1.1 The Institute:
The Financial Management Institute of Canada (FMI-National) is composed of a National Board of Directors, affiliated chapters and members who belong to a chapter of their choice.

1.2 The Chapter:
The Financial Management Institute, Capital Chapter (FMI-CC) is composed of a Board of Directors and members.  FMI-CC shall operate generally under the Letters Patent of the FMI-National (Annex A) in accordance with the By-laws of FMI-National (Annex B).

1.3 The Board of Directors:
The Board of Directors referred to in these by-laws is the FMI-CC Board of Directors unless otherwise specified.

2.1 The objectives of FMI-CC are:

1. To be the leading advocate and pre-eminent source in the National Capital Region on sound financial management practices related to the accountable, economical, efficient and effective management of public sector resources.
   
   
2. To promote members’ understanding of the best practices for the management of resource in the public sector through meetings, professional development days, seminars, lectures, articles and news published in the fmi journal, and other suitable means as determined by the Board of Directors
   
   
3. To provide continuous learning and networking opportunities for members to enhance their knowledge of developments in public sector resource management.
   
   
4. To actively facilitate and encourage the networking among members and the broader public sector resource management community.

3.1 Membership in FMI-CC is open to all persons interested in resource management in the public sector.

3.2 There shall be two (2) classes of membership:

1. Regular membership; and
2. Honourary membership.

3.3 Membership is based on the FMI-CC fiscal year (July to June).

3.4 Regular members are those members who pay the appropriate annual individual membership fee. Regular members shall have voting privileges.

3.5 Honourary members are those members who are extended free membership by the Board of Directors in recognition of their outstanding contribution to the development of the public sector resource management community. Honourary members are not required to pay an annual membership fee. A maximum of three (3) honourary members shall be appointed annually by the Board of Directors.  Honourary members, other than past Capital Chapter presidents, shall not have voting privileges.

4.1 Membership fees will consist of an FMI-National fee, to be determined by the National Board of Directors, and an FMI-CC fee to be determined by the Board of Directors Membership fees for regular members shall be ratified by FMI-CC’s members at the FMI-CC Annual General meeting.

4.2 Any member who fails to pay the membership fee within three (3) months of the expiry of their membership shall be suspended from membership in FMI-CC until such time as the fee is paid.

5.1 The property and business of FMI-CC shall be managed by a Board of Directors consisting of up to twenty (20) members.  Directors shall be regular members in good standing.

5.2 At each FMI-CC Annual General Meeting elections will be held to fill any vacancies on the Board of Directors. The Board of Directors shall appoint a Nominating Committee composed of three (3) members:

1. The Past President, who will chair the Committee;
2. A Board member not seeking election for the Vice-President or President positions; and;
3. A third FMI-CC regular member in good standing.

The Nominating Committee shall seek nominations for Directors to be elected.  Directors will be elected from a list of nominations for a two (2) year term.

5.3 The Board of Directors may act to fill any vacancy created by the departure of a Director.  In addition, the Board of Directors may appoint up to three (3) other Directors, subject to the limitation at paragraph 5.1.  Any person so appointed shall hold office until the next FMI-CC Annual General Meeting.

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

5.5 Directors shall not receive any remuneration for their services as Directors.

5.6 Every Director of FMI-CC, or other person duly authorized, who has undertaken or is about to undertake any liability on behalf of FMI-CC, shall be indemnified and saved harmless out of the funds of FMI-CC, in or about the execution of the duties of his/her office.

6.1 The Executive Committee of FMI-CC shall consist of the following Directors:

1. President
2. Vice-President
3. Past President
4. Secretary
5. Treasurer

6.2 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 FMI-CC.  The Executive Committee shall exercise general supervision and control of day-to-day administration and operation of the business and affairs of FMI-CC.

6.3 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.

6.4 All employment or professional service contracts will be signed by the President and one (1) other member of the Executive Committee.   These contracts will be tabled at a meeting of the Executive Committee and could be made available to other members of the Board of Directors upon request.

