By-laws Financial Management Institute South-East New Brunswick Chapter Constitution September 2010 Amended September 2012 ARTICLE 1.0 NAME 1.1 The name shall be "The Financial Management Institute of Canada South-East New Brunswick Chapter", hereinafter referred to as the "South-East NB Chapter". ARTICLE 2.0 OBJECTIVES 2.1 The objectives of the South-East NB Chapter shall be to : a) Promote understanding of the financial management practices of the public sector; b) Inform members of the developments in the public sector financial practices; c) Provide and facilitate training and development programs in financial management through meetings, seminars, lectures, articles, new bulletins and other suitable means; d) Promote the professional and progressive image of the public sector financial community; e) Provide a forum for communication and contacts within the financial community, and; f) Encourage and facilitate recognition of the financial function as a key component of corporate management. ARTICLE 3.0 MEMBERSHIPS 3.1 Membership in the South-East NB Chapter is open to persons employed in or interested in public sector financial management practices working in South-East New Brunswick. 3.2 There shall be two classes of membership: a) regular membership - regular members who pay the appropriate annual individual membership fee and have voting privileges, and b) honorary membership - members who are extended membership by the Board of Directors for the purpose of furthering the objectives of the Chapter and Institute and who are not required to pay the annual membership fee. Honorary members shall not have voting privileges. 3.3 The membership fee structure shall be determined by the Board of Directors in conjunction with the Executive Committee of FMI National Membership and ratified at each annual chapter meeting. Fees will be paid in full to the Financial Management Institute of South-East NB Chapter. The National FMI fee will be remitted to Ottawa by the South-East NB Chapter along with individual membership forms. 3.4 The membership database and listings of the Chapter and Institute may be used only for the conduct of Chapter business. ARTICLE 4.0 CHAPTER FISCAL YEAR 4.1 The fiscal year of the South-East NB Chapter shall coincide with the FMI National Fiscal year (July 1st to June 30th). ARTICLE 5.0 CHAPTER BOARD OF DIRECTORS 5.1 The property and business of the Chapter shall be managed by the Board of Directors, all of whom must be members in good standing. 5.2 The Board of Directors of the South-East NB Chapter shall consist of at least seven (7) members. 5.3 The Board of Directors shall nominate from its elected members, within one month following the Annual Chapter Meeting, the following officers: a) President, b) Vice-President c) Immediate Past President (not an elected position, see section 5.4) d) Secretary e) Treasurer f) Marketing, Membership and Liaison Co-ordinator g) Programs/Events Co-ordinator 5.4 The position of immediate past president will be held by the immediate past serving president of the organization, and is not an elected position. The immediate past president has full voting rights at all board meetings. In the event that an immediate past president resigns from the position, the Board of Directors may act to fill the vacancy. Any person so appointed shall hold office until the current president is replaced and becomes the new past president. 5.5 The Board of Directors shall co-ordinate all routine business of the South-East NB Chapter, set strategic directions, fill vacancies, appoint committees ( as required), approve topics for meetings and guest speakers, approve memberships and communication strategies, coordinate general meetings, and approve the budget. 5.6 Meetings of the Chapter Board shall be held at the call of the President. A quorum shall consist of four (4) of the members of the Board. 5.7 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. Such request shall be accepted unless the Board of Directors needs to discuss confidential or sensitive matters. 5.8 The property and business of the Chapter shall be managed by the Board of Directors, all of whom must be members in good standing. ARTICLE 6.0 ELECTION / DISMISSAL OF DIRECTORS 6.1 Board members will be elected for a two (2) year term on the Board of Directors. 6.2 Any member may be considered for election as a Board of Directors member. Nominations must be received by the Board at least five (5) business days prior to the annual general meeting at which Board of Directors members are elected. 6.3 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. 6.4 Any Board of Directors member can be removed from office upon a resolution approved by the majority (50%+1) of the members of the Board of Directors. ARTICLE 7.0 DUTIES OF OFFICERS 7.1 The President shall be the Chief Executive Officer of the South-East NB Chapter and shall preside at all meetings of the South-East NB Chapter. Other duties shall include general Chapter direction and liaison with FMI National in Ottawa. The president will also be responsible for communicating and promoting a positive image of the FMI Chapter, communicating with the National Communications Director to ensure a positive presence of the Chapter on the FMI website, providing updates of the Chapters events to the National Communications Director for input in the FMI Journal as well as maintaining contacts within government departments. The President will take the responsibilities of the Immediate Past President at the end of the term. 7.2 The Vice-President will perform the duties of the president in the absence of the president. The Vice-president shall be responsible for co-ordinating Chapter affairs. 7.3 The Immediate Past President shall provide guidance and assistance to the Board of Directors when requested and will chair the Nominating Committee. 7.4 The Secretary shall ensure that the minutes of all South-East NB Chapter meetings including the annual meeting are taken by a board member on a rotational basis. The Secretary will be responsible for the safekeeping and distribution of all meeting minutes, will conduct Chapter correspondence, and generally carry out the instructions of the Chapter Board of Directors related to these duties. 