By-Laws

1. Definitions 12. Meetings of the Executive Committee 2. Objectives of the Institute 13. Other Committees 3. Membership 14. Auditors 4. Membership Rates 15. Fiscal Year 5. Chapters 16. Head Office 6. Board of Directors 17. Corporate Seal 7. Election/Dismissal of National Directors 18. Amendment & Interpretation of By-Laws 8. Duties of National Directors 19. Conflict of Interest 9. Executive Committee 20. Dissolution 10. Meetings of Members 21. Corporate Records 11. Meetings of the Board of Directors Appendix A - Detailed Description of Roles, Responsibilities and Terms of Directors

1. DEFINITIONS 1.1 The Financial Management Institute of Canada: The Financial Management Institute of Canada (fmi*igf) is comprised of members who belong to a chapter and a National Board of Directors. 1.2 The Chapters: Chapters referred to in these by-laws are autonomous regional organizations under the umbrella organization – fmi*igf – and are comprised of members and a Chapter Board of Directors. 1.3 The Board of Directors: The Board of Directors referred to in these by-laws is the National Board of Directors (Board), unless otherwise specified. 1.4 Ex-Officio Director: Ex-Officio Directors referred to in these by-laws are members of the Board by virtue of the position within the fmi*igf to which the Board has appointed them.  Ex-Officio Directors shall not have voting rights on the Board.

2. OBJECTIVES OF THE fmi*igf 2.1 The objectives of the fmi*igf are to: 1. Be the leading advocate and pre-eminent source in Canada of information and best practices in 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 resource management; and 4. Actively facilitate and encourage the integration of the financial function with the broader management function in promotion of a more professional and progressive financial community.

3. MEMBERSHIP 3.1 Membership in the fmi*igf is open to all persons interested in public sector resource management and there shall be the following classes of membership: 1. Regular membership; 2. Honorary membership; 3. Student membership; 4. Retired membership; and 5. Corporate membership 3.2 Regular members are those members who pay the appropriate annual individual membership fee or have their fees paid for them by their employer who may be entitled to a group rate.  Regular members shall have voting privileges. 3.3 Honorary members are those members who are extended membership by the Board for the purpose of furthering the objectives of the fmi*igf.  Honorary members will receive voting and other benefits as determined by the Board. 3.4 Student members are individuals who are currently enrolled in a recognized post-secondary educational institution. 3.5 Retired members are individuals who have retired but wish to retain contact with the government resource management community. 3.6 Corporate members are those organizations who pay a board-determined annual corporate membership fee in order to obtain the flexibility to send various employees to activities of the fmi*igf or to receive other benefits as determined by the Board. 3.7 Regular, honorary, student and retired members shall be members of a chapter which will normally be the chapter closest to where the member resides. 3.8 Members cannot speak on behalf of the fmi*igf, sign any documents or express opinions on behalf of the fmi*igf unless so authorized by the Board. 3.9 Members can withdraw from membership by withdrawing from membership of their chapter.

4. MEMBERSHIP RATES 4.1 Membership fees for regular, student, retired and corporate members will consist of a national fee to be determined by the Board and ratified by members at the national annual general meeting and a chapter fee to be determined by the chapter to which the member belongs.  4.2 Any member for whom the membership fee has not been received shall be terminated from membership in the fmi*igf. 4.3 The membership year shall be consistent with the fiscal year of the fmi*igf.

5. CHAPTERS 5.1 The fmi*igf shall sanction chapters in Canada by a resolution approved by a majority of the members of the Board at a meeting where there is a quorum. 5.2 A community wishing to form a chapter of the fmi*igf shall work with the applicable Liaison Director to develop suitable by-laws and seek approval for establishment by the Board. 5.3 The fmi*igf may, after due negotiation and discussion, terminate its affiliation with any chapter that does not comply with and/or support the mandate and vision of the fmi*igf and its stated requirements to be an affiliated chapter. 5.4 Termination of affiliation shall be approved upon a resolution approved by a two-thirds (2/3) majority vote of the Board at a meeting where there is a quorum.

