BYLAWS

ROCKY MOUNTAIN REGIONAL COUNCIL of the

INSTITUTE OF MANAGEMENT ACCOUNTANTS, INC.

Article I - Name

Section 1: The name of this organization shall be: ROCKY MOUNTAIN REGIONAL COUNCIL

Article II - Purposes

Section 1: The purpose of this organization shall be:

(a) To further the purposes and objectives of the Institute of Management Accountants and its chapters that are members of this 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 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 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 Bylaws. This Council is chartered by the Institute of Management Accountants and will conduct its affairs in accordance with the Constitution and Bylaws of the Institute of Management Accountants and any resolution of the Executive Committee of the Institute that may now or in the future be put into effect. Section 4: Also in conformance with the IMA Bylaws, the Regional Council is required to:

(a) Each year, by the date set by the National Office, select and confirm a National Vice President for a two year term of office beginning July 1 for submission to the National Office for inclusion in advance materials and mailings. The person so elected will represent the Regional Council Area only and will vote at the National Board of Directors Meetings.

(b) Each year, by the date set by the National Office, submit the names of all confirmed Regional Council Officers for a one year term commencing July 1 for future inclusion in advance materials and mailings.

(c) Submit the names of all new confirmed Regional Directors by the date set by the National Office. The Regional Directors shall be elected for a two year term of office commencing July 1. The total number of Directors will be apportioned at a ratio of one for every two Chapters, rounding down for odd numbers. The National Vice-President(s) will have the responsibility for the Directors, as an individual, or jointly, to be determined each year by the individuals involved.

Article III - Membership

Section 1: Membership in this Council shall be limited to the duly chartered chapters of the Institute of Management Accountants.

Article IV - Delegates

Section 1: Each member Chapter shall be represented in this Council by three delegates who shall be members of the Institute of Management Accountants in good standing and shall have been approved by the chapter's Board of Directors.

Section 2: The current president of each member chapter whenever practicable will be one of the delegates.

Section 3: The immediate past president of each member chapter whenever practicable will be one of the delegates.

Section 4: Chapters may designate alternate delegates to assure the opportunity of full representation at Council meetings.

Article V - Meetings

Section 1: This Council shall hold regular meetings on call of the Council President no less than three times per year at a time and place determined by the President. Written notice of such regularly scheduled meetings shall be sent to each delegate in advance of the meeting date.

Section 2: Special meetings of this Council may be called from time to time by the President, or by any three members of this Council, provided written notice is given to all delegates at least ten (10) days in advance of the meeting stating the purposes of the meeting.

Section 3: Notice of all meetings shall also be sent to:

(a) The national office of the Institute of Management Accountants.

(b) All current National Officers and current Regional Directors of the Council who are affiliated with or have assigned responsibilities in connection with members of the Council.

(c) Any past officers, past presidents of member chapters, or former delegates to this Council who request the Secretary of this Council to send such notices.

Section 4: A majority of the members of this Council present shall constitute a quorum to do business. Except as required by law or by the Bylaws, an act of a majority of those voting at any duly constituted meeting of this Council shall be the act of this Council.

Section 5: Voting:

(a) Only Chapter delegates or designated alternates as defined in Article IV, Rocky Mountain Regional Council National Officers and Regional Directors, and past Presidents of the Rocky Mountain Regional Council shall have the right to vote.

(b) Each delegate shall have one vote.

(c) A delegate may assign his vote by written proxy to another delegate of his chapter.

Section 6: All meetings shall be open to any individual member of the Institute of Management Accountants in good standing.

Section 7: 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 prior to the end of the fiscal year. The Nominating Committee shall be comprised of at least three (3) individual members, each from a different Committee member chapter. In selecting Committee members, priority will be given to Past National Vice Presidents and Past Council Presidents who are active in the affairs of the Council. In selecting the Chair, preference will be given to the immediate outgoing Past National Vice President from the Council.

Section 2: The duties of the committee will include:

(a) Select the current candidate for confirmation by the voting members of the Regional Council, for the two-year term as National Vice President from a pool of qualified candidates who have met the following criteria:

     1) Are a past Chapter President, a past National Director, a past Regional Council President or have other appropriate National and Regional Council service.

     2) Have enthusiasm and willingness to serve.

     3) Have company support and/or personal financial commitment.

(b) Select and submit for confirmation by the voting members of the Regional Council, the candidate for the position of President-Elect of the Regional Council, who may also serve as Council representative from the Regional Council to the Committee on Regional Operations, from the pool of qualified candidates, who have met the following criteria:

     1) Are a past Chapter President.

     2) Have at least one year participating on a National committee or in Regional Council activities.

     3) Have willingness to serve the two years required to be President- Elect and President.

