BYLAWS FOR MID-AMERICA REGIONAL COUNCIL
Institute of Management Accountants (IMA)
Article I – Name
Section 1: The name of this organization shall be the Mid-America Regional Council of the Institute of Management Accountants (IMA). This Regional Council exists by way of a resolution and Charter adopted by ARTICLE IX - Board of Directors of the IMA, pursuant to Article XVI - GENERAL, Section 8 of the IMA Bylaws.
Article II - Purpose
Section 1: The purpose of this organization shall be:
To assist and/or co-sponsor with the Chapters in the functions and activities as listed. The Council may conduct its own activity within a geographic area if it is deemed desirable or necessary providing it does not conflict with the local Chapter.
Section 2: No part of the activities of this Council shall consist of carrying on propaganda, or otherwise attempting to influence legislation, or of participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
Section 3: Conformance with IMA Global Guidelines. This Council is chartered by the IMA and will conduct its affairs in accordance with the Constitution, Bylaws, Code of Ethics and Statement of Core Values of the IMA and any resolution of the Global Board of Directors of the IMA that may now or in the future be put into effect.
Article III - Membership
Section 1: Membership in this Council shall be limited to the duly chartered Chapters of the IMA located within the area specified by the charter of the Mid-America Regional Council and all such Chapters shall, upon their request, be admitted as members.
Section 2: Chapter Membership in this Council shall terminate:
- Ninety (90) days after written notice of the Chapter’s voluntary attempt to terminate. This allows the Council to convene and take appropriate action as deemed necessary.
- At any time upon vote of a majority of all delegates to this Council in a duly constituted meeting, when a member Chapter is more than 365 days (1 year) in arrears in the payment of its membership dues or other financial obligation to this Council, upon motion by the Treasuer and approved by vote of a majority of delegates present, or
- At any time a member Chapter is no longer a chartered Chapter of the IMA.
Article IV – Delegates
Section 1: Each member Chapter shall be represented in this Council bythree (3) voting delegates who shall be certified by the member Chapter’s Board of Directors or by the Chapter’s President. They shall be called "certified delegates." Delegates must be members in good standing. Delegates shall be responsible for communicating Council actions and activities to their respective Chapter.
Alternate delegates may be named by the Chapter as deemed appropriate.
Student Chapters of the Council shall be entitled to one (1) voting delegate. Member Chapter’s’ student Chapters shall NOT have a vote on the Council.
Section 2: The current President of each member Chapter whenever practicable shall be one of that member Chapter's delegates.
Section 3: The immediate Past President of each member Chapter whenever practicable shall be designated as one of that member Chapter's delegates.
Section 4: Any member of a member Chapter who is currently a regional officer or Regional Director shall be designated as one of the delegates whenever practicable. Note, if this officer or director is a Council Past President, it is not necessary to name that person as a Chapter delegate.
Section 5: Each member Chapter may name up to two (2) alternate delegates. Each alternate delegate must meet the criteria stated in Article IV, Section 1. An alternate delegate may represent the member Chapter in the absence of a (regular) delegate and shall have the full voting powers of the (regular) delegate for that Council meeting.
Each Past President of the Mid-America Council shall be considered a delegate with voting privileges. They need not be a delegate from their home Chapter.
Article V - Meetings
Section 1: This Council shall hold regular meetings on call of the Council President no less than four (4) times each year at a time and place determined by the President. Written or electronic notice of such regular meetings shall be sent to each delegate not less than twenty (20) days in advance of the meeting date, but no failure or defect in the delivery of the notice shall invalidate the meeting or any procedure taken there of.
Section 2: Special meetings of this Council may be called from time to time by the President, or by any three (3) member Chapters of this Council, provided written or electronic notice is given to all delegates at least ten (10) days in advance of the meeting stating the purpose(s) of the meeting.
Section 3: Notices of all meetings shall also be sent to:
- The Community Engagement Leader at IMA Global or relevant Gobal staff member.
- All current Regional Officers, current IMA Global committee members and current Regional Directors of the IMA who are affiliated with or have assigned responsibilities in connection with member Chapters of this Council.
