Incorporated the amendments made by
Representative Meeting dated on November 14, 2004.
Incorporated the amendments made by
Representative Meeting dated on February 16, 2006.

Article One. General Background
1.1 Mongolian Institute (association) of Certified Public Accountants shall be non government statutory organization serving the society through approval of the Code of Professional Ethics for professional accountants and auditors and enforce throughout the country, according to Article 13.1 of the Auditing law of Mongolia. Any individual CPA and an audit firm shall be a member of the Mongolian Institute of Certified Public Accountants (hereinafter referred to as “the institute”).
1.2 The institute shall conduct its activities in line with the Civil Law of Mongolia, Accounting Law, Auditing Law and other legislation approved in confirmation with these legal acts and the requirements set out in this By-Law.
1.3 The objective of the institute is to formulate and strengthen structure for and legal core of accounting and auditing activities throughout the country; support central government agencies in setting, adopting and implementing accounting and auditing standards; protect interests of CPAs and audit firms through improving reputation of audit engagements among the public; enforce the Code of Profession Ethics for CPAs and audit firms; develop accounting and auditing profession; carry out research on accounting and auditing-related topics, provide its members with comprehensive information and meet their training needs.
1.4 The institute is the legal entity who is registered at the central juridical administration authority, and it should have a bank account, and use own stamp and formal letter head.
1.5 As an associate member of IFAC, the Institute shall follow the decision and guidance issued by IFAC.

Article Two. Principles of Activities
2.1 The institute’s operation to provide accounting and auditing methodology shall be in consistence with the state policy, legislation and self-regulation.
2.2 The institute’s final decision shall be under the principles of transparency and democracy and shall be pursued by every member of the institute.
2.3 Keeping good standing of the profession by each member is the most important step in protecting interests of members through enforcement of the state laws and accounting and auditing standards.
2.4 The institute shall assist and promote the unified procedures (principles) on accounting and auditing activities in Mongolia upon providing unified methodology for the activities of its members.
2.5 Any documents related to accounting and auditing methodology which are developed and issued by the Institute shall be in consistence with the content of international standards on accounting and auditing.

Article Three. Key Directions of the Institute’s Activities
3.1 As stated in Article 13.2 of the Audit Law of Mongolia, the Institute shall be responsible for organizing professional training, giving the CPA Examination, providing audit firms with methodology, consultancy and information.
3.2 Work in cooperation with and assist relevant agencies in developing and approving accounting standards and manual on application, and revise them accordingly.
3.3 Develop auditing standards and revise in accordance with ISA, and prepare statement, manual and guidance on application of these standards.
3.4 Provide CPAs with professional and methodology management, consultancy and information.
3.5 Organize CPE training for CPAs, other training courses and seminars to qualify accountants.
3.6 Carry out research work on financial and management accounting, audit services, accounting information system, financial management and other subjects.
3.7 Submit the result of CPA and CPE examination to relevant central state organization (s) for its decision thereon.
3.8 Protect the interest of its members in profession and legal issues.
3.9 Inform about and advertise CPAs and audit firms as per the scope of the Code of Ethics.
3.10 Reinforce the position of CPAs and audit firms in the social life through uniform organization of activities conducted by accountants and audit firms.
3.10. Find out any possible way to broaden range of activities of and increase revenue earned by members, and negotiate with both state and non-state business enterprises in respect of the above principle issues.
3.11. Control over the quality of activities conducted by accountants in public practice, and provide them with advice on improvement of outcome of the activities.
3.12. Organize registration, information and advertisement of its members.
3.13. Submit the issues which is in the general interests of its members to the relevant state and administration authorities, and take any appropriate action relying on their policy.
3.14. Admit for membership at international and foreign organizations of accountants and cooperate with them.

Article Four. Membership
4.1. The institute has a full member and supporting member.
4.2. Those who is given a Certificate of CPA, and auditing firms having a license on auditing shall become full member upon registration at the institute.
4.3. Individuals and organizations shall become supporting members upon registration at the institute and/or at its chapter.

Article Five. Rights and Obligations of Members
5.1. Rights of members
Members shall have the rights to:
5.1.1. participate in development, discussion and adoption of the institute’s policy and decision, and recommend, claim and criticize;
5.1.2. elected at any chapter of the institute;
5.1.3. access the information on professional field at the institute and attend training courses at discounted charge and demand the institute in terms of discount the fee; and
5.1.4. submit comments, request and requirement to the institute in respect of performance of their obligations and protection of interests;
5.1.5. Supporting member shall enjoy the rights except for paragraph 5.1.2. of this article.