     4) Have company support and/or personal commitment.

(c) Select and submit to the Regional Council, confirmation by the voting members, candidates for a two-year term as Regional Director, the number needed in any given year dependent on how many carry overs there are going forward to the next year based on a ratio of two Chapters for each Director (rounded down for an odd number of Chapters). The selections shall be from a qualified pool of candidates who have met the following criteria:

     1) Are a past Chapter President.

     2) Have at least one year participating on a National committee or in Regional Council activities.

     3) Have a willingness to serve a two year term.

     4) Have company support and/or personal financial commitment.

(d) Work with the incoming President, recommending individuals for positions on the Regional Council Board other than President-Elect. The final decision of Board nominations, other than the President-Elect and Committee assignments, will reside with the incoming President.

Article VII- Elective Officers

Section 1: The elective officers shall be the following (as a minimum):

- President

- President-Elect

- Vice President(s)

- Secretary

- Treasurer

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

Section 3: Each officer shall preferably be from a different chapter.

Section 4: In the case of a vacancy, for any cause, in the office of the President, the President-Elect will succeed the President. 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 Council officer position, such vacancy 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.

Section 5: The officers shall have such power and duties as the Bylaws provide to accomplish the purposes of the Council.

Article VIII - Duties of Elective Officers

Section 1: The President shall be the executive head of the Regional Council and when present shall preside at all meetings. The President shall exercise general supervision of the affairs of the Regional 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 the Council’s activities to the Presidents of Chapters in good standing.

Section 2: The President-Elect shall serve as President pro-tempore of the Regional Council in the event of the absence of the President and shall chair ad-hoc committees. The President- Elect also will chair the Chapter Leadership Effectiveness Workshop (CLEW) and the Chapter Management Seminar (CMS) committee.

Section 3: The Vice President(s) shall be the planning officer(s) and shall coordinate all planning activities of this Council to obtain efficient and timely results and shall perform such duties as may be assigned by the President.

Section 4: The Secretary shall be the custodian of the records of this Council. The Secretary shall record the minutes of each meeting of the Council and shall prepare and distribute copies of same to all persons on the list of those to receive notices, including the IMA national office, within a time period to be determined by resolution of the Board of Directors. The Secretary shall perform such other duties as may be assigned by the President.

Section 5: The Treasurer shall be responsible for the financial affairs of this Council. The Treasurer shall receive and disburse all funds and shall be custodian of all property. The Treasurer shall maintain the financial records of this Council, shall prepare annually an operating budget, shall prepare quarterly financial reports, shall prepare the Annual Report and any related Federal and state tax returns. The Treasurer shall perform such other duties as may be assigned by the President.

Article IX-Finance

Section 1: The fiscal year of this Council shall run from July 1 to June 30.

Section 2: This Council shall not assess, nor shall it directly or indirectly incur any financial obligations for, or on behalf of, any of its members without their prior approval.

Section 3: This Council may, by vote of the delegates, request annual membership dues.

Section 4: By affirmative vote of the delegates, this Council may, from time to time, request financial support from its members for general purposes or for specific projects or programs, and at such time shall establish the basis on which financial support and participation in the net proceeds, if any, shall be shared by the several members.

Section 5: Moneys of this Council shall be reported in the following Funds:

(a) Educational Activities Fund - This fund shall reflect the receipts and disbursements of the Council's various educational activities. Receipts to this fund shall be generated as a result of the fees and charges approved for the Council's educational activities as approved by the delegates. Disbursements from this fund shall be limited to approved costs and expenses of the Council's educational activities. Funds may be transferred to the General fund by a majority vote of the delegates present at any duly constituted meeting of this Council, provided the notice of such meeting shall have stated the general substance of the proposed transfer to be considered at that meeting.

(b) National Conference Activities Fund - This fund shall reflect the receipts and disbursements of the Council's National Conference activities. Receipts to this fund shall be generated as a result of Council approved money-raising projects designed for this purpose. Disbursements from this fund shall be limited to approved costs and expenses of the Council's National Conference activities. Funds may be transferred to the General Fund by a majority vote of the delegates present at any duly constituted meeting of this Council, provided the notice of such meeting shall have stated the general substance of the proposed transfer to be considered at that meeting.

(c) General Fund - This fund shall reflect all other receipts and disbursement as approved by the Council and not reflected in other Council Funds. The intent of this fund is to reflect the general operations of the Council. Funds may be transferred to the Educational Activities Fund, the National Conference Activities Fund or other established Funds by a majority vote by the delegates present at any duly constituted meeting of this Council, provided the notice of such meeting shall have stated the general substance of the proposed transfers to be considered at that meeting.

