Article I – Charter and Name

Section 1: The name of this organization shall be the Northern Lights Regional Council of the Institute of Management Accountants. This Regional Council exists by way of a resolution and Charter adopted by the Board of Directors of the Institute of Management Accountants, Inc. pursuant to Article 17, section 8 of the IMA Bylaws.

Article II – Purposes

Section 1: The purposes of this organization shall be:

a. To further the purposes and objectives of the Institute of Management Accountants and its Chapters which are members of this Regional Council.
b. To promote and facilitate cooperation and communication between its members and to provide a means through which their resources may be pooled to assist the Chapters of the Institute of Management Accountants to achieve its purposes within the area served by this Regional Council.
c. To conduct, sponsor, or participate in such activities as it deems desirable or necessary in accomplishing the foregoing purposes.
d. To assist in the orderly establishment of new Chapters in the area.

Section 2: No part of the activities of this Regional 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 by-laws. This Regional Council is chartered by the Institute of Management Accountants and will conduct its affairs in accordance with the constitution and By-laws of the Institute of Management Accountants and any resolution of the Executive Committee of the Institute of Management Accountants that may now or in the future be put into effect.

Section 4: Also in conformance with IMA Bylaws, the Regional Council is required to appoint a nominating committee to:

a. Submit, not later than February 20, after Council approval, National Vice President to serve for two years beginning July 1st, and;
b. Submit, not later than February 20, after Council approval, Regional Directors to serve for two years beginning July 1st.

Article III – Membership

Section 1: Membership in this Regional Council shall be limited to the duly chartered Chapters of the Institute of Management Accountants located within the area specified by the National Board of Directors and all such Chapters shall, upon their request, be admitted as members.

Article IV – Delegates

Section 1: Each member chapter shall be represented on this Regional Council by up to 4 delegates who shall be members of the Institute of Management Accountants in good standing, appointed by the Chapter President, approved by the Chapter Board, and reported to the Regional Council Secretary by each June 1st. The five elected officers and Regional Directors of the Regional Council shall also be voting members of the Regional Council if not also serving as voting delegates of their Chapter.

Section 2: Chapter President may appoint a temporary alternate, from the Chapter Board of Directors, to attend a Regional Council meeting as a Chapter representative provided the President of the Regional Council is notified prior to the meeting.

Section 3: All Regional Directors, the Regional Vice President of IMA assigned to this Regional Council, all past officers of the Regional Council, and past Chapter Presidents will be ex-officio members of the Regional Council but will not have voting privileges unless also delegates. They may serve on committees with voting privileges on the committees.

Section 4: All delegates of this Regional Council shall have an equal vote except as indicated in Section 3.

Section 5: Each Chapter delegation would then include the following:

a. Current Chapter President
b. Up to three as designated by the chapter
c. And/or up to four alternate representatives from a chapter.

There shall be no more than four voting delegates per chapter at any council meeting, in addition to the elected Regional Council Board members.

Article V – Meetings

Section 1: This Regional Council shall hold regular meetings on call of the Regional Council President no less than four times per year with the location to be determined as follows:

Summer meeting – At a location selected by the Council President
Fall meeting – Rotation of chapters outside of the Minneapolis/St. Paul metro area.
Winter meeting – Rotation of chapters within the Minneapolis/St. Paul metro area.
Spring meeting – At a central location in conjunction with the Spring Leadership Training session.

Written notice of such regularly scheduled meetings shall be sent to each delegate twenty (20) days in advance of the meeting date.

Section 2: Special meetings of this Regional Council may be called from time to time by the President, or by any three member Chapters of this Regional Council, provided written notice is given to all delegates at least ten days in advance of the meeting stating the purposes of the meeting.

Section 3: Notices of all meetings also be sent to:

a. The national office of the Institute of Management Accountants and the office of the IMA Regional Executive.
b. All current national officers and current Regional directors of the Institute of Management Accountants who are affiliated with or have assigned responsibilities in connection with members of this Regional Council.
c. Any past Regional Council officers, past presidents of member Chapters, or former delegates to this Regional Council who request the secretary of the Regional Council to send such notices.

Section 4: Three member Chapters and a majority of elected officers shall constitute a quorum to do business. Except as required by law or by the by-laws, an act of a majority of those voting at any duly constituted meeting of this Regional Council shall be the act of this Regional Council. Elected Officers are President, Secretary, Treasurer, VP Professional Development and President-Elect.

