Ohio Regional Council (ORC) of the
Institute of Management Accountants
By-laws
Published by the ORC Strategic
Planning Committee
May, 2004
Distribution
list
|
Name |
Position |
|
ý Nancy Garibay |
ORC Chairman |
|
ý Stacey Stratis |
Regional VP |
|
ý Sandy Brenner |
Regional VP Elect |
|
ý Laura Weisgarber |
Nominating Chair |
|
ý Thorpe McConville |
Chair Elect and Vice Chair Administration |
|
ý Kim Constantinides |
Vice Chair Professional Development & Education |
|
ý Larry Cox |
Vice Chair, Membership, Marketing & Public Relations |
|
ý Ken Riley |
Former ORC Chairman |
|
ý Pat Smith |
Former ORC Chairman |
|
ý Wayne Johnson ý Dewitt Harrell |
Chair Executive Committee Chair Strategic Planning Committee |
|
|
|
|
|
|
Change History
|
Name |
Reasons for change |
Date Changes Made |
|
Ken Riley, Chair ORC-SPC |
Outdated information |
01/31/2001 |
|
Dewitt Harrell, Chair ORC-SPC |
Outdated information |
11/1/2003 |
|
Dewitt Harrell, Chair ORC-SPC |
Outdated information |
04/19/2004 |
|
Dewitt Harrell, Chair ORC-SPC |
Outdated information |
05/05/2004 |
|
|
|
|
|
Table
of contents |
Section
2—Political Limitation
Section
3—Conformance with IMA By-laws
Article
VI—Executive Committee
Section
1—Composition and Charge
Article
VII—Strategic Planning Committee
Section
1—Composition and Charge
Article
VIII—Nominating Committee
Section
2—Nominations of Representatives to the IMA National Organization
Section
3—Nominations of Officers
Section
4—Nominations of Directors and Committee Chairs
Section
5—Nominations from the Floor
Article
IX—Elective Officers and Directors
Section
1—Fiscal and Operating Year
The name of this organization shall be Ohio Regional Council of the Institute of Management Accountants, Inc. The Ohio Regional Council (ORC) exists by way of the resolution and Charter adopted by the Board of Directors of the Institute of Management Accountants (IMA), pursuant to Article 17, Section 8 of the IMA By-laws.
The purposes of this organization shall be:
(a) To further the purposes and objectives of the IMA and its chapters which are members of the ORC.
(b) To promote and facilitate cooperation and communication between individual IMA members and member chapters.
(c) To provide a means through which its resources may be pooled to assist the member chapters of the IMA in achieving its purposes within the region served by the ORC.
(d) To conduct, sponsor, and/or participate in such activities, as it deems desirable or necessary in accomplishing the foregoing purposes.
(e) To assist in the orderly establishment of new chapters in the region, the maintenance of effective continuity of existing chapters, or any merging or dissolution procedures as requested by the chapters.
No part of the activities of the ORC shall consist of carrying of 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.
The ORC is chartered by the IMA and will conduct its affairs in accordance with the Constitution and By-laws of the IMA, and any resolution of the Executive Committee of the IMA that may now, or in the future, be put into effect.
Membership
of the ORC shall be limited to the duly chartered chapters of the IMA within
the region specified by the IMA National Board of Directors. All such chapters shall be admitted as
members upon their request.
Each member chapter shall be represented to the ORC by named delegates that are members of the IMA in good standing, elected or named by their chapter and duly reported to the IMA national office. Named delegates are the anticipated regular delegates who are designated to receive official notices of ORC meetings.
Any chapter member in good standing may represent their chapter as a voting delegate in the absence of named delegates without prior notice. Each chapter shall be limited to two (2) votes on any issue duly brought before the ORC.
The ORC Chairman shall only vote in the event of a deadlock, as a tiebreaker.
Any IMA
member in good standing may serve on an ORC committee with voting rights on that committee.
The ORC shall hold regular meetings no less than three times per year at a time and place approved by the ORC Chairman. Written notice of such meetings shall be sent, in accordance with Article 5, Section 3, no less than three weeks in advance of the scheduled meeting date.
Special meetings of the ORC may be called by the ORC Chairman, or by any three members Chapters of the ORC. Written notice must be given, in accordance with Article 5, Section 3, at least ten (10) days in advance of the selected meeting date, and stating the purpose for the meeting to be called.
Notice of all meetings shall be sent to:
§ Current elected officers, directors and named delegates of the ORC
§ ORC member chapter Presidents
§ ORC named Regional VP and Appointed Representatives
§ National office of the IMA
§ Current national officers and national committee members from the region served by the ORC
§ Past ORC Chairmen
§ IMA members who request the Secretary of the ORC to send such notices
One-half of the active member chapters
attending ORC regularly scheduled meetings, or fourteen (14)-voting delegates
or five (5) members of the Executive Committee shall constitute a quorum to do
business. For the benefit of a quorum, the Chairman of the ORC shall be
included, if present. Any act of a
majority of those voting at any duly constituted meeting of the ORC shall be
the official act of the ORC (except when in conflict with law or the ORC By-laws).