6. BOARD OF DIRECTORS 6.1 The Board shall consist of the following voting positions: 1. President; 2. Vice-President; 3. Immediate Past-President; 4. Secretary-Treasurer; 5. Director, Liaison East; 6. Director, Liaison Central; 7. Director, Liaison West; 8. Up to two (2) Directors, Special Projects as determined by the Board; and 9. All Chapter Presidents. 6.2 The Board may create Ex-Officio Director positions and appoint members of the fmi*igf to these positions.  The Board will also approve the terms of reference and terms for these directors. 6.3 The following Ex-Officio Directors will be invited to participate in Board meetings: 1. Chair(s) of Professional Development Week (PD Week); 2. Vice-Chair(s) of PD Week;  3. National Co-Chair(s) of the Public Sector Management Workshop (PSMW); 4. Local Co-Chair(s) of PSMW; 5. Editor, fmi*igf Journal; and 6. Assistant Editor, fmi*igf Journal. 6.4 The Board shall manage property and business of the fmi*igf.  In particular, the Board shall: 1. Review and approve the annual update of the fmi*igf five-year strategic plan (including vision, mission and key objectives and fiscal outlook) prepared by the Executive Committee; 2. Select and approve host chapters of PSMWs; 3. Appoint ex-officio Directors and Honorary Members; 4. Ratify the annual operational Plan and Budget; 5. Approve fmi*igf Policies; 6. Provide input to the performance appraisals of key staff members; and, 7. Approve the Annual Report and Financial Statements. 6.5 The Board may establish an organizational entity in order to administer some or all activities of the fmi*igf and may assign any of its duties or those of Board members to individuals within such an entity. The Board may also delegate any of its signing authorities to such an entity. 6.6 The Board may implement recognition or other awards programs. 6.7 The President may invite members of the fmi*igf and other individuals to attend portions of Board meetings and participate in the discussion of items relevant to their areas of responsibility. 6.8 As specified in their Chapter By-Laws, alternates may replace Chapter Presidents at Board meetings with full voting rights. 6.9 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. 6.10 Every director of the fmi*igf, or other person duly authorized, who has undertaken or is about to undertake any liability on behalf of the fmi*igf, shall be indemnified and saved harmless out of the funds of the fmi*igf and a liability insurance policy, in or about the execution of the duties of his/her office provided that they have acted in good faith.

7. ELECTION/DISMISSAL OF NATIONAL DIRECTORS 7.1 On an annual basis, the Immediate Past President shall convene a Presidential Nomination Committee for the purpose of identifying a candidate for election as the incoming Vice-President. This Committee shall consist of: 1. President; 2. Vice-President;  3. Immediate Past President (chair); 4. One other Past President; and 5. Up to two (2) other geographically representative members of the fmi*igf 7.2 The Presidential Nomination Committee shall, at least two (2) months prior to the annual general meeting of members, provide the Board with the name of a member of the fmi*igf who is recommended to stand for election as the incoming Vice-President. 7.3 The Vice-President will be elected for a three-year term on the Board and will automatically assume the position of President in the second year of his/her term and the position of Immediate Past President in his/her third year of office. 7.4 On an annual basis, the Vice-President shall convene a Directors’ Nomination Committee for the purpose of identifying a slate of candidates, who are members of the fmi*igf, for election as Directors for all other positions except Chapter Presidents (article 6.1.9). This Committee shall consist of: 1. Vice-President (chair); and 2. Three other Directors Note: At least two of the four members of the Directors’ Nomination Committee shall be from outside the Ottawa/Gatineau region. 7.5 The Committee will seek names of potential candidates from the fmi*igf membership for all vacant positions.  Chapter Presidents will also be asked to provide a list of potential candidates for the positions of Directors Liaison from which the Committee could select suitable candidates. 7.6 The Directors’ Nomination Committee shall, at least one (1) month prior to the annual general meeting of members, provide the Board with a list of names of members recommended as candidates to stand for election as Directors of the fmi*igf.  The candidate identified by the Presidential Nomination Committee (article 7.2) shall also be included in this list of names.  The Members shall also be notified of these proposed candidates. 7.7 In addition to the slate of candidates recommended by the Directors’ Nomination Committee and the Presidential Nomination Committee any member may be considered for election as a Director, upon a written nomination supported by five (5) members.  Thirty (30) days prior to the Annual General Meeting, notice shall be given by the Secretary-Treasurer, to members for a call for such nominations.  Nominations must be received by the Secretary-Treasurer at least seven (7) days prior to any annual general meeting at which Directors are to be elected. 7.8 Directors shall be elected by a majority of members present at an annual general meeting. 7.9 The Board may act to fill any vacancy on the Board. Any person so appointed shall hold office until the next annual general meeting of members. 7.10 Any Director may be removed from office upon a resolution approved by a two-thirds (2/3) majority vote of the Board at a meeting where there is a quorum.

