NOT YET FINAL
Approved by; LI Chapter Board of Directors, August 14, 2018
To be voted on by LI Chapter membership, September 11, 2018
BYLAWS OF THE Long Island Chapter of the Institute of Management Accountants
Name and Logo
- The name of the Chapter shall be the Long Island Chapter - Institute of Management Accountants (“IMA”), hereafter referred to as the “Chapter,” which exists by way of a resolution, and Charter adopted by the Board of Directors of the IMA pursuant to Article XVI, Section 8 of the IMA Bylaws.
- The Long Island Chapter shall meet all legal requirements in the jurisdiction(s) in which the Long Island Chapter conducts business or is registered.
- The logo of the Chapter shall be the IMA logo as established by the Institute of Management Accountants (IMA) Global Board of Directors and the Chapter will follow the standards guide for logo use as published on the IMA web site.
- Customized logos may be used only for special events but need to incorporate
the logo established by IMA according to the standards guide.
- This Chapter is chartered by the IMA and will conduct its affairs in accordance
with the Articles of Incorporation, Bylaws, Policies of the IMA and the IMA Statement of Ethical Professional Practice and any resolution of the Board of Directors of IMA that may now or in the future be put into effect.
- The Chapter shall be governed by these Bylaws, consistent with the BYLAWS
of IMA. In the event that these BYLAWS are in conflict with IMA’s Bylaws, those of IMA shall govern.
- The decisions made by the board of directors are binding unless overridden by a later vote of the board of directors, or by a superior authority, as outlined above. This holds true regardless of the makeup of board members at a given vote, or any other considerations.
- The purpose of this organization shall be to:
(a) Further the purposes and objectives of the IMA and the members of
(b) Promote and facilitate cooperation and communication between its individual members and to provide a means through which their resources may be pooled to assist the members of the IMA to achieve its purposes within the local area served by this Chapter.
(c) Conduct, sponsor, or participate in such activities, as it deems desirable or necessary in accomplishing the foregoing purpose.
- No part of the activities of this Chapter 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.
- The Chapter fully supports the policy of equal opportunity and will not discriminate or knowingly participate in any activity that discriminates on the basis of age, race, color, religion, gender, sexual orientation, marital status, global origin, religion, or physical or mental disability. Likewise, the Chapter will take no official action that is or appears to be detrimental or discriminatory to any class or group of persons.
- It is the policy of this Chapter to adhere to the highest standards of ethical conduct in all its activities. The Chapter fully supports and expects strict compliance by every member with all applicable laws and regulations in the conduct of business and the profession.
- IMA Membership will be attained through application for Global IMA membership and payment of Global dues to IMA Headquarters.
- Chapter membership is achieved by the selection of Chapter on the membership form at time of renewal or application. Transfer to this Chapter from another Chapter is accomplished through notification to IMA Headquarters. IMA Headquarters maintains the official Chapter roster of members.
- Any member of the Chapter will be automatically dropped from the Chapter roster maintained by IMA Headquarters for failure to pay Global dues to IMA or expulsion from membership for just cause as prescribed by IMA Bylaws.
Board of Directors
- The Long Island Chapter shall be governed by a Board of Directors (Board) comprised of the Chapter Officers and Elected Directors not to exceed 25 in total plus all Past Presidents who are members in good standing. The Board shall be responsible for carrying out the purposes and objectives of the Chapter.
- The Directors shall consist of Director of Membership and any other title assigned by the President.
- The President can appoint anytime during the year an Associate Director who will serve on the Board without a vote. In addition, the Associate Directors will not be counted in determining a quorum. The duties of the Associate Director will be assigned by the President.
- The Board of Directors of the Long Island Chapter shall be elected by the membership and shall be members in good standing of IMA and of the Long Island Chapter. All terms will terminate on the last day of the Chapter year. All Officers and Directors are subject to re-election except the Past Presidents which as defined above serve for life.
- The Chapter shall hold elections annually such that the new and continuing Officers and Directors are reported to IMA by the last business day in April and take office on June 1st of the same year.