- Any past Council officers, Past Presidents of member Chapters or former delegates to this Council who request the Secretary of this Council to send them such notices.
Section 4: Certified delegates and Council Student Chapter delegates shall have the power to vote (1 vote each). If one or more certified delegates are not present, any Chapter’s alternative delegate present may vote. Certified, alternative and Council student delegates shall be members in good standing of IMA. All Past Presidents of the Council shall have the power to vote.
Global committee members need not be a certified or alternative delegate and do not have the power to vote (unless certified or alternative voting delegates).
Council officers must be certified delegates of their Chapter unless they are also Past Council Presidents.
Section 5: A quorum shall constitute five (5) individuals represented by at least 3 chapters eligible to vote. Except as provided by the Bylaws, an act of the majority of those delegates or designated alternates voting at any duly constituted meeting of this Council shall be an act of this Council.
Section 6: Delegates who are unable to attend meetings in person may be represented via teleconference.
The signed written proxy by a certified delegate is limited to votes for items that all delegates have received written notice at least 10 days prior to the meeting
Section 7: All meetings shall be open to any individual member of the IMA in good standing.
Section 8: Meetings shall be conducted in accordance with these Bylaws and Robert's, "Rules of Order."
Article VI - Nominating Committee
Section 1: The President shall appoint a nominating committee. The Nominating Committee shall be comprised of at least 4 individuals. In selecting committee members, priority will be given to President-Elect, Past Global Directors and past Council Presidents who are active in the affairs of the Council. In selecting the chair, preference will be given to the immediate President- Elect from the Council.
Section 2: The duties of the committee will include:
- Provide a slate of all Council officers, Regional Directors, and Council Representative for the IMA Council & Global Components Roundtable. The selection will be from a pool of candidates, who have the following qualifications:
- Are a Past Chapter President, a Past Regional Director, Past Council President or other appropriate Global and/or Council service.
- Have the commitment to fulfill duties and responsibilities of the position.
- In lieu of #1, complete agreement by nominating committee that the candidate would be an asset to the Council board.
- The nominee for Council President will be selected from a pool of candidates who have the following qualifications:
- Are a past Council Officer or a past Regional Director.
- Have the commitment to fulfill the duties and responsibilities of the position.
Section 3: At the discretion of the Council President, a separate nominating committee may be appointed to nominate Council officers other than the President.
Article VII - Elective Officers
Section 1: The elective officers of this Council shall be; President, President-Elect, Vice-President, Communications; Vice-President, Education; Secretary, Treasurer; Council Representative for the IMA Council & Global Components Roundtable; Regional Directors, all of whom shall be duly certified delegates unless they are a Past Council President.
Section 2: Officers shall be elected by a majority of delegates present in person or via teleconference at any regular or special meeting of this Council, provided notice of such election is included in the notice of such meeting.
Section 3: Officers shall take office on July 1 following their election, and shall serve for one (1) year for Council officers, Council Representative for the IMA Council & Global Components Roundtable, and Regional Directors, or until their successors have been duly elected and qualified.
Section 4: Officers shall have such powers, and shall perform such duties as described in these bylaws, as are necessary to carry out the objectives and accomplish the purposes of this Council.
Section 5: In case of a vacancy in the office of the President, the President-Elect will succeed the President. Should a vacancy occur in the office of the President-Elect, the nominating committee will select the successor, and if a vacancy shall occur in any other Council officer position, such vacancies shall be filled for the unexpired term by an appointment of the President. All appointments will be ratified by the majority of the Council members present at the first meeting following the vacancy.
Article VIII - Duties of Elective Officers
Section 1: The President shall be the executive head of the Council and when present shall preside at all meetings. The President shall exercise general supervision of the affairs of the Council, shall see to the enforcement of the Bylaws, shall appoint such committees as deemed necessary to accomplish specific tasks with the necessary authority individually provided, shall be ex-officio a member of all committees, shall make reports of Council's activities to the Presidents of Chapters in good standing.
Section 2: The President-Elect shall serve as President Pro Tempore in the event of the absence of the President and shall chair ad-hoc committees.
