Manitoba Chapter

The objectives of the Chapter are:

To promote understanding of the financial management practices of the public sector;

To keep members informed of the developments in the public sector financial practices;

To promote professional development and networking opportunities by hosting luncheons, workshops and other events;

To promote the professional and progressive image of the public sector financial community; and

To comply with the terms and conditions of the Chapter Affiliation Agreement.

Membership in the Chapter is free and open to all persons interested in public sector financial management.

Members are those individuals who opt-in for membership with the Chapter. Members shall have the right to attend and vote at meetings of members.

Members cannot speak on behalf of the Chapter, sign any documents or express opinions on behalf of the Chapter unless so authorized by the Board.

Members can withdraw from membership at any time by contacting the Chapter.

The membership shall be July 1 or time of opting-in for membership to June 30 of the following year, which coincides with the Chapter’s fiscal year end.

Notice of Meetings of Members

Any notice of a meeting of members shall be sent to members. No error or omission in giving notice of any annual or general meeting of the members of the Chapter shall invalidate such meeting or make void any proceedings taken at the meeting. Any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken at the meeting. The annual or other general meeting of the Chapter shall be held at such time and place as the Board may, from time to time, determine. Special Meetings of the members of the Chapter may be held at such time and place as the Board may determine, or upon the request of at least twenty (20) members of the Chapter, at such time and place as the Secretary or designate may determine. The Secretary or designate shall give twenty (20) days prior notice to each member of any annual or special general meeting of members.

Meeting Agenda

Only the business referred to in the notice of the annual meeting, or of a special meeting, shall be dealt with at the annual meeting, or at the special meeting. However, with the consent of two-thirds (2/3) of the members present at any annual or special 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 meeting, even though notice of such business had not been given.

Any member in good standing shall have the right to bring before any meeting of the Board any matter affecting the financial statements and records of the Chapter and shall have the right to appear at such meeting to present the matter(s) for discussion.

Persons Entitled to Attend Meetings of Members

Those entitled to be present in the meeting includes any member entitled to vote at the meeting and the Directors. Any other person may be admitted only on the invitation of the President of the meeting or by resolution of its members.

Chair of the Meeting

The President of the Chapter or designate will chair any meeting of the members.

Quorum

At all meetings of members of the Chapter, twenty (20) members present in person shall constitute a quorum for the transaction of business. If quorum is present at the opening of the meeting of member, the members may proceed with the business of the meeting even if the quorum is not present throughout the meeting.

Annual General Meeting

An Annual Meeting of the Chapter must be held in each fiscal year, no later than fourteen (14) months after the last Annual Meeting of the Chapter.

At each annual meeting, the Board shall report to the members the financial statements, Directors shall be elected, additional Board members ratified, membership fees communicated, and any other business may be transacted as may be properly brought before the meeting.

At each annual general meeting of the Chapter, the members shall approve the financial statements presented.

Voting

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

The modus of operation between the Chapter and the fmi*igf will be described in a Chapter Affiliation Agreement.

The Chapter may terminate its affiliation with fmi*igf following a two-thirds (2/3) majority vote of members present at a general meeting of members.

The Chapter will pay to fmi*igf fees in accordance with the fmi*igf By-laws.

The Board will consist of a minimum of five (5) to a maximum thirteen (13) elected Directors.

At a meeting of the Board held at least one (1) month, but not more than four (4) months, preceding the annual general meeting in each year, the Board shall, elect from among its members, the following Officers who shall take office immediately following the next annual general meeting and hold office until the end of their term:

1. President
2. Vice President
3. Treasurer
4. Secretary

The Board may create other Director positions and appoint members of the Board to these positions. The Board will also approve the terms of reference for such positions.

The immediate Past President, if applicable, shall be a Director of the Board.

The Board may act to fill any vacancy on the Board and may appoint Directors, as needed. Any person so appointed shall hold office until the next annual meeting of members where an election will be held.

The Board may appoint such committees as it deems necessary or desirable to further the objectives of the Chapter, and the Board shall approve the terms of reference of such committees.

The Chairperson of each Committee, unless otherwise provided in these by-laws, shall be appointed upon the approval of the Board, the President or delegate has the right to sit on all committees.

The members will elect the Directors at the annual general meeting of members and at each succeeding annual meeting at which an election of Directors is required.

Any member in good standing may be considered for election as a Director.

A call for nominations to the Board shall be distributed prior to the notice for the annual general meeting. Nominations must be received by the Vice President at least ten (10) days prior to the annual general meeting at which the Directors are elected.

Acknowledgement and agreement by the nominee is required prior to putting forth the nomination.

In the notice of the annual general meeting, there will be included a listing of any nominees to the board.

A Director’s term ends when he or she: has their term of office expire, resigns, is removed from office, is declared to be incapable by a court, becomes bankrupt or dies.

Directors will be elected for a two (2) year term.

The property and business of the Chapter shall be managed by the Board, all of whom must be members in good standing of the Chapter. Directors shall be elected or appointed as described in section 9. In particular, the Board shall:

• Prepare, review and approve the Chapter strategic plan;
• Appoint the Officers of the Board;
• Create and approve the annual financial budget;
• Create and approve Chapter Policies;
• Prepare the annual Financial Statements; and
• Approve all reports on Chapter performance as required by fmi*igf.