- Directors shall be charged to support the mission and goals of IMA by serving as a Chapter Committee Chair or champion of a special interest or element of IMA’s Strategic Plan. One director position must be established for Membership. Elected Directors will serve with the Officers of the Chapter under the supervision of the President or ranking officer and shall have a vote on matters of Chapter business in the IMA manner as the Officers.
- The Board of Directors shall have power to fill vacancies of the Officers and Elected Director positions. The selected Officers and Elected Directors shall serve until the next annual election only, at which time the vacancy shall be filled in the manner herein prescribed for other vacancies occurring in the regular course.
- The removal of a member of the Board requires a two-thirds vote of the Board of Directors. A member of the Board may only be removed due to one of the following reasons: unprofessional or unethical behavior, lack of involvement, or an inability to meet the responsibilities of their position.
- The Board of Directors shall meet regularly for the transaction of business and a majority of voting members thereof shall constitute a quorum. (See Voting & Quorum, Article XI) The President on his/her own initiative may call special meetings of the Board of Directors. Notice of such meetings must be given a minimum of seven (7) days prior to the meeting. Conduct of business utilizing teleconferencing and email voting is permitted.
- The Board of Directors approves the establishment, disestablishment or continuance of Committees which may be recommended by the President. (See Committees, Article VI)
- The Officers of the Chapter shall consist of President, Secretary, Treasurer, and a minimum of three (3) Vice Presidents and shall be elected by the Chapter membership for a one-year term. Officers may succeed themselves in office if duly elected by the membership for additional terms. Officers are voting members of the Board of Directors.
- The President shall be responsible for general supervision of the affairs of the Chapter and shall preside at the meetings of the Chapter. The President may recommend the establishment, disestablishment, restructuring or continuance of Chapter Committees to the Board of Directors for approval. The President shall appoint Committee Chairs and has general supervision over all Chapter Committees. In the absence of the President, or in the case where the President cannot complete his/her term, the duties shall devolve to a Vice President, or as voted upon by the Board of Directors.
- The President or one (1) Vice President shall sign all written contracts and obligations of the Chapter, with the concurrence of the Treasurer on financial obligations. The President shall obtain a legal review of all major contracts for which the Chapter could incur significant liability.
- The President shall report the status of affairs of the Chapter to the Chapter membership at an annual Chapter meeting, newsletter or email communication at a minimum addressing:
- a) the financial and membership status of the Chapter;
- b) a review of the Chapter's activities for the current year; and
- c) and the Chapter’s progress in achieving the goals and objectives of the IMA Strategic Plan. (See Meetings and Activities, Article VIII)
- The Secretary shall have responsibility of the correspondence and records of the Chapter. The Secretary shall:
(a) give timely notices of all meetings to all members;
(b) record the proceedings of all Board and membership meetings; and
(c) submit the annual report to the Board of Directors during the last calendar quarter.
- The Treasurer shall be comptroller of the accounts of the Chapter under the direction of the President. The Treasurer shall:
- make collections and disbursements under the supervision of the President as directed by the Chapter;
- render monthly and annual reports or filings as may be called for by the President, the Board of Directors, IMA Global or any governmental body with jurisdiction upon the Chapter;
- file applicable Federal, state, and local income tax returns and
- render an annual report with a copy of any tax filings to IMA to ensure the retention of the Chapter’s 501(c)3 status. A review committee of three members appointed by the President or an independent entity shall review the accounts annually, prior to the submission of the annual financial report to IMA Headquarters. The committee shall report the results of the review to the President no later than November 1st. The accounts shall also be reviewed prior to any transition of the office of Treasurer. (See also Finances, Article VII)
Committees, Task Forces and Special Advisors
- The Chapter may establish Chapter Operations and Chapter Mission Committees. The members of these committees shall be members in good standing of IMA and of the Long Island Chapter. The Members of the Board will act as chair of these committees or oversee an appointed member in good standing of the Chapter in the position. Committee Chairs do not sit as part of the Board. In addition to the Chapter Committees, the President may establish other -ad hoc or temporary committees, and assign advisors deemed necessary to accomplish the Chapter’s mission, with a specified term of office.
