By-Laws

1. Definitions

1.1

The Financial Management Institute of Canada (Institute):
The Institute is composed of a National Board of Directors, affiliated chapters and members who belong to a chapter of their choice.

1.2

The Edmonton Chapter (Chapter):
The Chapter is an autonomous regional organization under the umbrella organization of the Financial Management Institute and is composed of a Chapter Executive Board and members.

1.3

The Executive Board:
The Executive Board referred to in these by-laws is the Edmonton Chapter Executive Board, unless otherwise specified.

2. Objectives of the Chapter

2.1

The objectives of the Chapter are:

(1) To be the leading advocate and pre-eminent source in Edmonton, and elsewhere, on sound financial management practices related to accountable, economical, efficient and effective management of public sector resources;

(2) To promote members’; understanding of the best practices for the management of resources in the public sector;

(3) To provide continuous learning and networking opportunities for members to enhance their knowledge of developments in public sector resource management; and

(4) To actively facilitate and encourage the integration of the financial function with the broader management function in its promotion of a more professional and progressive financial community.

3. Membership

3.1

Membership in the Chapter is open to all persons interested in resource management of the public sector.

3.2

Membership is provided complimentary to anyone who attends an event in the
programming year and opts-in for membership. Membership lasts for 12 months from the date of the event where the attendee opted-in for membership.

3.3

The Chapter will pay dues to the Institute as required to maintain the Chapter’s affiliation with the Institute.

4. Fiscal Year

4.1

The fiscal year of the Chapter shall be July 1 to June 30

5. The Edmonton Chapter (Chapter)

5.1

The Chapter shall provide a copy of their signed by-laws and any amendments to the National Office and must ensure that they are consistent and compatible with the national by-laws of the Institute and Chapter Affiliation Agreement as required.

5.2

The Chapter shall hold an annual general meeting of its members, at which time they will elect a Chapter Executive Board, present annual financial statements (audited, if gross annual revenue is $50,000 or more) and conduct any other business of the Chapter.

5.3

The Chapter shall provide the National Office of the Institute with its approved by-laws, annual membership lists, financial statements and other requested information within prescribed reporting time frames.

6. Executive Board

6.1

The property and business of the Chapter shall be managed by the Executive Board, all of whom must be members in good standing.

6.2

The Executive Board shall consist of the following;

Directors shall be elected or appointed as follows to a maximum of twelve (12) Directors:

(1) President

(1) Vice-President

(1) Secretary

(1) Treasurer

(1) Programming Director

(7) Directors – at – large

6.3

Executive Board members shall not receive any remuneration for their services as Executive Board Members. Within the framework of policy set by the Executive Board Members, reasonable expenses may be reimbursed for their attendance at regular and special meetings of the Executive Board and for the expenses incurred in the performance of their duties, with the approval of the President or Vice-President (if acting on behalf of the President).

6.4

Every Executive Board Member of the Chapter, or other person duly authorized, who has undertaken or is about to undertake any liability on behalf of the Chapter, shall be indemnified and saved harmless out of the funds of the Chapter, in or about the execution of the duties of his/her office.

7. Election / Dismissal of Directors

7.1

Directors will be elected for a two (2) year term on the Board of Directors.

7.2

Anyone may be considered for election as an Executive Board Member. The form of nomination shall be determined by the Executive Board from time to time.

7.3

The Executive Board may act to fill any vacancy on the Executive Board. Any person so appointed shall hold office until the next annual general meeting of members.

7.4

Any Executive Board Member can be removed from office upon a resolution approved by two-thirds (2/3) of the members of the Executive Board.

8. Duties of Executive Board

8.1

The following paragraphs broadly define the duties of all Executive Board Members.

8.2

The President, or designate, shall:

  • Preside at all general meetings of the Executive Board;
  • Represent the Chapter in all matters;
  • Provide leadership and direction to the Executive Board and promote the best interests of the Chapter at all times;
  • Represent the Chapter at the national level; and
  • The President shall report to the Institute on the activities of the Chapter, participate in national committees and working groups, attend or send an alternate to all Institute Board of Director meetings, represent the interests of the members in all respects, and promote the best interests of the Institute at all times.
8.3

The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.

8.4

The Secretary shall oversee the preparation of the minutes of all formal meetings of the Chapter.

8.5

The Treasurer shall have responsibility for the general financial activities of the Chapter, including all banking matters. He/she shall keep full and accurate accounts of the assets, liabilities, receipts and disbursements of the Chapter, and shall render to the Executive Board and members an accounting of all transactions of the Chapter and a statement of financial position.

9. Meetings of Members

9.1

The annual or other general meeting of the Chapter shall be held at such time and place as the Executive Board may, from time to time, determine. An annual general meeting must be held in each calendar year, no later than fifteen (15) months after the last annual general meeting.

9.2

Only the business referred to in the notice of the annual meeting, or of a special meeting, shall be dealt with at the annual general meeting, or at the special meeting. However, with the consent of two-thirds (2/3) of the members present at any annual or special general meeting, any new or additional business, except for the matters referred to under the heading “Amendment of By-Laws,” may be introduced and may be dealt with at such meetings, even though notice of such business had not been given.

