Supply Chain Management Association
Manitoba Inc.

 Bylaws

Revised - July 25, 2017

 

  • Name
    • The name of the Institute shall be Supply Chain Management Association Manitoba Inc. herein after called the “Institute”, formed under The Manitoba Institute of the Purchasing Management Association of Canada Act, Bill 32 of the Province of Manitoba, herein after called the “Act”. 
  • Objects
    • The Institute is organized as a member of the Supply Chain Management Association herein after referred to as the “Federation”, and shall adopt the amendments, rules, and regulations duly and properly adopted by the Federation provided they are:
      • Accepted by the Institute’s Board of Directors
      • Do not conflict with the Provincial laws under which the Institutes was established and is governed
    • The objects of the Institute are to:
      • Foster and promote the supply chain management profession
      • Foster cooperation among its members and the members of the Federation
      • Develop and promote efficient supply management methods and practices
      • Provide an academic program of studies which leads to member certification
      • Provide leadership and consultation on all trade practices; and
      • Strive by all legitimate means to advance the supply chain management profession in Canada
  • Membership
    • The Institute shall grant membership in the Institute to any individual who applies therefor in accordance with the bylaws, if the individual:
      • Is of good character;
      • Has complied with the academic and experience requirements specified in the bylaws for the issuance of membership of the class applied for;
      • Has passed such examinations and has met such other qualification as the Board of Directors may prescribe in accordance with the bylaws; and
      • Has paid such fee or fees as are prescribed by the bylaws
      • Using membership for solicitation purposes is strictly prohibited
      • Complaints of Misconduct – any complain of misconduct shall be dealt with under the guidelines described in the Act
      • Any member that is denied membership has the opportunity for review by the Board of Directors as defined by the Act.
      • Certification of membership shall conform to the requirements of those of the National Association.
      • Membership shall abide by the rules and regulations, as it is required by the National Association Code of Ethics.

 

Membership Categories

  • The Institute shall consist of five (5) classes of membership including:

 

Regular Member – Any person who is a supply chain management practitioner or is a person seeking a career in supply chain management and has paid the prescribed fees.

Student Affiliate – Any person who is a full-time student at a recognized post-secondary educational institution in Canada and has paid the prescribed fees.

Academic Affiliate – Any professor teaching at a Canadian university or college (public or private) either full-time or part-time (excluding sessional) in a supply chain related program and has paid the prescribed fees.

Retired Member – Any member who has had a minimum of fifteen (15) years membership and is retired from active participation in the field and has paid the prescribed fees.

Fellow Member – Any person who has received the SCMA Fellow Award and has paid the prescribed fees.

 

  • Dues and Finances
    • Dues
      • Dues for each membership category are established by the Board of Directors and will be determined on the 1st day of July in any year.
      • “FSCMA” and “Honorary Life” members are exempt from paying membership dues.
      • The Board of Directors shall determine the annual dues for all the various membership categories and notify the membership at the minimum of one month prior to financial year-end.  All membership dues are payable in advance of each financial year.
      • All annual dues shall include the affiliation fees as established by the National Association.
      • Members elected during the year shall be required to pay National Association affiliation fees and the Institute dues as established by the Board of Directors.
      • Any members whose dues are in arrears may have their membership revoked by the Board of Directors. At the discretion of the Board of Directors a person's membership may be reinstated upon payment of all unpaid dues.
    • The fiscal year of the Institute shall begin on the 1st day of July in any year, and end on June 30th of the year following
    • The Board of Directors shall make all appropriations from its fund, but shall have no power to make the Institute liable for any debt, or debts, to an amount which shall exceed the sum of cash in the hands of the Director responsible for Finance and not otherwise appropriated.
    • The Board of Directors shall recommend an auditor, as ratified by the membership, to conduct an annual audit in accordance to the Manitoba Corporations Act.
    • Cheques shall be signed by two (2) of the three (3) signing authorities.  Those with signing authority will include the:
      • Director of Finance
      • Director of Operations
      • Executive Director
  • Officers
    • The officers of this association shall be:
      • President
      • Vice President/Director of Operations
      • Director of Finance
      • Executive Director
    • Duties
      • The President shall be the Chair of the Board of Directors and shall exercise a general supervision over the interest and welfare of the Institute. The President shall also be appointed as Manitoba Representative on the National Board of Directors as ratified by the
      • If the President is unable to perform the roles and duties; or is absent for an unreasonable length of time; and approved by the Board of Directors, the Director responsible for of Operations shall be installed in the temporary role of President until the President can resume the appointed roles and duties.
      • Should the Director responsible for of Finance, for whatever reason, resign the office of Director responsible for of Finance, the Director responsible for of Operations shall assume the duties of the Director responsible for of Finance until such time as the Board of Directors appoints a replacement.  The Director responsible for of Finance and the Director responsible for of Operations shall be designated to sign cheques.
        • The Executive Director shall be the Chief Executive Officer and a Director of the Corporation, ex officio.  The Executive Director shall be appointed by the President in consultation with the Board of Directors.  This individual is responsible for the administration, management, and formal record of the affairs of the Institute as directed by the Board of Directors. 