Section 3: Following are general job descriptions for Vice Presidents:
VP Education—Responsible for planning educational sessions for the Council including CMA activities/courses available at all of the Chapters/areas and promoting and informing Chapters of these, or other educational sessions in a responsible and fiscally accountable manner. The VP Education is also responsible for the coordination of activities with any Student Chapter sponsored directly by the Council.
VP Communications—Responsible for the collection, organization and dissemination of the Council Newsletter four (4) times a year; the Council Website, and the Council Roster (collection, organization, distribution of the Roster.)
The Vice-Presidents shall be the planning officers and shall coordinate all planning activities of this Council to obtain efficient and timely results and they shall perform such other duties as may be assigned to them by the President or the delegates.
Section 4: The Secretary shall be the custodian of the records of this Council. The Secretary shall record the minutes of each meeting of this Council and shall prepare and distribute copies of the minutes to all persons on the list of those to receive notices including the IMA Global Office, within a reasonable time following the meetings. The Secretary shall see to the appropriate transfer of records to a duly elected successor. The Secretary shall perform such other duties as may be assigned by the President or the delegates.
Section 5: The Treasurer shall be responsible for the financial affairs of this Council. The Treasurer shall open a bank account in the name of the Council and receive and disburse all funds and shall be custodian of all property. The Treasurer shall maintain the financial records of this Council. The Treasurer shall prepare, annually, an operating budget and shall present current financial reports to delegates of this Council at each regularly scheduled meeting. The Treasurer shall see to the appropriate transfer of financial records and bank accounts to a duly elected successor. The Treasurer shall perform such other duties as may be assigned by the President or the delegate.
Section 6: Council Representative for the IMA Council & Global Components Roundtable – The Council Representative’s key responsibility is to be the “voice of the member” for the Council and its Chapters. The Roundtable is an opportunity to communicate concerns, opportunities, successes, ideas, etc. as it relates to the interests of the Council and its Chapters. Knowledge of Council and/or Chapter operations is important. A complete list of duties and skill sets for this position can be found in Appendix A as Attachment 1.
Section 7: Regional Directors—The primary role of a Regional Director is to evaluate and assess Chapter management and provide substantive suggestions of how to improve Chapter service to members and Chapter operations. Regional directors are the liaison between Chapters and the Regional Council and will report to the Council Representative for the IMA Council & Global Components Roundtable. Regional directors are responsible for reporting on the activities, difficulties and needs of the membership group they are assigned to support. A complete list of duties and skill sets for this position can be found in the Appendix A as Attachment 2.
Article IX - Finances
Section 1: The fiscal year of this Council shall run from July 1st to June 30th.
Section 2: This Council shall not assess nor, directly or indirectly, incur any financial obligations for, or on behalf of, any of its member Chapters without majority approval.
Section 3: General Funds. This Council may assess yearly dues to the member Chapters based upon the budget approved by the Council. Each Chapter will be assessed based on its membership as of the first day of the competition year as determined by IMA Global.
Section 4: Specific operating funds. By affirmative vote of the delegates, this Council may, from time to time, request financial support from its member Chapters for special projects or programs. It shall at such time establish the basis on which such financial support and participation in the net proceeds, if any, shall be shared by member Chapters. Each member Chapter will promptly advise the secretary of this Council whether or not it will obligate itself for its share. The failure of any member Chapter to accept its share shall, in no way, limit this Council in carrying out its projects and programs.
Section 5: Reserves. This Council may, from time to time, enjoy an excess of receipts over disbursements with respect to its projects and activities, and it may retain such excesses and use them to carry on other projects and activities in accordance with its purposes as set forth in Article II of these Bylaws, except that any such excesses shall first be used to repay to the member Chapters such monies, if any, as they may have advanced to this Council other than membership dues.
