Ontario Chapter

The objectives of the Chapter are to:

1. Be a leading advocate and pre-eminent source in Ontario, on sound financial management practices related to accountable, economical, efficient and effective management of public sector resources;
2. Promote members’ understanding of the best practices for the management of resources in the public sector;
3. Provide professional development through continuous learning and networking opportunities for members to enhance their knowledge of developments in public sector financial management; and
4. Actively facilitate and encourage the integration of the financial function with the broader management function in its promotion of a professional and progressive financial community.

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

There shall be two (2) classes of membership:

1. regular membership; and
2. student membership.

Regular members are those members who have participated in at least one paid Chapter event during the fiscal year of the Chapter, whether the event was participated in-person or via live webcast from a location across Ontario organized by a webcast host. Other members in good standing of the Chapter and members of a Chapter’s Board of Directors are also recognized as regular members. Regular members shall have the right to attend meetings of members and to vote.

Student members are those individuals (in post-secondary educational institutions, in co- op assignments, and/or who have recently graduated from post-secondary educational institutions, in internship rotations, etc.) who have attended a Chapter event. Student members shall have voting privileges.

The membership database and listings of the Chapter may be used only for the conduct of Chapter business.

Membership fee for regular and student members is included as part of the registration fee for an event held by the Chapter.

The membership year shall be consistent with the fiscal year of the Chapter.

The fiscal year of the Chapter shall be July 01 to June 30.

The Chapter shall provide a copy of the 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.

The Chapter shall hold an annual general meeting of members, at which time it will elect a Chapter Board of Directors, present annual financial statements (audited, if gross annual revenue is $30,000 or more) and conduct any other business of the chapter.

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. Year-end financial statements are to be forwarded to the National Office within ninety (90) days of fiscal year end.

The Chapter shall pay an annual fee to the Institute as determined by the National Office of the Institute.

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

Directors shall be elected or appointed up to two (2) years as follows to a maximum of fifteen (15) Directors:

1. President
2. Vice-President
3. Secretary/Treasurer
4. Director, Provincial Liaison (5-15) Directors at Large

Directors shall not receive any remuneration for their services as Directors. Within the framework of policy set by the Board of Directors, reasonable expenses may be reimbursed for their attendance at regular and special meetings of the Board of Directors 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).

The position of Director, Provincial Liaison will act as a permanent liaison between the Chapter members and the Ontario Public Service, to ensure sustainability of the Chapter throughout Board changes, and is not an elected position. The Director, Provincial Liaison has no voting rights. In the event that the Director, Provincial Liaison resigns from the position, a new member may be appointed and fill the position.

Every Director 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 provided that they have acted in good faith.

Directors will be elected for a one or two year term on the Board of Directors.

Any member may be considered for election as a Director. The form of nomination shall be determined by the Board of Directors from time to time but communicated to members on a timely basis for the upcoming year. Nominations must be received by the Secretary/Treasurer at least five (5) days prior to any annual general meeting at which Directors are elected.

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

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

The following paragraphs broadly define the duties of all Directors.

The President shall preside at all general meetings of the Board of Directors. The President shall represent the Chapter in all matters, unless otherwise delegated. The President shall provide leadership and direction to the Board of Directors and promote the best interests of the Chapter at all times. The President shall also be a Director of the Institute Chapter Advisory Committee. 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 Chapter Advisory Committee meetings, represent the interests of the members in all respects, and promote the best interests of the Institute 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.

The Secretary/Treasurer shall oversee the preparation of the agenda for meetings and of the minutes of all formal meetings of the Chapter. The Secretary/Treasurer shall give notice of meetings to Directors and members as called for in these by-laws. The Secretary/Treasurer shall also have responsibility for the general financial activities of the Chapter, including all banking matters. He/she shall develop in a timely manner an annual operating budget for consideration and approval by the Board of Directors. He/she shall keep full and accurate accounts of the assets, liabilities, receipts and disbursements of the Chapter, and shall render to the Board of Directors and members an accounting of all transactions of the Chapter and a statement of financial position.