 

  • Board of Directors
    • Composition – The Board of Directors is composed of a President and not more than eight (8) Directors that shall be elected from the general membership. 
    • The Board shall consist of:
      • President
      • Director of Operations – term ending on an even year
      • Director of Finance – term ending on an odd year
      • Director at Large (maximum 3) – term ending on an even year
      • Director at Large (maximum 3) – term ending on an odd year

 

    • Certification – The President and the Director of Operations shall be certified members-in-good-standing.  All remaining Directors will be members-in-good-standing.
    • Term – The term of the President shall be 3-years.  Each Director will a 2-year term ending on odd or even years as outlined above. 
    • Executive Committee – The Board may, if it is so desired, elect from among its members, an Executive Committee of three or more members, such Executive Committee shall in all its acts, be solely under the direction of the Board of Directors.
    • Quorum – A majority of the Directors present shall constitute a quorum
    • Voting – Matters shall be decided by a majority vote of the Directors present and voting.  In the event of a tie, the President shall cast the deciding vote.
    • Duties

 

The Director responsible for of Finance shall direct or:

  • be the custodian of all money belonging to the Institute and  keep a correct account thereof; 
  • deposit all monies in the name of the Institute in the financial institute as may be approved by the Board of Directors; 
  • invest monies as approved by the Board of Directors;
  • shall keep correct account and records of all receipts and disbursements;
  • make all disbursements authorized by the Board of Directors and approved by the President;
  • sign all cheques upon the treasury of this Institute;
  • prepare a summary of all outlays of funds to be presented at the Board of Director meetings;
  • render a true and complete report of the financial conditions of this Institute at the Board of Director and general membership meetings.

The books and accounts shall be open to inspection by any member of the Board of Directors during normal office hours.  The Board of Directors shall recommend an auditor, as ratified by the membership, to conduct an annual audit in accordance to the Manitoba Corporation Act.  The auditor shall report the audited financial statements to the Board of Directors for approval.  The approved audited financial statements shall be signed by the President and Director responsible for of Finance and it shall be presented to the members at the next general membership meeting after the end of the fiscal year.

The Director responsible for of Finance shall ensure that a suitable record is kept in permanent form of all proceedings in the Institute and the Board of Directors meetings and shall perform such other duties as may be assigned to the position. The Director responsible for of Finance shall ensure a proper record of the membership and such other records as may be necessary to record the business in this Institute.

    • Meetings – The Board of Directors shall meet upon the call of the President or any two (2) Directors
    • Resignation – When a Director resigns, or a position becomes vacant, a member-in-good-standing from the general membership may be elected or appointed by the Board of Directors.
    • Removal – Any member of the Board of Directors (President or Director) may be removed by a two-thirds majority vote of the total membership (vote of non-confidence) or the two-thirds majority vote of the Board of Directors.   A minimum 30-day notice of removal to the intended President or Director shall be given before the vote is taken.

 

  • Meetings
    • Annual General Meeting - The Annual General Meeting shall be held in the month of September.  Written notice by mail, fax, or electronic means shall be given at least thirty (30) days prior to the meeting.    Each annual meeting shall approve the financial statements of the Institute and consider such other business as the notice of the meeting may set out.
    • Special Meeting – Special meetings of the Institute may be called at the discretion of the President or by a majority of the Board of Directors.
    • Rules – Questions of procedures shall be disposed of under Robert’s Rules of Order unless in conflict with the Bylaws of the Institute.
    • Quorum – A quorum shall be ten (10) percent of Institute’s membership or a majority of the members present.     
    • The bylaws may be suspended, or amended, at any regular meeting of this Institute by an affirmative vote or two-thirds of the members present, provided the proposed amendment shall have been submitted in writing to each member at least thirty (30) days prior to the meeting. 

 

  • Elections
    • A nominating committee of three members shall be convened not later than 90 days prior to the Annual General Meeting.
    • The Nominating Committee shall select candidates from the general membership for the vacant Board of Director positions. 
    • The nominating committee shall send the names of consenting nominees for the Board of Directors to the Director responsible for of Finance for publication at the regular meeting immediately preceding the Annual General Meeting.
    • Any five or more members, acting jointly, may present to the Director responsible for of Finance, not later than two weeks prior to the Annual General Meeting, the names of any qualified candidates which they wish to nominate and the respective offices for which they are nominated.  The Director responsible for of Finance shall announce such nominations prior to the election. Such presentation must be in writing and accompanied by written consent of the candidates to serve.
    • The members whose names have been filed with the Director responsible for of Finance as nominees for the Board of Directors shall be elected by acclamation provided there is no contest for these positions. The President and director positions must be elected by secret ballot from the candidates nominated, or elected by acclamation.
    • The election of Board of Directors members shall be by vote and a plurality shall elect. The newly elected Board of Directors members shall assume office on July 1 following election and serve an appropriate term or until the election and qualification of their successors. The total number of directors shall be composed of half returning directors and half newly elected directors.
    • Only members in good standing shall have the right to vote, nominate candidates, or stand for nomination as required at any meeting.

 

Committees - After election, the Board of Directors shall appoint the chair people of standing committees as may be deemed necessary or desirable, such as:

  • Membership
  • Audit
  • Professional Development Program, Seminars
  • Historian, Photographer
  • Pulse Newsletter
  • Attendance
  • Event Organizer

Each committee shall be composed of two or more members, who shall be appointed by the chairperson of the respective committees.