Directors shall not receive any remuneration for their board related activities. Within the framework of policy set by the Board, reasonable expenses may be reimbursed for their attendance at regular and special meetings of the Board and for the expenses incurred in the performance of their duties, with the approval of the President or Vice-President. Any Director who is engaged in or is a member of a firm engaged in any business or profession may act in and be paid the usual professional costs and charges for any professional business as determined by the Board to be done in connection with the administration of the affairs of the Chapter.

The President, or designate, shall:

• Represent the interests of the Chapter as its spokesperson;
• Arrange, organize and plan agendas for meetings of the members and Board;
• Preside at all meetings of the members and the Board;
• Represent the Chapter at the National level by participating in the Chapter Advisory Council;
• Provide leadership and direction to the Chapter Board; and
• Report to the fmi*igf on activities of the Chapter, participate in national committees and working groups, and promote the best interests of the Chapter and fmi*igf at all times.

The Vice-President shall:

• In the absence or disability of the President, perform the duties and exercise the powers of the President;
• Perform such other duties as shall be imposed by the Board;
• Assist other members of the Board as required; and
• Promote the best interests of the Chapter and fmi*igf at all times.

The Secretary shall:

• Prepare and distribute the agenda for meetings;
• Prepare, maintain and distribute minutes and motions of the Chapter meetings of members and/or Directors;
• Give notice of meetings to directors and members as called for in these by-laws;
• Notify any director of any resolution or policy that the Director is required to put into effect; and
• Be the custodian of the official papers, records, correspondence and contracts of the Chapter.

The Treasurer shall:

• Be responsible for the general financial activities of the Chapter;
• Be responsible for all banking matters;
• Prepare cheques and obtain appropriate signatures for payment;
• Remit to fmi*igf National any fees due;
• Report the financial status of the Chapter to the Board at every meeting;
• Prepare and distribute an annual budget to the Board for approval;
• Prepare and distribute the year-end financial statements and oversee the peer review;
• Keep full and accurate accounts of the assets, liabilities, receipts and disbursements of the Chapter; and
• Render to the Board and members of the Chapter a statement of financial position.

The immediate Past President, if applicable, shall provide advice to the Board.

The Board may appoint such agents and engage such employees as it deems necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.

The remuneration of all agents and employees shall be fixed by resolution of the Board of Directors.

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

The Board shall annually review and approve the Chapter’s financial statements prepared by the Treasurer. These financial statements will be presented to the Membership at the Annual General Meeting of the Chapter.

Every Director of the Chapter or other person 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 and a liability insurance policy, in or about the execution of the duties of his or her office provided that they have acted in good faith.

The Board of Directors shall hold at least four (4) meetings per year, one (1) immediately before the annual meeting of members, and three others at such time and place as the President may determine.

Additional meetings of the Board of Directors will be convened on the request of no fewer than any (4) Board Members. The Secretary upon request will call a meeting of the Board of Directors within thirty (30) days.

The call for agenda items in advance of the scheduled meeting of the Board of Directors and the final agenda shall be provided to all Directors in advance of the meeting, provided that with the consent of a majority of Directors present, any new or additional business may be dealt with at the meeting, except in the matters referred to under the headings “Membership Fees” and “Amendment of By-laws.”

At any meeting of the Board of Directors, fifty (50) percent of the Directors defined in section 7 then holding office shall constitute a quorum for the transaction of business.

At all meetings of the Board, every motion shall be decided by a simple majority of the votes cast by the Directors on the motion. In the case of equality of the votes, the President, in addition to the original vote cast, will have a second or casting vote.

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

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 Board.

Funds shall be withdrawn only by cheque signed by the Treasurer (or a designate approved by the Board) and one (1) other member of the Board with signing authority.

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

The Treasurer (or a designate approved by the Board) may from time to time transfer funds from the investment account to the chequing account or vice versa upon resolution from the Board.

The Board may borrow or incur debt to meet its objectives and operations.

The Chapter shall keep permanent record of the minutes of all meetings of its Board, a record of all actions taken by the Board without a meeting and a record of all actions taken by a Committee of the Board acting in place of the Board and on behalf of the Chapter.

The Chapter will maintain appropriate financial accounting records and retain them for 7 years in accordance with Canada Revenue Agency (CRA) requirements.

The financial records of the Chapter will be reviewed annually by peers within the community.

The Chapter will maintain an updated copy of the following records on its website and make them available to its members upon request:

• By-laws or restated By-laws and all amendments to the currently in effect;
• Financial statements for the past three years; and
• List of the names and email addresses of current Directors.

The Head Office of the Chapter shall be in the City of Winnipeg, in the Province of Manitoba.

Amendment to By-laws

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 Directors and sanctioned by an affirmative vote or at least two-thirds (2/3) of the members present at a meeting of the members.

Interpretation of By-law

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

No member of the Board shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Chapter, except as provided by these By-laws.

Should the Chapter dissolve for any reason, its assets shall in turn be dispersed to another Chapter that continues to exist then to National, and finally to a charitable organization designated by voting members after payment of just, reasonable and supported debts.