- The Chapter shall have an Executive Committee consisting of the Officers of the Chapter and all Past Presidents who are members in good standing.
- The Chapter Nominating Committee is comprised of the Chair who is the current Chapter President and all Past Presidents of the Chapter, -who are members in good standing. The duties of the Chapter Nominating Committee are to select candidates for all Chapter Board Positions. The Committee is to furnish their report to the membership through presentation of the nominees in the chapter newsletter. There shall be two (2) nominating committee meetings; the first to nominate the officers of the Board and the second, to nominate the Directors of the Chapter. The second meeting shall have input of the nominated -Officers, to aid the nominating committee in their endeavors.
- 4. Operations committees are those that support the President and Board of Directors in the administration of the Chapter.
- Mission Committees are those that support IMA’s Strategic Plan and assist the Chapter in accomplishing its goals and objectives.
- Ad hoc or temporary Committees may be established to achieve goals and implement objectives set forth in IMA’s Strategic Plan at the recommendation of the President and with the approval of the Board of Directors. These committees should have specific short-term missions.
- The fiscal year of the Chapter shall begin on the first day of July.
- A budget shall be submitted by the Treasurer annually prior to the beginning of
the fiscal year for review and approval by the Chapter Board of Directors
- All payments in excess of $2,000 must have two signatures or identifying authorizations from two of the authorized signatories. The preferred signatories are the President, Treasurer and at least one Vice President.
- The President shall have an allowed budget of $500.00 (U.S. Currency) per expenditure, which does not require Board approval. The Executive Committee shall have an allowed budget of $1,000.00 (U.S. Currency) per expenditure, which does not require Board approval. The amount per expenditure, allowed to the Executive Committee shall require a majority vote of those present at a meeting of the Executive Committee, or in lieu of a meeting, a majority of the Officers of the Executive Committee, through normal means of acceptable business communication.
- If the Chapter plans to raise funds and grant scholarships, the Chapter shall establish a separate Scholarship Fund. The Scholarship Fund shall be administered in accordance with the IMA Financial Guidelines in addition to applicable state and local laws and regulations.
- Upon dissolution of this Chapter, all assets will be forwarded to the IMA Headquarters for inclusion into IMA’s general fund.
Meetings and Activities
- Regular meetings and technical, professional and social activities of the Chapter shall be developed and implemented to meet the goals and objectives set forth in IMA’s Strategic Plan. Such activities shall be planned to achieve participation of all segments of the Chapter membership and a broad cross section of management accountants.
- The President or Board of Directors may call for a special meeting at any time
to conduct business of the Chapter. The President or Board of Directors are required to communicate the time, place and meeting agenda to chapter
membership, three weeks before the date of special meeting. The only business
stated in the call to meeting shall be transacted at the special meeting. Conduct
of business utilizing teleconferencing and email voting is permitted.
Nominations and Elections
- The Nominations Committee Chair develops a slate of officers and elected directors for each position as specified in Articles IV and V, obtaining input for such slate from the Board of Directors and members of the Chapter.
- The minimum qualification for a person to be nominated or to nominate an individual for office is to be a member in good standing of IMA and the Chapter.
- A slate of Officers and Directors is presented to the Chapter membership at one of its announced meetings and voted upon by those members in attendance. The slate, as determined by the Board of Directors, shall be announced to the Chapter membership prior to the meeting. Members shall be given an opportunity to submit ballots prior to the meeting for the purpose of the election. A quorum is not needed for these general elections. The results of the election shall be transmitted to the IMA Headquarters prior to the last business day of April.
- Following the election of Officers and Elected Directors, the new President may recommend additional Committee Chairs at any time during the year for approval by the Board of Directors.
- The installation of the new Board of Directors shall occur at the next meeting of the Chapter but prior to or on the date of the beginning of the elected Officers’ and Directors’ terms of office.