7.5 The Treasurer shall collect receipt, pay expenses, operate a bank account and maintain a set of accounting records of the South-East NB Chapter, in accordance with FMI Chapter Guidelines. The Treasurer shall present a financial statement at all Chapter meetings and will be responsible for preparing and presenting the Annual Report. 7.6 The Marketing, Membership and Liaison Co-ordinator shall be responsible for identifying and developing marketing approaches for membership, developing themes, newsletters, posters to advertise Chapter events, and maintaining the South-East NB Chapter website. The Marketing, Membership and Liaison Co-ordinator shall also be responsible for increasing the membership of the chapter, and for maintenance of the Chapter mailing lists in conjunction with FMI National. In addition, the Membership and Liaison Co-ordinator shall be responsible for the dissemination of FMI information to contact persons in other government departments, interested individuals and associations. 7.7 The Programs/Events Co-ordinator shall be responsible to propose guest speakers for approval to the Board of Directors, secure the speakers, arrange location and seek feedback from the membership regarding topics and quality of presentation. The Programs Co-ordinator shall also be the South-East NB Chapter liaison with the National Professional Development Organizations Coordinating Committee to coordinate schedules and leverage opportunities to share speaker with other professional development groups. ARTICLE 8.0 NOMINATING COMMITTEE 8.1 The nominating committee shall be chaired by the immediate past president of the Chapter and shall consist of the chairperson and at least two other regular members of the Chapter selected by the chairperson. The selection of the nominating committee members is subject to approval by the Chapter Board. 8.2 If the immediate past president is not able to chair Nominating Committee, then the Chapter Board shall appoint a chairperson. 8.3 The Nominating Committee shall provide to Chapter members at the General meeting of the Chapter, called for that purpose, their recommendations for the members and offices of the Board of Directors. ARTICLE 9.0 MEETINGS OF MEMBERS 9.1 The President shall call an Annual General Meeting of all members of the South-East NB Chapter each year. The President may also call Special General Meetings throughout the year if needed. 9.2 The Annual General Meeting shall be held within three months following each South-East NB Chapter's fiscal year, at a time and place determined by the board of directors. The Annual General Meeting shall be held for the purpose of: a) hearing reports from the Board of Directors, b) presenting a proposed program for the next year, c) ratifying constitutional changes proposed by the Board of Directors, and d) election of regular members to the Board of Directors, and e) consideration of any other Chapter business. 9.3 Fifteen (15) days notice shall be given to members for the Annual General Meeting or Special General Meetings setting out the agenda of such meetings and the call for nominations of the Board members to be elected under article 5.0 of this constitution. 9.4 A quorum shall consist of one-fifth (1/5) of regular members. 9.5 A decision of a majority (50% + 1) of regular members present and constituting a quorum shall be a decision of the South-East NB Chapter. 9.6 No error or omission in notice for a Chapter meeting shall invalidate such meeting. Any Director may, at any time, waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat. 9.7 The rules contained in 'Roberts Rules of Orders" (http://www.robertsrules.org or http://en.wikipedia.org/wiki/Robert's_Rules_of_Order) shall govern the conduct of all meetings of the South-East NB Chapter. ARTICLE 10.0 VOTING 10.1 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. 10.2 At any Board of Directors meeting, each Board member present shall have one (1) vote and the President shall cast the deciding vote in case of an equality of votes. ARTICLE 11.0 AUDITORS 11.1 The Board of Directors shall appoint another member of the Chapter to review the financial statements of Chapter. The annual financial statements shall be submitted to FMI National in Ottawa following approval at the annual meeting. 11.2 The annual financial statements shall be made available to members at the Annual Meeting or upon specific request by a member. ARTICLE 12.0 CONSTITUTIONAL AMENDMENTS 12.1 Any motion to amend the constitution must be circulated by the Chapter to all regular members in writing at least 15 days before the general meeting where they are to be considered and voted upon. ARTICLE 13.0 INTERPRETATION OF CONSTITUTION 13.1 In the event of any dispute arising as to the intent or meaning of this constitution, the interpretation of the Board Members shall be final. ARTICLE 14.0 CONFLICT OF INTEREST 14.1 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: 1. Upon approval by the Board of Directors, members may be recognized for their volunteer efforts. 2. Dependant on a cost effectiveness review, employers of FMI South-East NB Chapter Board members may be reimbursed for costs associated with the organizing and attending of FMI activities in recognition of the support provided to the Chapter. 14.2 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 Institute and applicable laws, regardless of any other affiliations, memberships or positions. 14.3 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 Institute 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. ARTICLE 15.0 INDEMNITIES OF DIRECTORS AND MEMBERS 15.1 No member of the Board of Directors, or a committee thereof, shall be personally liable for damages arising out of any actions, as a Director or Member of the Chapter, other than actions arising from misconduct, default, malfeasance or acts contrary to the instructions of the Board of Directors. 15.2 The Board of Directors shall, from the Chapter funds, indemnify all Directors and Members against any judgement issued for which, by Article 15.1, the Director or Member is not personally liable. ARTICLE 16.0 DISSOLUTION 16.1 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. This Constitution was adopted by the South-East NB Chapter on September 14, 2010. This Constitution was amended by the South-East NB Chapter on September 27, 2012.