The Director, Provincial Liaison shall establish and maintain communication with all members and interested participants.

A Director at Large provides leadership, assistance and support for the on-going work of the Board of Directors. They shall represent the interests of Chapter; facilitate the sharing of information, and recommend activities that would support the interests of the Chapter. They are eligible to participate in all board committees, and may be asked to lead other initiatives as agreed upon by the board.

The President and one other member of the Board may approve expenditures for up to $1,000 for non-budget items. This approval shall be reported to the Board at the next Board meeting. Otherwise, all expenditures require Board of Directors approval.

The Executive Committee of the Chapter shall consist of the following:

1. President
2. Vice-President
3. Secretary/Treasurer
4. Director, Provincial Liaison

Subject to the direction and authorization of the Board of Directors, the Executive Committee is accountable to the Board of Directors and exists to support the mandate, vision and objectives of the Institute and the Chapter. The Executive Committee shall exercise general supervision and control of day-to-day administration and operation of the business and affairs of the Chapter.

The Executive Committee may appoint within prior-approved budget restrictions, 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 Executive Committee at the time of such appointment.

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. An annual general meeting must be held in each calendar year, no later than fifteen (15) months after the last annual general meeting.

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.

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

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

1. President
2. Vice-President

Members may be considered for election as Directors upon nomination of five (5) members. The form of nomination shall be determined by the Board of Directors from time to time.

The President shall appoint from Directors the following Executive:

1. Secretary/Treasurer
2. Director, Provincial Liaison

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

At all general meetings of members of the Chapter, five (5) members of the Chapter, present in person, shall constitute a quorum for the transaction of business.

The Board of Directors shall hold at least four (4) meetings per year, one (1) immediately before the annual general meeting of members, and at least three (3) others at intervals at such time and place as the President may determine.

Upon receipt of a request from any five (5) Directors to call a meeting of the Board of Directors, the Secretary/Treasurer shall within thirty (30) days of such request forthwith call such a meeting to be held at such time and place as the President may determine.

The agenda for each meeting of the Board of Directors shall be provided to all Directors at least one (1) day in advance of the meeting. 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 heading “Amendment of By-Laws.”

At any meeting of the Board of Directors, fifty (50) percent plus one (1) of the Directors defined in paragraph 7.2 then holding office shall constitute a quorum for the transaction of business.

Any member of the Chapter may ask to attend as an observer at meetings of the Board of Directors by communicating his/her request to the President a few days in advance of the meeting. Such requests shall be accepted unless the Board of Directors needs to discuss confidential or sensitive matters.

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

An annual calendar of regular meetings of the Board of Directors will be provided to Directors at the beginning of each fiscal year. One (1) day prior notice shall be given, by the Secretary/Treasurer, to Directors of any special meeting of the Board of Directors.

Thirty (30) days notice shall be given by the Secretary/Treasurer, to members for a call for nominations of Directors to be elected under paragraph 7.2 of these by-laws, unless otherwise notified to members.

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.

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

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 of Members from time to time and such funds shall be withdrawn only by cheque signed by both the President and one (1) other Executive Committee member with signing authority.

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

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 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.

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

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.

The Chapter may engage in contracts or negotiations with members, elected members of the Board of Directors, appointed committee members or authorized representatives of the Chapter and any corporation, partnership or association in which one or more of the Chapter’s Directors, 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:

1. The facts regarding the relationship or interest as they relate to the contract or transaction are fully disclosed to the Board of Directors prior to commencement of any such contract or transaction.
2. The Board of Directors in good faith authorizes the contract or transaction by a majority vote of the Directors who do not have an interest in the transaction or contract.
3. 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 Board of Directors.

All Directors, 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.

All Directors, 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.

The rules contained in the current edition of “Roberts Rules of Order Newly Revised” shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Chapter may adopt.

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.

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

The Chapter shall keep a copy of the following records:

1. its by-laws or restated by-laws and all amendments to them currently in effect;
2. resolutions adopted by its Board of Directors;
3. financial statements for the past three (3) years;
4. a list of the names and business addresses of its current Directors; and
5. its most recent Annual Report.