8. DUTIES OF NATIONAL DIRECTORS 8.1 The following paragraphs broadly define the duties of the Directors. 8.2 The President shall: 1. Provide leadership and direction to the Board and the Executive Committee and promote the best interests of the fmi*igf at all times;  2. Preside at all meetings of the membership, the Board and the Executive Committee;  3. Be a member of all committees and working groups; and 4. Represent the fmi*igf in all matters, unless otherwise delegated. 8.3 The Vice-President shall: 1. Perform the duties and exercise the powers of the President in his/her absence; 2. Chair the Directors’ Nomination Committee; 3. Be a member of all committees and working groups;  and 4. Oversee/coordinate the activities of the Directors, Liaison. 8.4 The Secretary-Treasurer shall: 1. Have responsibility for financial activities of the fmi*igf, including all banking matters; 2. Develop an annual operating budget for consideration and approval by the Executive Committee; 3. Keep full and accurate accounts of the assets, liabilities, receipts and disbursements of the fmi*igf, and render to the Executive Committee, the Board and members an accounting of all transactions of the fmi*igf and a statement of financial position; 4. Oversee the preparation of the agenda for meetings and of the minutes of all formal meetings of the fmi*igf; 5. Give notice of meetings to Directors and members as called for in these by-laws; and, 6. Be the custodian of the corporate seal, official papers, records, correspondence and contracts of the fmi*igf retained in accordance with the article titled “Corporate Records” in these by-laws. 8.5 The Immediate Past President shall: 1. Ensure the transfer of corporate memory to the new President and Vice-President; 2. Chair the Presidential Nomination Committee; 3. Act as the ethical advisor and ombudsman; 4. Provide advice to the Board; and 5. Review and propose updates to the fmi*igf Policies as required. 8.6 The Directors, Liaison shall: 1. Maintain ongoing contact with all chapters within their area of responsibility; 2. Represent the interests of chapters at the national level; 3. Support the chapters in their operations; and 4. Facilitate the sharing of information. Note: Director, Liaison East shall be responsible for all chapters located in New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador.  Director, Liaison Central shall be responsible for all chapters located in Ontario, Quebec and Nunavut.  Director, Liaison West shall be responsible for all chapters located in Manitoba, Saskatchewan, Alberta, British Columbia, Yukon and the Northwest Territories. 8.7 Director(s), Special Projects shall be responsible for the planning, organization and conduct of the assigned special projects within the terms of reference, guidelines and direction provided by the Board. 8.8 The Chapter Presidents shall: 1. Promote the best interests of the fmi*igf at all times; 2. Represent the interests of fmi*igf members in all respects; and 3. Report on and promote the activities of their respective chapters.