7.1 The following paragraphs broadly define the duties of the Executive Committee and Directors.

7.2 The President shall preside at all meetings of the members, the Board of Directors and the Executive Committee of FMI-CC.  The President should represent FMI-CC in all matters unless otherwise delegated; provide leadership and direction to the Executive and Board; and promote the best interests of the FMI-CC at all times.

7.3 The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall be imposed by the Board of Directors.

7.4 The Secretary shall be responsible for the preparation of the agenda for meetings and keep such minutes of FMI-CC as are necessary. The Secretary shall be responsible to give notice of meetings to Directors and members as called for in these by-laws.  The Secretary shall be responsible to notify any Director of any resolution or policy that the Director is required to put into effect. The Secretary shall be responsible for the custody of the official papers, records, correspondence and contracts of FMI-CC.  The Secretary can direct the Administrator to assist with the tasks noted herein.

7.5 The Treasurer shall have responsibility for the financial activities of the Chapter, during their tenure as Treasurer, until such time as the Financial Reviewer's report for that fiscal year is received.  The Treasurer shall ensure that full and accurate accounts of the assets, liabilities, receipts and disbursements of FMI-CC are maintained.  The Treasurer shall render to the Board of Directors and members, as required by the Board, an accounting of all transactions of FMI-CC and a statement of financial position.

7.6 The immediate Past President shall provide advice to the Board.

7.7 The duties of all other officers of the Board will be prescribed from time to time by the President.

7.8 The President, Vice President or Treasurer may approve expenditures, up to a ceiling approved annually by the Board, for items that were not otherwise approved in the budget.  This expenditure approval shall be reported to the Board at the next Board meeting.

7.9 The Executive Committee may appoint such agents and engage such employees as it deems necessary from time to time.  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.  Such appointments shall be reported to the Board at the next Board meeting.  The remuneration of all agents and employees shall be fixed by resolution of the Board of Directors.

7.10 Directors and Executive Committee members, as such, shall not receive any stated remuneration for their services (as stated in para 5.5).  Reasonable expenses may be allowed for their attendance at each 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 Treasurer or the President.

7.11 Directors and Executive Committee members shall exclude themselves from any decision where they stand to benefit, directly or indirectly, from the outcome or where there could be a perceived conflict of interest.

8.1 The Board of Directors shall hold at least four (4) meetings per year, one (1) immediately after the Annual General Meeting of members, and three others at intervals of approximately three (3) months at such time and place as the President may determine.  Other meetings of the Board of Directors may be held at such time and place as the President may determine.

8.2 Any seven (7) Directors may request the Secretary to call a meeting of the Board of Directors.  The Secretary shall call such meeting within thirty (30) days of such a request.

8.3 The agenda for each meeting of the Board of Directors shall be provided to all Directors at least two (2) 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 the matters referred to under the headings "Membership Fees" and "Amendment of By-Laws".

8.4 At any meeting of the Board of Directors, seven (7) of the Directors then holding office shall constitute a quorum for the transaction of business.

8.5 Any member of FMI-CC 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.

8.6 The Board of Directors may remove a Director from office, subject to the limitation at paragraph 5.4, if that Director is absent from three (3) consecutive meetings.

9.1 The Executive Committee shall meet at such time and place as the President may determine.  Any three (3) members of the Executive Committee may request the Secretary to call a meeting.  The Secretary shall call such meeting within twenty-one (21) days of such a request.

9.2 At any meeting of the Executive Committee, three (3) of the members of the Committee shall constitute a quorum for the transaction of business.

10.1 The FMI-CC Annual General Meeting shall be held at such time and place as the Board of Directors may from time to time determine.  An FMI-CC Annual General Meeting must be held in each calendar year, no later than fourteen (14) months after the last FMI-CC Annual General Meeting.

10.2 Special meetings of the members of FMI-CC may be held at such time and place as the Board of Directors may determine, or upon the request of at least 50 members of FMI-CC, at such time and place as the Secretary may determine.