5.2. Responsibilities and obligations of members
Members shall have the following obligations:

5.2.1. Make enthusiasm in implementation of this constitution and policy and decision issued by the institute;
5.2.2. Observe the code of the ethics, work honestly and respect pureness of the profession reputation;
5.2.3. Attend the institute’s planned training courses regularly, and permanently up-to-date their specialization and experience;
5.2.4. Support the institute financially, and pay its annual subscription regularly;
5.2.5. Submit the report on revenue and activities to the institute, as required by the institute’s regulation
5.2.6. Changes in employment, position held, citizenship and address shall be informed to the institute at the time when the changes are occurred; and
5.2.7. Strictly pursue the provisions of the constitution of the institute.

Article Six. Membership Fee
6.1. CPAs shall be subject to annual membership fee which is 20000 tugrug, and auditing firms are charged membership fee at 3 per cent on its taxable income per year.
6.2. Members may pay the membership fee each quarter installing equally, and but, shall settle the payment prior to the end of the reporting year.
6.3. Members can be permitted to pay the membership fee at discounted rate, if necessary.
6.4. Supporting members may contribute donation to the institute.

Article Seven. Organizational Structure
7.1. The Institute shall have chapters in aimags, districts and Capital City.
7.2. The charters of the institute shall be in type of representative office.
7.3. The institute may have other branches and/or units in order to achive the goal under the constitution, unless otherwise stipulated in the legislations of Mongolia.

Article Eight. Governing Body of the Institute
8.1. The governing body of the MonICPA shall be the Assembly of Delegates (hereinafter refrerred to as Assembly).
8.2. The Assembly shall be held once in four years.
8.3. The Representatives of the institute and/or no less than one third of the chapters may convene an extraordinary meeting in exceptional circumstances.
8.4. The Representatives meeting shall state the number of the delegates to be designated from each chapter.
8.5. The following principles shall be governed in terms of designation of delegates for the chapters:
8.5.1. At least two third of the CPAs who belong to the chapter concerned shall present at the chapter meeting; and
8.5.2. The chapter meeting shall discuss the work report prepared by the institute, and shall designate delegates to attend the Assembly.
8.6. When at least third four of all delegates are present, the Assembly shall procee , and discuss the following issues:
8.6.1. Approve the Institute’s Constitution and/or revise it;
8.6.2. Appoint the Representatives of the institute and Steering Committee and approve them;
8.6.3. Discuss the report issued by the Representatives and Steering Committee and approve;
8.6.4. Elect President of the institute with 4 years of term of offcie;
8.6.5. Adopt the code of ethics for CPAs; and
8.6.6. Other.
8.7. The Representative shall be empowered between the Assembly of Delegates, and shall be responsible for:
8.7.1. The policy and objectives of the institute for the year;
8.7.2. The institute’s report on its activities;
8.7.3. The institute’s annual financial budget, budget performance and Financial Statement;
8.7.4. Draft of the documents to be discussed at the Assembly;
8.7.5. Revise and make amendment to the provision of the consitution which is not organizational;
8.7.6. Re-appointment of the representatives, if necessary;
8.7.7. Re-election of President of the institute;
8.7.8. Appointment of the Vice President, Head of Committees and head of chapters;
8.7.9. Regulation on internal organization of the institute, and activities of its chapters, and implementation of the regulation;
8.7.10. Discuss and adopt various documents which should be approved within the full power of the institute;
8.7.11. Make amendments to the code of ethics and control over its implementation;
8.7.12. Fix the amount of salary and support for President and Vice President;
8.7.13. Create awards to be granted by the institute, and the terms for each type of award; and
8.7.14. Submit its recommendation on suspension and revocation of Certificate of CPAs and a license of audit firms in case of breach of the code of ethics, to relevant offices.
8.8. The Representatives which consists of 11 members shall be appointed at the Assembly with 4 years of term of office.
8.9. The Representative meeting shall be valid if no less than two third attends the meeting, and is chaired by President of the institute.
8.10. Steering committee shall be appointed at the Assembly with 4 years of term of offcie whose composition is 3 person.
8.11. At the first meeting of the Steering committee, chairperson shall be nominated.
8.12. The Steering Committee shall report to the Assembly.
8.13. The Steering Committee shall be empowered to:
8.13.1. Control over implementation of the legislation of Mongolia by the Representatives and other executing offices, and provide report thereon;
8.13.2. Make conclusion on Financial Statement of the institute, audit the Financial Statements and prepare audit report on the audited FS.
8.14. The Institute’s governing body shall make decision in presence of at least two third of the delegates.