9.3

At each annual general meeting, the Executive Board shall report to the members the annual financial statements, the most recent report of the auditor (if any), and an annual operational/activity report. Executive Board Members shall be elected, auditors may be appointed as required, membership fees ratified, and any other business may be transacted as may be properly brought before the meeting.

9.4

The following Executive shall be elected at the annual general meeting:

  • President shall be elected for a two (2) year term in even years
  • Treasurer shall be elected for a two (2) year term in even years
  • Vice-President, and Programming Director shall be elected for a two (2) year term, in odd years.
9.5

Special general meetings of the members of the Chapter may be held at such time and place as the Executive Board may determine.

9.6

At all general meetings of members of the Chapter, six (6) members of the Chapter, present in person, shall constitute a quorum for the transaction of business.

10. General Meeting Agenda

10.1

The general meeting of the Chapter will follow the following agenda of business provided the changes in the order of business may be approved by the Executive Board or membership at any meeting:

  1. Call to Order
  2. Welcome to all members and guests present
  3. Additions or corrections to Agenda
  4. Consideration of the minutes
  5. Business arising
    • 5.1 Executive Board meeting minutes
  6. Correspondence
  7. Reports
    • 7.1 President’s report
    • 7.2 Treasure’s report
    • 7.3 Other reports
  8. New Business
  9. Adjournment

11. Notices

11.1

Thirty (30) days prior notice shall be given, by the Executive Board, to each member of any annual or special general meeting of members.

11.2

Thirty (30) days’ notice shall be given by the Executive Board to members for a call for nominations of Executive Board Members to be elected under paragraph 7.2 of these by-laws.

12. Voting

12.1

At any meeting of members of the Chapter, each regular member present shall have one (1) vote and the President shall cast the deciding vote in case of an equality of votes.

12.2

At any meeting of the Executive Board, each Executive Board member present shall have one (1) vote and the President shall cast the deciding vote in case of an equality of votes.

13. Banking

13.1

The funds received by the Chapter shall be deposited to the credit of the Chapter in a chartered bank, trust company or other financial institution approved by the Executive Board from time to time and such funds shall be withdrawn only by cheque signed by the Treasurer (or a designate approved by the Executive Board members) and one (1) other member of the Executive Board as the Executive Board may from time to time, by resolution, appoint for that purpose.

13.2

The Executive Board will authorize the Treasurer to invest the funds of the Chapter in accordance with the approved investment policy of the Executive Board.

14. Amendment of By-laws

14.1

The by-laws of the Chapter may be repealed or amended by the by-law enacted by an affirmative vote of at least two-thirds (2/3) of the Executive Board and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members present at a meeting duly called for the purpose of considering the said by-law.

15. Interpretation of By-laws

15.1

In the event of any dispute arising as to the intent or meaning of these by-laws, the interpretation of the Executive Board Members shall be final.

16. Conflict of Interest

16.1

No member of the Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Institute, except as provided by these by-laws. For the purposes of this paragraph, “rewards” from the use of a personal credit card for Chapter expenses are exempt.

16.2

The Chapter may engage in contracts or negotiations with members, elected members of the Executive Board, appointed committee members or authorized representatives of the Chapter and any corporation, partnership or association in which one or more of the Chapter’s Executive Board, appointed members or authorized representatives are Directors or officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met:

  • The facts regarding the relationship or interest as they relate to the contract or transaction are fully disclosed to the Executive Board prior to commencement of any such contract or transaction.
  • The Executive Board in good faith authorizes the contract or transaction by a majority vote of the Executive Board Members who do not have an interest in the transaction or contract.
  • The contract or transaction is fair to the Chapter and complies with the laws and regulations of the applicable jurisdiction in which the Chapter is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the Executive Board.
16.3

All Executive Board Members, appointed committee members and authorized representatives of the Chapter shall act in an independent manner consistent with their obligations to the Chapter and applicable laws, regardless of any other affiliations, memberships or positions.

16.4

All Executive Board members, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with an entity or individual with which the Chapter has entered, or may enter, into contracts, agreements, or any other business transaction and shall refrain from voting on, or influencing the consideration of, such matters.

17. Dissolution

17.1

Should the Chapter dissolve for any reason, its assets shall in turn be dispersed to the Institute, then to a charitable organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.

18. Corporate Records

18.1

The Chapter shall keep permanent record of the minutes of all meetings of its Executive Board and a record of all actions taken by the Executive Board without a meeting. The Chapter shall maintain appropriate accounting records.

18.2

The Chapter shall keep a copy of the following records:

  • Its by-laws or restated by-laws and all amendments to them currently in effect;
  • Resolutions adopted by its Executive Board;
  • The financial statements furnished for the past three (3) years to the Executive Board;
  • A list of the names and business addresses of its current Executive Board; and
  • Its most recent Annual Report.