Section 6: Dissolution. In the event this Council shall be dissolved, any assets of this Council remaining after all outstanding obligations have been paid, or otherwise adequately provided for, shall be sold and the net proceeds therefrom shall be equally distributed as follows:
First, to the active member Chapters (as defined by global IMA standards at the date of the dissolution) of the Council, but if those Chapters do not qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, then to the IMA provided that it qualifies as an exempt organization under section 501(c)(3) of the Internal Revenue Code. If neither of those organizations shall be qualified under section 501(c)(3) of the Internal Revenue Code and the regulations thereunder, as the same now exist or as they may be amended from time to time, then proceeds shall be distributed for purposes related to the Council and which then do qualify as exempt or organizations under 501(c)(3) of the Internal Revenue Code and the regulations thereunder as the same now exist or as they may be amended from time to time.
Article X Standing Committees
Section 1: There shall be four (4) standing committees of the Council:
- Long-Range Planning
All shall be appointed by the President with the exception of the Advisory Committee. The Advisory Committee shall be comprised of all active Past Council Presidents and shall be chaired by the immediate Past Council President.
Article XI - Amendments
Section 1 These Bylaws may be amended at any time by the Board of Directors of the IMA. These Bylaws may also be amended at any duly constituted meeting of this Council by a two- thirds vote of the delegates present in person or via teleconference provided the notice of such meeting shall have stated the general substance of the amendment(s) to be considered at the meeting. Any amendment that serves to change the intent or context of IMA rules and resolutions either explicitly or implicitly shall be considered null and void.
Council Representative for the IMA Council & Global Components Roundtable
- Present and represent Regional Council and Chapter issues, views and opinions at IMA Council & Global Components Roundtable meetings.
- Maintain contact with the Regional Council Board and the Council Chair on issues impacting Chapter and Council
- Attend Regional Council meetings and educational
- Offer suggestions and share ideas of improvement to Council and Chapter operations.
- Encourage Chapter participation in Council
- Encourage Council participation in Global IMA
- Identify and recruit talented Chapter and Council leaders for development and advancement to Council and Global
- Member in good standing from the Council’s region
- Enthusiasm and willingness to serve
- Able and willing to commit time and effort required (about 25 hours annually)
- Prior attendance and participation in Regional Council
- Company support and/or personal commitment to take required time off and to fund travel
- Working knowledge of Chapter and/or Council
- Excellent communication
- Understand IMA’s mission, vision and strategic goals
- Open-minded to evolving IMA global environment
Regional Director Position Guidelines
- The primary role of this position is to evaluate and assess Chapter management and provide substantive suggestions of how to improve Chapter service to members and Chapter
- Maintain contacts with the Regional Council Board and Chapter
- Function as a liaison between assigned Chapter(s) and Regional
- Attend one Chapter Board meeting and one educational meeting of each assigned Chapter during the competition year. Ideally the Chapter Board meeting visit should be to a planning meeting prior to August 1st. Complete a Regional Director Report after each Chapter Visit (See Attachment 3).
- Attend all Regional Council meetings and educational
- Attend and participate in award presentations at the Chapter
- Attend and participate in IMA Global award presentations at the Council
- Timely communication and distribution of Chapter visit information to the Council Chair, Global Director and other appropriate
- Encourage Chapter participation in Council
- Maintain periodic contact with Chapter Board and Council Board
- Identify and recruit talented Chapter leaders for development and advancement to Council and Global
- Enthusiasm and willingness to
- Significant Chapter management experience
- Prior attendance and participation in Regional Council
- Company support and/or personal commitment to take required time off and to fund travel
- Adherence to IMA’s continuing Education Requirements for Global
- Working knowledge of Chapter
- Good communication
Regional Director Report of Chapter Visit
Chapter: Date of Visit:
Individual Filing Report:
- What suggestions have you made that will improve service to members?
- What suggestions have you made that will improve Chapter operations?
- What is your assessment of the strengths and weaknesses of Chapter management and what actions do you suggest be taken to overcome the weaknesses?
- What are the greatest concerns or needs that the Chapter President or Board has expressed to you and what actions have and/or will you take to address these issues?
- Have you identified anyone from this Chapter with the desire, ability and talent to serve in a position at the Regional Council and/or Global level in IMA?
- Other comments:
Distribution: Global Director, Chapter President