Article 9. President of the Institute
9.1. The President shall manage the day-to-day activities of the institute.
9.2. The President shall be elected at the Assembly with 4 years of term of office.
9.3. The Institute’s President shall enjoy the following rights and obligations:
9.3.1. Manage the institute’s staff to fulfill the obligations set forth in Article 3 of this constitution;
9.3.2. Call for the representative meeting and chair the meeting;
9.3.3. Issue resolution based on decision made by the representatives meeting and implement the resolution;
9.3.4. Submit his/her recommendation on appointment for the position of the Vice President and head of chapters, to the representatives;
9.3.5. Approve function segregation of Vice President, committees and the staff, and make it to follow;
9.3.6. Submit his/her proposal on the matters related to interest of the members to relevant high authority and request to make decision, and let the public promote and/or encourage such kind of matters;
9.3.7. If any claim or dispute arise with respect to professional competence and ethics, designate working group which is responsible to investigate the case and submit its comments on results to relevant organization;
9.3.8. Communicate with organizations both domestic and international, and conclude agreement and/or contract with them on behalf of the institute.
9.4. Academic Secretary may work under the President, and its composition shall be approved by the Representatives.
9.4.1. Academic Secretary shall coordinate the institute’s research work, approve proposed projects, evaluate the interim and final outcome of the research works.
9.4.2. Academic Secretary shall discuss the content of the standards, manual, instructions, research papers, books and textbooks developed by the institute.
9.4.3. Academic Secretary is responsible for cooperation with the central state administration in charge of education and sciences, Academy of Sciences and universities in terms of uniting curriculum and syllabus of universities, institute and colleges where accounting professionals are prepared, support them to up-to-date and improve the methodology, and assist in development and implementation of policy on training for CPA Examination.
9.4.4. Based on discussion and agreement with relevant organizations, the secretary shall discuss the research work and thesis in the field of accounting, and make decision thereon.
9.5. Executing staff shall be under the President who shall be nominated by the President.

Article 10. Working Committees
10.1. The Institute carries out its activities under a Committee system.
10.2. Working Committee shall be approved by the Representative, and shall have 5 to 7 CPAs members for each committee.
10.3. The executing staff under the President shall assist in the activities carried out by the committees.
10.4. The institute has 4 committees:
10.4.1. Ethics Committee;
10.4.2. Training Committee
10.4.3. Accountancy Committee;

10.5. Duties of Ethics Committee are to:
10.5.1. develop the code of professional conduct for CPAs, submit it for approval and make regular update thereto;
10.5.2. supervise over observation of the code of ethics of CPAs;
10.5.3. keep and maintain registry of CPAs and audit firms, and renew their registry;
10.5.4. make conclusion on disputes and conflicts due to breach of ethics by CPAs and audit firms, and prepare its opinion thereon;
10.5.5. receive reports from each member and take deep investigation in them and submit the conclusion to the Representative of the Institute;
10.5.6. provide regional chapters with appropriate management; and
10.5.7. deal with issues relating to members’ fees.

10.6. Duties of Training Committee are to:
10.6.1. review academic curriculum and syllabus of universities, institutes and colleges where prepare accounting professionals are prepared, and provide related bodies with its recommendations;
10.6.2. develop plan and program on long, medium and short-term training courses aimed at preparing accountants for CPA examination and providing CPAs with in-depth knowledge and latest development in any aspect of finance;
10.6.3. develop procedures on CPA examination and submit proposals to related bodies for decision;
10.6.4. organize training courses for improving professional qualification, manage the institute’s training activities, approve training programs, demand teachers to improve their method;
10.6.5. assist professional accountants in preparing for CPA examination and provide them with manuals and other required materials;
10.6.6. organize writing, translating and publishing single-theme research works and textbooks in the field of accountancy;
10.6.7. organize research works in accountancy and assist in undertakings of the Academic Secretary
10.6.8. plan the Institute’s periodicals and manage Editorial board;
10.6.9. provide CPAs with information related to their profession; and
10.6.10. deal with registration of members and report.