Section 5: All meetings shall be open to any individual member of the Institute of Management Accountants in good standing.

Section 6: Meetings shall be conducted in accordance with these by-laws and Robert’s “Rules of Order”.

Article VI – Nominating Committee

Section 1: The President shall appoint a Nominating Committee prior to the end of the fiscal year. The Nominating Committee shall be comprised of at least 5 individual IMA members from the Region. In selecting Nominating Committee members, priority will be given to past National/Regional Vice Presidents and past Regional Council Presidents who are active in the activities of the Regional Council. In selecting the Committee Chairman, preference will be given to the most recent past Regional Vice President.

Section 2: The duties of the committee will include:

a. Select a nominee for Council President. The nominee will be selected from a pool of candidates who have the following qualifications:

1. are a past Chapter President, past Regional Council Officer or past Regional or National Director.
2. have enthusiasm and willingness to serve.
3. have company support and/or personal financial commitment.

b. Select and submit to the Regional Council for approval by the delegates and other designated voting members a candidate for Regional Vice President for their consideration for a two year term. The selection will be from a pool of candidates who have the following qualifications:

1. are a past Chapter President, a past Regional or National Director, past Regional Council President or other appropriate National and Regional Council service.
2. have enthusiasm and willingness to serve.
3. have company support and/or personal financial commitment.

c. Select and submit to the Regional Council for approval by the delegates and other designated voting members a list of Regional Director nominees. The selection will be from a pool of candidates who have the following qualifications:

1. are a past Chapter President
2. have one year participation on a national committee and/or in regional council activities.
3. have willingness to serve a two year term.
4. have company support and/or personal financial commitment.

d. Select a nominee to serve as Regional Council representative to the Member Services Committee, who has the following qualifications:

1. is a past Chapter President, past Regional or National Director, and/or other appropriate Regional Council service.
2. have enthusiasm and willingness to serve.
3. have company support and/or personal financial commitment.

Article VII – Elective Officers

Section 1: The elective officers shall be the following: President, President-Elect, Vice President–Professional Development, Secretary, and Treasurer.

Section 2: The officers set forth in this Article shall be elected by a majority of votes at a meeting of the Regional Council. The President shall be elected for a two year term. All other officers so elected will hold office for one year or until a successor is elected.

Section 3: In case of a vacancy, for any cause, in the office of the President, the President-Elect will succeed him/her. Should a vacancy, for any cause, occur in the office of the President-Elect, the Nominating Committee will select the successor, and if a vacancy shall occur in any other Regional 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 Regional Council members present at the first meeting following the vacancy.

Section 4: The officers shall have such power and duties as the Bylaws provide to accomplish the purposes of the Council.

Section 5: Inasmuch as the President serves a two year term, and the President-elect serves a one year term, the election of the President-elect will occur bi-annually at the mid-point of the two year term of his/her predecessor.

Article VIII – Duties of Elective Officers

Section 1: The President shall:

a. Be the executive head of the Regional Council and, when present, shall preside at all meetings of the Regional Council.
b. Exercise general supervision of the affairs of the Regional Council and enforce the by-laws.
c. Be an ex-officio member of all committees of the Regional Council.
d. Appoint such committees and directors as deemed necessary to accomplish specific tasks, giving authority as necessary.
e. Assure that reports of Regional Council activities are provided to member Chapter Presidents.
f. Prepare the agenda for each meeting.
g. Communicate with the other officers and directors of the Regional Council.
h. Coordinate activities of the Regional Council with the IMA National Vice Presidents.
i. Award recognition to the immediate past president at the Fall meeting.
j. Be responsible for preparing the request for consideration for the Council Award of Excellence.

Section 2: The President-Elect shall:

a. Serve as President in the event of the absence of the President.
b. Assist the President as directed by the President.

Section 3: The Vice President-Professional Development shall:

a. Organize and direct the professional development program of the Regional Council.
b. Coordinate with the Vice Presidents of Professional Development of the member Chapters to encourage attendance at Chapter activities by members of other Chapters.
c. Organize and direct the Spring Leadership Training Session.

Section 4: The Secretary shall:

a. Be the custodian of the records of this Regional Council.
b. Record the minutes of each meeting of the Regional Council, a copy of which shall be mailed to all voting members, to the IMA national office, and to the Secretary of each member Chapter within a time period to be determined by resolution of the Board of Directors.
c. Maintain a file of correspondence of the Regional Council.
d. Function as Historian, and establish and maintain a history of the Regional Council and its activities.