(d) Other Funds - Other Funds may be established by a majority vote of the delegates present at any duly constituted meeting of this Council, provided the notice of such meeting shall have stated the general substance of the proposed Fund to be considered at that meeting.

Section 6: Dissolution. In the event this Council shall be dissolved, any assets of the Council remaining after all other obligations of the 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 Council, but - if those chapters do not qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, then to the Institute of Management Accountants provided that it qualifies as an exempt organization under 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 the proceeds shall be distributed for purposes related to the Council that 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.

COMMITTEE MEMBERS

The IMA National Service Development Program was initiated to keep the Immediate Past President of each chapter active in the affairs of the Institute by having him or her volunteer to serve on a National Committee. Through this plan the wealth of talent and experience on the part of the Chapter Past Presidents can be utilized and involvement in the National organization maintained.

Each year the IMA Presidential Nominee makes appointments to the National Standing Committees (and the other Committees) of individuals who exhibit a genuine and continuing interest in the future of the Institute. Naturally, the size of each committee is limited, but it is desirable to have committees composed of active Past Presidents with the widest possible representation among chapters. Each year an increasing number of committee members are recommended for service as members of the Board of Directors.

I. General Qualifications

Persons accepting appointment to a National Committee should:

· have enthusiasm for IMA and the ability to serve.

· have demonstrated and maintained an interest in Institute activities by regular attendance at chapter board meetings, chapter functions and national activities,

· have company support (financial as well as making time available),

· be willing to serve for a one-, two- or three-year term,

· be willing to attend several meetings of the national committee to which appointed.

II. Meeting Time Involved

Standing committee meetings involve one or two days, two or three times a year, plus travel time depending upon location. Meetings are generally held between August and December and when a third meeting is necessary, it is usually held in late Spring. The total time involved for the above activities is approximately four to six working days during a year, depending on travel.

III. Expenses

The present policy of the Institute does not provide reimbursement to National committee members attending National committee meetings.  It is important that the member, for national committee service, understand the Institute's expense policy as well as the travel time so that they can obtain the necessary support from their company in accepting the responsibility.

IV. Standing Committees:

Committee on Academic Relations

Board of Regents of ICMA

Committee on Education

Committee on Ethics

Committee on Finance

Committee on Information Technology

Committee on Member Interest Groups

Committee on Professional Issues

Financial Reporting

Management Accounting

Committee on Regional Operations

Committee on Students

V. Other Committees:

Strategic Planning Committee

Ad Hoc Committee on Global Strategy

Ad Hoc Committee on Diversity

Ad Hoc Committee on Alternative Means To Delivering Member Services Using Technology

REGIONAL DIRECTOR

I. Position Requirement

A. General Qualifications

1. Past Chapter President

2. Willingness to serve

3. Minimum one (1) year on a National Committee assignment and satisfactory attendance at its meetings

4. Participation in area Council activities

5. Company support and/or personal commitment to take required time off as vacation time and to fund travel themselves or

6. Council President or Director designee

B. Duties and Responsibilities

1. Contact with Chapter Presidents or Council officers and function as liaison between assigned Chapters, Councils and the National Vice Presidents.

2. Attend a minimum of two (2) Chapter board meetings and at least one (1) technical meeting of each assigned Chapters during competition year.

3. Attend a minimum of two (2) Council meetings and at least one (1) Council technical or PD session.

4. Attend the National Officer / Director training sessions.

5. Attend the two (2) semi-annual National Board of Directors meetings.

6. Assist the National Vice Presidents in planning and training of chapter leadership at the local area Chapter Management Seminar (e.g. a discussion leader).

7. Participate in conjunction with Chapters or Councils requested by Vice Presidents at the local area Chapter Management Seminar (e.g. a discussion leader).

8. Identify and recommend candidates for national service.

9. Attend Regional Committee Meetings.

II. Meetings and Training Sessions

Attendance each year at the following meetings and training sessions should be planned for in addition to Chapter Visitations and Regional Council activities:

February National Board of Directors Meetings

April National Vice President/National Director planning meeting

April/May National Vice President/National Director CLEW training session for Chapter

Presidents and Vice Presidents

May/June National Director training session for other Chapter Officers and Chapter Directors.

June National Board of Directors meeting at the Annual Conference.

National Vice President/National Directors review meeting.

III. Chapter or Council Visitations

A. Timing of Visits

1. Attend a board meeting of each assigned Chapter or Council no later than August 31, to survey the Chapter's or Council's planning and organization.

2. Attend a Chapter or Council technical or professional development meeting no later than January 31, in order to assess the effectiveness of meeting arrangements.

3. Attend a second board meeting by March 30, to review performance during the year and assist in establishing areas to be addressed in the next strategic plan.