10.7. Duties of Accountancy Committee are to:
10.7.1. prepare proposals on development and improvement of accounting standards and submit it to related bodies for decision;
10.7.2. adopt international accounting standards to business entities in cooperation with relevant bodies;
10.7.3. develop instructions, manuals and other materials on financial, cost and managerial accounting and management advisory service, and submit them for approval and distribute to public;
10.7.4. cooperate with relevant bodies in respect of improving standards and instructions on financial statements maintained at both government and non government organizations;
10.7.5. manage preparation, translation and publication of textbooks and manuals on financial, cost and managerial accounting, accounting information system and financial management; and
10.7.6. prepare information for members.

10.8. Duties of Audit Committee are to:
10.8.1. submit development of audit engagement standards to related bodies for introduction and improve them;
10.8.2. exercise supervision of audit engagement activities of audit firms;
10.8.3. integrate and harmonize service charge that is determined and fixed by audit firms;
10.8.4. organize communications with Security Committee, Stock Exchange and broker firms;
10.8.5. investigate reasons of disputes arisen from audit engagements and submit comments on such disputes to related bodies;
10.8.6. organize seminars on methodological issues for audit firms;
10.8.7. produce manuals and other required materials related to internal control of business entities;
10.8.8. organize tax advise service for organizations and individuals and develop method; and
10.8.9. equip CPAs with latest information on legislation.

Article 11. Chapters of Aimags, Districts and Capital City
11.1. A CPA shall belong to the chapter where he/she is employed at and/or according to the finance and taxation office where his/her present employment belongs.
11.2. The Representative shall be responsible for approval of the chapter and appointment of the chapter’s head.
11.3. Each chapter shall have Managing Council which consist of 3 to 5 members. Managing council shall be chaired by the chapter’s head. 2 to 4 members of the managing Council shall be designated by the Chapter’s Meeting and approved thereby.
11.4. A chapter may have stamp and own letterhead.
11.5. A head of chapter shall maintain registry of the CPAs who belong to this chapter.
11.6. Chapter’s meeting shall be valid if no less than two third of the CPAs is present.
11.7. The following matters shall be discussed at Chapter’s Meeting:
11.7.1. Discuss the institute’s work weport and evaluate the report;
11.7.2. Discuss the chapter’s work report and evaluate;
11.7.3. Designate the chapter’s Managing Council and approve them; and
11.7.4. Designate the delegates who will attend the Assembly.
11.8. A chapter shall have the following obligations:
11.8.1. Deal with activities which is helpful for switching the institute with its members;
11.8.2. Control over the activities conducted by the CPAs and audit firms which belong to the chapter of the aimag, district or Capital City representing the institute (as representative of the institute);
11.8.3. Inform comments and opinions of the members to the institute, and distribute the information provided by the institute to its members without delay;
11.8.4. Collect membership fee from members, and transfer the collected fee to the institute’s account;
11.8.5. Assist in managing CPA Examination in the aimag concerned as scheduled and conduct training in that aimag;
11.8.6. Jointly organize with relevant bodies to adopt standards on financial recording and reporting and develop taxation and management advisory services in the aimag; and
11.8.7. Disburse the budget allocated by the institute upon approved description and efficiently.

Article 12. Financing
12.1. The institute shall conduct its activities as self financing, and is permitted to have the following resource of revenue:
12.1.1. membership fee and donation;
12.1.2. donation and aid supported by volunteers and sponsors;
12.1.3. revenue earned from performance of the activities in order to achieve the goal; and
12.1.4. other revenue gained from other activities not prohibited by the laws.
12.2. The institute’s assets shall be disbursed in line with the purposes to finance investment and operating expenses which is aimed at implementing the activities prescribed in this constituion and other purposes accepted in laws.
12.3. The Institute shall keep accounting records and, prepare Financial Statements, and report it before the Representatives.
Article 13. Responsibilities
13.1. The Institute shall be responsible for the consequences and risks arisen due to its actions, according to the legislation of Mongolia.
13.2. The institute shall not be responsible for the risks and consequences related to the actions made by its members.
13.3. The institute’s members shall not be responsible for the risks and consequences arisen due to the institute’s actions.

Article 14. Dissolution
14.1. The Institute shall be dissolved when one of the following conditions created:
14.1.1. When the Assembly decides to dissolve the institute
14.1.2. The court decision on dissolution enters into force.
14.2. In case of dissolution of the institute, a working group responsible for dissolving the institute shall have right to transit the assets of the institute to another non-state organization with similar functions and/or use the assets for development of accounting.