Section 5: The Treasurer shall:

a. Have the general responsibility for the financial affairs of the Regional Council.
b. Have the power to receive, deposit, and disburse such funds of the Regional Council as shall be required in the conduct of its affairs and the carrying on of its activities.
c. Establish and maintain depositories for funds of the Regional Council.
d. Prepare an annual budget and IRS Form 990 and 990T.
e. Make a quarterly financial report at each meeting of the Regional Council.
f. Make an annual financial report.
g. Be custodian of all property not otherwise assigned.
h. Maintain current bank signature cards.

Section 6: The Regional Vice-President shall:

a. Be responsible as a voting member of the National Board of Directors for determining IMA actions and direction.
b. Be responsible for identifying, encouraging, developing, and recommending candidates for Regional and National Service.
c. Attend at least two (2) Regional Council meetings (preferably all meetings).
d. Attendance at Regional Vice President training sessions, if established.
e. Represent the IMA at banner presentations (and other ceremonial functions) for the chapters in the Council
f. Serve as the communication link between the National Board and Regional Council.
g. Communicate results of National Board Meetings to Regional Council and Directors.

Section 7: The Regional Director shall:

a. Maintain contacts with Regional Council President and Chapter Presidents (functions as liaison between assigned chapter(s), and Regional Council).
b. Suggested attendance at one (1) chapter board meeting and one (1) educational meeting of each assigned chapter during the competition year. (Note: It is suggested that the Regional Director attend a chapter board meeting prior to September 1st.)
c. Attendance at Regional Director training sessions, if established at the Council level .
d. Attendance at two (2) Regional Council meetings, preferably all meetings..
e. Assist the Council President in planning and training of chapter leadership at the local chapter management seminars.
f. Timely upward communications to the Regional Council President of any problems noted with regards to particular chapter operations.
g. Invited to attend all National Board meetings (non-Voting), and in conjunction with the June board meeting, would hold their own meeting chaired by a member of the office of the CEO, who would report to the National Board on their behalf.

Article IX – Finances

Section 1: The fiscal year of the Northern Lights Regional Council shall run from July 1 to June 30.

Section 2: This Regional Council shall not assess nor shall it directly or indirectly incur any financial obligations for, or on behalf of, any of its member chapters without their prior approval by a vote of the delegates and other designated voting members.

Section 3: The President and Treasurer of this Regional Council shall be authorized individually to sign checks on the operating fund bank accounts.

Section 4: Dissolution. In the event this Regional Council shall be dissolved, any assets of the Regional Council remaining after all other obligations of the Regional Council shall have been paid, or otherwise adequately provided for, shall be sold and the net proceeds therefrom shall be distributed as follows: First, to the member Chapters of the Regional Council, 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 Institute of Management Accountants provided that it qualifies as an exempt organization under section 501(c)(3) of the Internal Revenue Code. I f 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 Regional Council and which then do qualify as exempt purposes or organizations 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.

Article X – Appointed Chairpersons and Duties

Section 1: The President shall appoint Chairpersons of By-laws, Database, Long Range Planning, Student Activities, Corporate Development, Website, and Nominations.

Section 2: The By-laws Chairperson shall:

a. Review the Regional Council by-laws annually for any changes or amendments.

Section 3: The Database Chairperson Shall:

a. Provide Regional Council communications to Chapters.
b. Maintain appropriate documentation for the Council Award of Excellence Program.
c. Maintain database of all IMA members within the region.

Section 4: The Long Range Planning Chairperson shall:

a. Develop long range plan to achieve Regional Council Objectives.
b. Serve on the Nominating Committee.

Section 5: The Student Activities Chairperson shall:

a. Report to the Regional Council on student activities during the year.
b. Coordinate the activities of the Regional Council at the Student Conferences.

Section 6: The Corporate Development Chairperson shall:

a. Coordinate the Corporate Development programs within the Regional Council area.

Section 7: The Website Chairperson shall:

a. Maintain Regional Council information on the Website.

Section 8: The Nominations Chairperson shall:

a. Chair the Nominating Committee as defined above.

Article XI – Amendments

Section 1: These by-laws may be amended at any time by the Board of Directors of the Institute of Management Accountants. These by-laws may also be amended at any duly constituted meeting of the Regional Council by a two-thirds vote. 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.

April, 2005