B. Arrangements with Chapter or Council where Applicable

1. Contact with Chapter President at least three (3) weeks in advance to discuss the planned visit and arrange a separate meeting with Chapter's Long Range Planning Committee

(Obtain copy of Strategic Plan).

2. Confirm visit and hotel / travel arrangements.

C. Reports Required

1. Meet with the Chapter President or Council President and Long Range Planning Committee to provide immediate feedback and clarify / discuss any problem area.

2. File the appropriate report of Chapter or Council visit within ten (10) days sending the original to the Group Vice President and a copy to the Director of Member Services (at the IMA office).

NATIONAL VICE PRESIDENTS

I. General Qualification

A. Past National Director or other appropriate national service

B. Minimum of one (1) year of satisfactory service on a National Committee or Regional Council.

C. Enthusiasm and willingness to serve for one-year term and continue in national service for two more years as a member of the National Board of Directors.

D. Company support and / or personal commitment to take required time off as vacation time and to fund travel oneself.

II. Duties and Responsibilities

A. Be responsible as a voting member of Executive Committee and National Board of Directors for determining the Association's actions and direction.

B. Be responsible for seeking out, developing, and recommending future leadership of the Association.

C. Be responsible for directing the efforts / activities of the National Directors assigned.

D. Attend and participate in Executive Committee and National Board meetings (Vice Presidents are voting members of the Board for the two years following the year they serve as Vice Presidents).

E. Attend and participate in the Annual Conference.

F. Attend chapter ceremonial occasions, e.g. charter and chapter competition trophy / awards presentations.

G. Observe, participate in, and report on Regional Council activities.

H. Conduct leadership planning and training sessions for Regional Directors and Chapter Officers.

I. Serve as a liaison and communications link with IMA staff personnel, Regional Councils, and National Directors.

III. Meetings and Training Sessions:

February National Board of Directors Meeting (optional).

March Vice President orientation and Executive Committee meetings.

April Conduct National Director planning / training meeting in conjunction with area Chapter Leadership Effectiveness Workshops (CLEW).

June Executive Committee and National Board of Directors meetings and National Officers meetings at the Annual Conference.

October Executive Committee meeting.

January Executive Committee and Board of Directors meetings.

STANDING COMMITTEE CHAIRMAN

I. General Qualifications

A. Past National Vice President or distinguished Association service.

B. Considerable financial and time commitment by company or individual for required travel.

C. Willingness to serve for one year term which is subject to one year re-appointment to same committee. Limit of two years service in this capacity on each committee.

II. Duties and Responsibilities

A. Serve on National Board and Executive Committee each year in office.

B. Organize a subcommittee level and appoint chairmen and members.

C. Screen materials for agenda and approve final agenda for each committee meeting.

D. Conduct meetings in proper manner.

E. Distribute items to appropriate subcommittees for deliberation.

F. Report to National Board and Executive Committee on behalf of the standing committee.

G. Recommend future candidates for committee service to the committee by current members for approval by National President.

H. Recommend continuing service to the Committee by current members for approval by National President.

I. Identify and assist in the development of candidates from Committee and recommend for further National Service.

J. Attend the semi-annual meetings of the National Service.

K. Attend four meetings of the Executive Committee.

L. Attend all Committee meetings of which there is a minimum of two.

APPOINTED EXECUTIVE COMMITTEE MEMBERS

Six members of the Association serve as Appointed Members of the Executive Committee. These members are appointed by the President of the Institute for terms of three years with two members appointed each year. They are members of the Board of Directors and are nominated as a result of distinguished service to the Institute. They undertake special projects as decided by the President or may chair Ad Hoc Committees.

PRESIDENT

The President is the executive head of the Institute and is its official spokesman.

I. General Qualifications

A. Past National Vice President or other appropriate National service.

B. Past Chairman of several National Standing Committees or their equivalent.

C. Have the resources required to dedicate approximately 130 work days during the year of presidency and another 65 work days in the subsequent year as Chairman of the Institute.

II. Duties and Responsibilities

A. Preside at all meetings of the members of the Institute, of the Board of Directors and of the Executive Committee.

B. Be an ex-officio member of all committees.

C. Exercise general supervision of the affairs of the Institute.

D. See to the enforcement of the Constitution and Bylaws.

E. See to the carrying out of all orders and resolutions of the Board of Directors and of the Executive Committee.

F. Keep the Board of Directors fully informed and shall consult it concerning the business and activities of the Institute.

G. Make on the behalf of the Board, an annual report to the Members of the Institute.

H. Designate annually, subject to the confirmation of the Board of Directors, the Chairman of the Standing and other Committees and the Chairman of the Board of Regents unless otherwise provided under these Bylaws.

I. Perform such other duties as are set forth in the Constitution or Bylaws or shall be assigned by the Board of Directors or the Executive Committee.