The ORC Secretary shall monitor arrivals and departures of delegates to assure
that a quorum continues to exist for transacting business.
All meetings shall be open to any individual member of the IMA in good standing.
Meetings shall be conducted in accordance with the ORC By-laws and Robert’s “Rules of Order.”
The immediate former ORC Chairman shall chair
the Executive Committee. The Executive Committee shall exist in order to handle
emergencies and confidential matters. It shall consist of the ORC Chairman, the
Chair of the Nominating Committee, the four (4) ORC Vice Chairs, the ORC Regional
VP. The quorum for transacting business
shall be five.
The Chair-Elect/Vice Chair-Administration/Chair Strategic Planning shall chair the Strategic Planning Committee. The Strategic Planning Committee will consist of past ORC Chairman who are active in the ORC, the current ORC Regional VP and any other members as selected by the Committee Chair that represent the region served by the ORC. The Committee is charged with the responsibility of conferring with the ORC chairman and officers in order to pursue the implementation of long range planning. It is also the responsibility of the Committee to maintain the ORC By-laws.
The Chair of the Executive committee shall chair the Nominating Committee. The Nominating Committee will consist of at least five (5) individual IMA members in good standing from the region served by the ORC. It shall be made up from among past ORC Chairmen who are active in the ORC and the current and outgoing ORC Regional VP. Once the Nominating Committee has selected the ORC Chairman, that person will become a member of the Committee, in order to be a part of selecting the balance of the nominations that will serve in their administration.
The duties of the Nominating Committee will include the selection (nomination) of the following positions, which represent the ORC in the national organization and to the member chapters.
(a) Regional VP
(b) Delegate to the Member Services Committee (if needed)
(c) Delegate to the Stuart Cameron McLeod Society (SCMS)
The duties of the Nominating Committee will include the selection (nomination) of the following officers:
(a) ORC Chairman
(b) Chair-Elect/Vice Chair-Administration/Chair Strategic Planning
(c) Vice Chair-Professional Development and Education
(d) Vice Chair-Membership/Marketing and Public Relations
(e) Vice Chair- Chapter Communications
(f) Treasurer
(g) Secretary
The Nominating Committee will also nominate Directors and Committee Chairs. The Strategic Planning Committee in concert may establish other council positions as needed. The ORC Chairman may appoint ad hoc committee chairs and directors.
Any ten (10) concurring member named
delegates, representing at least four (4) member chapters, may make additional
nominations from the floor at any ORC election proceedings.
The report (the slate of nominations) of the
Nominating Committee will be presented to the ORC for election no later than
the third regular meeting of the fiscal year. The officers, representatives,
directors and committee chairs shall be elected by a majority of votes at the
third regular meeting of the ORC fiscal year. Each officer so elected will hold
office for one year or until a successor can be named.
The term of this Nominating Committee will be the nomination and subsequent re-nomination (in the case of a resignation, vacancy or imposition of a new position, or termination due to non-performance or lapse in IMA membership) of the next fiscal year following the seating of the committee.
Qualifications and duties of elective officers and representatives of council, as well as the qualifications, positions, and duties of ORC directors, committee chairs, and other positions, will be included in the publication “Officers and Directors of the ORC and Their Duties,” and will be incorporated in their entirety as part of these By-laws by reference. The qualifications and duties as described in the publication may be revised as needed, without mandating a change to these By-laws.
In the
case of a vacancy, for any cause, in any office, chair or directorship, the
Nominating Committee responsible for that slate will select the successor. All
nominations or subsequent nominations must be ratified by the ORC.
The fiscal and operating year of the ORC shall run from July 1 to June 30.
The ORC shall not assess nor shall it indirectly incur any financial obligations for, or on behalf of, any of its members or member chapters without the prior approval by a majority vote of the delegates and other designated voting members.
The Chairman and the Treasurer of the ORC shall be authorized individually to sign bank checks on the operating fund bank accounts. The depository bank shall be instructed to send monthly statements and cancelled checks to the Treasurer.
A budget
for the annual incoming and disbursed funds shall be presented to the board for
approval at the first fiscal meeting of the ORC. Any line item not covered by the above budget will require the
individual approval vote of the ORC.
Amendments and budget variations may be presented for approval at
subsequent ORC meetings.
In the event the ORC shall be dissolved, any assets remaining after all other obligations of the ORC shall have been paid or otherwise adequately provided for, shall be sold and the net proceeds there from shall be distributed as follows:
First, to the member Chapters of the ORC, but if those Chapters do not qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code as stated above, 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 there under, 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 ORC and which do qualify as exempt purposes or organizations under Section 501(c) (3) of the Internal Revenue Code and regulations there under as the same now exist or as they may be amended from time to time.
These By-laws may be amended at any duly constituted meeting of the ORC by a two-thirds vote of its delegates and other designated voting members. Notice of such meeting shall have stated the amendment to be considered. 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.
Dewitt D. Harrell
Chair, Strategic Planning Committee
May, 2004