9. EXECUTIVE COMMITTEE 9.1 The Executive Committee of the fmi*igf shall consist of the following Directors: 1. President; 2. Vice-President;  3. Past President; 4. Secretary-Treasurer; and 5. Up to two voting members of the Board as may be approved by the Board. 9.2 The Executive Committee is accountable to the Board and exists to support the mandate, vision and objectives of the fmi*igf and its chapters.   Specifically, the Executive Committee shall: 1. Plan, manage and report on the administration and operation of the fmi*igf; 2. Approve the hiring of key fmi*igf staff members and any delegation of roles and authorities; 3. Develop and recommend for Board approval, an annual update to the fmi*igf strategic plan; 4. Approve the annual operational plan and budget; 5. Develop and approve directives and guides on various fmi*igf activities including administration, finance, procurement, PD Week, PSMW and the fmi*igf Journal; 6. Oversee the activities of the Chairs of PD Week, PSMW, the fmi*igf Journal Editor and Editorial Board and other national programs; and 7. Approve all reports on performance and any other reports to the fmi*igf membership or the public. 9.3 The President may invite members of the fmi*igf and other individuals to attend portions of Executive Committee meetings and participate in the discussion of items relevant to their areas of responsibility. 9.4 The Executive Committee may appoint agents and engage employees as it deems necessary from time to time. 10. MEETINGS OF MEMBERS 10.1 The annual or other general meeting of the fmi*igf shall be held at such time and place as the Executive Committee may determine.  An annual general meeting must be held each year. 10.2 Only the business referred to in the notice of the annual meeting, or of a special meeting, shall be dealt with at the annual or special general 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. 10.3 At all general meetings of members of the fmi*igf, twenty-five (25) members of the fmi*igf, from at least six (6) chapters, present in person, shall constitute a quorum for the transaction of business. 10.4 Special general meetings of the members of the fmi*igf may be held at such time and place as the Executive Committee may determine, or upon the request of at least fifty (50) members of the fmi*igf from at least six (6) chapters, at such time and place as the Secretary-Treasurer may determine. 10.5 Thirty (30) days prior notice shall be given, by the Secretary-Treasurer, to each member of any annual or special general meeting of members. 10.6 Any notice of a meeting of all members shall be published on the fmi*igf’s web site and sent to a member at the last address recorded for the member in the books of the fmi*igf.  No error or omission in giving notice of any annual or general meeting of the members of the fmi*igf 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. 10.7 Resolutions shall be passed by a simple majority of votes cast unless otherwise required in these by-laws. 10.8 At any meeting of members of the fmi*igf, each member present shall have one (1) vote and the President shall cast the deciding vote in case of an equality of votes 11. MEETINGS OF THE BOARD OF DIRECTORS 11.1 The Board shall hold at least four (4) meetings per year, one (1) immediately before the annual general meeting of members, and three (3) others at intervals of approximately three (3) months, at such time and place as the President may determine. 11.2 An annual calendar of regular meetings of the Board of Directors will be provided to Directors at the beginning of each fiscal year. Seven (7) days prior notice shall be given, by the Secretary-Treasurer, to Directors of any special meeting of the Board of Directors. 11.3 The agenda for each meeting of the Board of Directors shall be provided to all Directors at least seven (7) days 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 headings "Membership Fees" and "Amendment of By-Laws". 11.4 At any meeting of the Board, fifty (50) percent plus one (1) of the Directors defined in paragraph 6.1 then holding office shall constitute a quorum for the transaction of business. 11.5 Board meetings may be held by teleconference, in person or by a combination of both. 11.6 Decisions of the board shall be by a simple majority of those present except as otherwise provided for in these by-laws. 11.7 Any member of the fmi*igf may ask to attend as an observer at meetings of the Board by communicating his/her request to the President ten (10) working days in advance of the meeting. Such requests shall be accepted unless the Board needs to discuss confidential or sensitive matters. 12. MEETINGS OF THE EXECUTIVE COMMITTEE 12.1 Whenever the President determines the need for a meeting of the Executive Committee, he/she may call for such meeting and shall prescribe the time and place. 