10.3 Only the business referred to in the notice of the Annual General 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 General Meeting 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.

10.4 At each FMI-CC Annual General Meeting, the Board shall report to the members the pro forma financial statements and the most recent report of the Financial Reviewer, Directors shall be elected, Financial Reviewers shall be appointed, FMI-CC membership fees ratified, and any other business may be transacted as may be properly brought before the meeting.

10.5 Ten (10) members present at an Annual General Meeting or special meeting shall constitute a quorum.

11.1 Ten (10) days prior written notice shall be given, by the Secretary, to each regular member of any annual or special meeting of members.

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.  Five (5) days prior notice shall be given, by the Secretary to Directors of any special meeting of the Board of Directors.

11.3 Thirty (30) days prior written notice shall be given by the Nominating Committee to members calling for nominations of Directors to be elected at the FMI-CC Annual General meeting.

11.4 Any notice of a meeting shall be published on the FMI-CC website and sent to a member at the last address recorded for the member in the books of FMI-CC.  No error or omission in giving notice of any annual or special meeting of the members 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.

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

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

13.1 The fiscal year of FMI-CC shall be the period July 1 to June 30.

14.1 The funds received by FMI-CC shall be deposited to the credit of FMI-CC in a chartered bank, trust company or other financial institution approved by the Executive Committee from time to time.  Such funds shall be withdrawn only by cheque signed by two of the members appointed by the Executive Committee, by resolution, for that purpose.

14.2 The Board of Directors may authorize the Treasurer to invest the funds of FMI-CC in accordance with an approved investment policy of the Board of Directors.

15.1 At each FMI-CC Annual General Meeting, the members shall appoint a qualified individual to conduct an independent review of the books of accounts of FMI-CC including the preparation of year-end Financial Statements.  The appointee shall hold office until his/her report is tabled.  The report shall be submitted at the next FMI-CC Annual General Meeting.  In the event that the appointed individual could not meet the requirements of this position, the Board of Directors may appoint a replacement to fill the vacancy, and the new individual so appointed shall hold office for the remainder of the term.

15.2 The appointed individual shall have the right to bring before any meeting of the Board of Directors or FMI-CC any matter that he/she may seem appropriate in regards to the books of accounts and Financial Statements of FMI-CC.  The individual shall have the right to appear at such meeting to present the matter he/she wishes discussed.

16.1  The seal of FMI-CC shall incorporate the words “Financial Management Institute of Canada – Capital Chapter” and L’Institut de la gestion financière du Canada – Section de la capitale”, and otherwise be in such form as the Board of Directors may by resolution from time to time approve.

17.1 The by-laws of FMI-CC may be repealed or amended by a 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.

17.2 The proposed by-law amendments must be made available to members at least 30 days in advance of the meeting duly called for the purpose of considering the said by-law.

18.1 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.

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

19.2 FMI-CC may engage in contracts or negotiations with members, elected members of the Board of Directors, appointed committee members or authorized representatives of FMI-CC and any corporation, partnership or association in which one or more of FMI-CC’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 FMI-CC and complies with the laws and regulations of the applicable jurisdiction in which the FMI-CC is registered at the time the contract or transaction is authorized, approved or ratified by the Board of Directors.

19.3 All Directors, appointed committee members and authorized representatives of FMI-CC shall act in an independent manner consistent with their obligations to FMI-CC 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 FMI-CC 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.

20.1 Should FMI-CC dissolve for any reason, its assets shall in turn be transferred to FMI-National, then if appropriate to a charitable organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.

21.1 FMI-CC 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 FMI-CC. FMI-CC shall maintain appropriate accounting records.

21.2 FMI-CC 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. its articles or restated articles of incorporation and all amendments to them currently in effect;
2. its by-laws or restated by-laws and all amendments to them currently in effect;
3. resolutions adopted by its Board of Directors;
4. the Financial Statements furnished for the past three (3) years to the Board of Directors;
5. a list of the names and business addresses of its current Directors; and
6. its most recent Annual Report.