- A member of the Board of Directors may resign at any time by providing written notice to the Board of Directors.
- A member of the Board of Directors may be removed by one of the following procedures:
- Two-thirds of the members voting where a quorum is present.
- Three-quarters of the full Board of Directors, with the Director proposed to be removed, not voting. The Director proposed to be removed must be provided with 30 days advance written notice including the reason for the proposed removal; the Director must have an opportunity to contest the proposed removal in writing or in person and be given final written notice of the removal decision.
- Some form of communication with Chapter membership shall occur with regularity via one or more of the following mechanisms: presentations at meetings or activities; web site; electronic mail; Internet or list serve distribution; media outlets; hard copy; or others deemed appropriate by the Chapter.
- At a minimum the Chapter shall regularly communicate the following: a) list of Officers, Directors and Committee Chairs; and b) activity announcements and registration information.
- The standard for the Chapter web site shall beat a minimum, a listing of Chapter Officers and Directors and a link to the IMA web site. The chapter is responsible for ensuring compliance with IMA web site content and communication standards.
- The standard for the Chapter newsletter shall be at a minimum one page issued at least quarterly and distributed to all members of the Chapter, via email and/or regular mail. It shall always include a chapter update by the Chapter President.
Voting and Quorum for Board of Directors
- Voting on an issue shall be conducted after discussion is complete and a motion to vote has been made. Voting can be conducted in person, by conference call, or electronically. In person and conference call votes will immediately follow the discussion. Electronic votes may be used: (a) if time permits and (b) if an analysis of the discussion is provided for consideration. Electronic votes are not closed until a majority of the board of Directors approves or denies the motion, or until a combination of expressed abstentions and votes in the negative make passage impossible.
- Officers and Board Directors are eligible to vote. Committee Chairs and Special Advisors are eligible to vote only if they also serve as a Chapter Officer or Elected Director. An individual is entitled to only one vote regardless of the number of positions or offices held within the Chapter.
- The Chapter Board of Directors shall conduct business at regularly scheduled meetings or at special meetings. Board members may participate by teleconference or other means of communication by which all participating members may hear one another. A quorum, consisting of at least of a majority of officers and directors, is required to conduct business. The affirmative vote of a majority of those in attendance including those attending by teleconference is required to pass motions.
Cooperation with Other Organizations
In the furtherance of IMA’s goals and objectives, the Chapter will cooperate with other societies and organizations toward the improvement of the professional status and standards of the accounting and finance profession and related professions to foster education and the knowledge of accounting, finance and associated disciplines.
Amendments and Revisions
Amendments and/or revisions to Chapter BYLAWS may be made by a two thirds vote majority of the members, provided that the proposed amendment and/or revision has been previously approved by a two thirds vote majority of the Board of Directors, and that it shall be provided to the Chapter membership at least fifteen days prior to the meeting along with an announcement of the date, time, and place of the meeting for the vote; and provided further that the amendment and/or revision is not in conflict or contradictory to IMA Articles of Incorporation or Bylaws. (See Nominations & Elections, Article IX) Adoption of an entirely new set of BYLAWS must be by unanimous consent of the Board of Directors and then at least 2/3 of members present at the noticed meeting.
Storage of Records and Property
- The retention and safeguarding of Chapter Bylaws, accumulated minutes of meetings, and electronic copy of the Chapter Directory is the responsibility of the President and the Secretary. If both positions are not filled in a fiscal year, these records must be kept by two different Officers within the organization, choosing these two positions wherever possible.
- The storage and safekeeping of tangible chapter property is the responsibility of the Chapter Secretary unless otherwise directed by the Chapter Board of Directors. Chapter property must be stored in a location where it is highly unlikely to be stolen or damaged.
Approved by vote of the Board of Directors on August 14, 2108, Carmela Borzelleri, Chapter President, Renee Sumpter, Chapter Secretary and approved by a majority vote of the members on this 11th day of September, 2018 at the regular meeting of the Long Island Chapter.
Signed: __________________________________________ Chapter Secretary