12.2 Upon receipt of a request from any two (2) members of the Executive Committee to call a meeting of the Executive Committee, the Secretary-Treasurer shall within twenty-one (21) days of such request forthwith call such a meeting to be held at such time and place as the President may determine. 12.3 The agenda for each meeting of the Executive Committee shall be provided to all members of the committee at least seven (7) days in advance of the meeting. With the consent of a majority of members 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." 12.4 At any meeting of the Executive Committee, more than fifty (50) percent of the members of the Committee shall constitute a quorum for the transaction of business and resolutions shall be carried by a simple majority of members present except as otherwise provided for in these by-laws. 12.5 Executive Committee meetings may be held by teleconference, in person or by a combination of both. 13. OTHER COMMITTEES 13.1 The Board may establish such committees and/or working groups as it deems necessary or desirable to further the objectives of the fmi*igf. 13.2 The Board shall establish the terms of reference and membership of any such committees and/or working groups. 14. AUDITORS 14.1 At each annual general meeting of the fmi*igf, the members shall appoint an Auditor who shall hold office until the next annual general meeting.  14.2 The report of the Auditor upon the accounts of the fmi*igf shall be submitted at the next annual general meeting of the fmi*igf. 14.3 Board may appoint an Auditor to fill any vacancy in the Office of the Auditor and the Auditor so appointed shall hold office for the remainder of the term of the Auditor originally appointed. 14.4 The Auditor shall have the right to bring before any meeting of the Board any matter affecting the Auditor's report and shall have the right to appear at such meeting to present the matter the Auditor wishes to discuss. 15. FISCAL YEAR 15.1 The fiscal year of the fmi*igf shall be from July 1 to June 30. 16. HEAD OFFICE 16.1 The Head Office of the fmi*igf shall be in the city of Ottawa in the Province of Ontario. 17. CORPORATE SEAL 17.1 The seal of the fmi*igf shall incorporate the words "Financial Management Institute of Canada" and "L'Institut de la gestion financière du Canada," and otherwise be in such form as the Board may by resolution from time to time approve. 18. AMENDMENT AND INTERPRETATION OF BY-LAWS 18.1 The by-laws of the fmi*igf may be repealed or amended by a resolution approved by a two-thirds (2/3) majority vote of the Board at a meeting where there is a quorum, and ratified 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 changes, provided that there is a quorum at this meeting. 18.2 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. 19. CONFLICT OF INTEREST 19.1 No member of the fmi*igf shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the fmi*igf, except as provided by these by-laws. 19.2 The fmi*igf may engage in contracts or negotiations with members, elected members of the Board, appointed committee members or authorized representatives of the fmi*igf and any corporation, partnership or association in which one or more of the fmi*igf’s Directors, Ex-Officio 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 prior to commencement of any such contract or transaction; 2. The Board 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; and,   3. The contract or transaction is fair to the fmi*igf and complies with the laws and regulations of the applicable jurisdiction in which the fmi*igf is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the Board. 19.3 All Directors, appointed committee members and authorized representatives of the fmi*igf shall act in an independent manner consistent with their obligations to the fmi*igf and applicable laws, regardless of any other affiliations, memberships or positions. 19.4 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 fmi*igf 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. 20. DISSOLUTION 20.1 Should the fmi*igf dissolve for any reason, its assets shall in turn be dispersed to any chapters that continue to exist, then to a charitable organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements. 21. CORPORATE RECORDS 21.1 The fmi*igf shall keep permanent record of the minutes of all meetings of its Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by a Committee of the Board of Directors acting in place of the Board of Directors and on behalf of the fmi*igf. The fmi*igf shall maintain appropriate accounting records. 21.2 The fmi*igf shall keep a copy of the following records at its principal office or at a location from which the records may be recovered within two (2) business days: 1. Articles or restated articles of incorporation and all amendments to them currently in effect; 2. By-laws or restated by-laws and all amendments to them currently in effect;   3. Resolutions adopted by the board; 4. Approved financial statements for the past three (3) years; 5. List of the names and business addresses of its current directors; and, 6. Most recent annual report.