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 of Management Accountants that may now or in the future be put into effect.

Section 1: Membership in this council shall be limited to the duly chartered chapters of the Institute of Management Accountants located within the area specified by the charter of the Mid-America Regional Council and all such chapters shall, upon their request, be admitted as members.

Section 1: Each member chapter shall be represented in this council by three (3) voting delegates who shall be certified by the member chapter’s Board of Directors or by the chapter’s president. They shall be called "certified delegates." Delegates must be members in good standing. Delegates shall be responsible for communicating council actions and activities to their respective chapter.

Alternate delegates may be named by the chapter as deemed appropriate.

Student Chapters of the Council shall be entitled to one (1) voting delegate. Member Chapter’s student chapters shall NOT have a vote on the Council.

Section 2: The current president of each member chapter whenever practicable shall be one of that member chapter's delegates.

Section 3: The immediate past president of each member chapter whenever practicable shall be designated as one of that member chapter's delegates.

Section 4: Any member of a member chapter who is currently a regional officer or regional director shall be designated as one of the delegates whenever practicable.

Section 5: Each member chapter may name up to two (2) alternate delegates. Each alternate delegate must meet the criteria stated in Article IV, Section 1. An alternate delegate may represent the member chapter in the absence of a (regular) delegate and shall have the full voting powers of the (regular) delegate for that council meeting.

Each past president of the Mid-America Council shall be considered a delegate with voting privileges.

Section 1: This council shall hold regular meetings on call of the council president no less than four (4) times each year at a time and place determined by the president. Written or electronic notice of such regular meetings shall be sent to each delegate no less than thirty (30) days 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 (3) member chapters of this council, provided written or electronic notice is given to all delegates at least ten (10) days in advance of the meeting stating the purpose(s) of the meeting.

Section 4: Certified delegates and Council Student Chapter delegates shall have the power to vote (1 vote each). If one or more certified delegates are not present, any chapter’s alternative delegate present may vote. Certified, alternative and Council student delegates shall be members in good standing of IMA. All past presidents of the Council shall have the power to vote.

National committee members need not be a certified or alternative delegate and do not have the power to vote (unless certified or alternative voting delegates).

Council officers must be certified delegates of their chapter.

Section 5: A quorum shall constitute 11 individuals eligible to vote. Except as provided by the Bylaws, an act of the majority of those delegates or designated alternates voting at any duly constituted meeting of this council shall be an act of this council.

Section 6: Delegates who are unable to attend meetings in person may be represented by written proxy in the form prescribed by this council, and presented by any other certified delegate.

The signed written proxy by a certified delegate is limited to votes for items that all delegates have received written notice at least 10 days prior to the meeting.

Section 7: All meetings shall be open to any individual member of the Institute of Management Accountants in good standing.

Section 1: The President shall appoint a nominating committee. The Nominating Committee shall be comprised of at least 5 individuals. In selecting committee members, priority will be given to President-Elect, Past National/Regional 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 President-Elect and Past National/Regional Vice President from the Council.

Section 3: At the discretion of the Council President, a separate nominating committee may be appointed to nominate council officers other than the President.

Section 2: Officers shall be elected by a majority of delegates present in person or by proxy at any regular or special meeting of this council, provided notice of such election is included in the notice of such meeting.

Section 3: Officers shall take office on July 1 following their election, and shall serve for one (1) year for Council officers, two (2) years for Regional Vice President and Regional Directors, or until their successors have been duly elected and qualified.

Section 5: Officers shall have such powers, and shall perform such duties as described in these bylaws, as are necessary to carry out the objectives and accomplish the purposes of this council.

Section 6: In case of a vacancy in the office of the President, the President-Elect will succeed the President. Should a vacancy 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 vacancies 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 1: The President shall be the executive head of the Council and when present shall preside at all meetings. The President shall exercise general supervision of the affairs of the 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 Council's activities to the presidents of chapters in good standings.

Section 2: The President-Elect shall serve as President Pro Tempore in the event of the absence of the President and shall chair ad-hoc committees. The President-Elect shall be the LTS (Leadership Training Session) Coordinator.

Section 3: Following are general job descriptions for Vice Presidents:

VP Education—Responsible for planning educational sessions for the Council, to and including: REAP Sessions. CMA/CFM activities/courses available at all of the chapters/areas and promoting and informing chapters of these, or other educational sessions in a responsible and fiscally accountable manner. Responsible for the coordination of activities with the Council Student Chapter.

VP Chapter Services— Responsible for Speaker Reports (i.e. 3 Best speakers for each chapter) and dissemination to all chapters as a resource; Chapter Excellence Award (obtaining information, informing the Council of the winners and arranging for suitable awards and presentations). Responsible for supervising the Council's Hospitality Suite at the Annual Meeting of IMA (appointing a member to be in charge of the suite, if necessary.)

VP Communications— Responsible for the collection, organization and dissemination of the Council Newsletter four (4) times a year; the Council Website, and the Council Roster (collection, organization, printing and dissemination of the Roster.)

VP Corporate & Academic Development—Responsible for the coordination of corporate development visits as reported by chapters and reporting on the activities. Responsible for Academic coordination of activities.

The Vice-Presidents shall be the planning officers and shall coordinate all planning activities of this Council to obtain efficient and timely results and they shall perform such other duties as may be assigned to them by the President or the delegates.

Section 4: The Secretary shall be the custodian of the records of this council. The Secretary shall record the minutes of each meeting of this council and shall prepare and distribute copies of the minutes to all persons on the list of those to receive notices including the IMA National Office, within a reasonable time following the meetings. The Secretary shall see to the appropriate transfer of records to a duly elected successor. The Secretary shall perform such other duties as may be assigned by the President or the delegates.

Section 5: The Treasurer shall be responsible for the financial affairs of this council. The Treasurer shall open a bank account in the name of the council and receive and disburse all funds and shall be custodian of all property. The Treasurer shall maintain the financial records of this council. The Treasurer shall prepare, annually, an operating budget and shall present current financial reports to delegates of this council at each regularly scheduled meeting. The Treasurer shall see to the appropriate transfer of financial records and bank accounts to a duly elected successor. The Treasurer shall perform such other duties as may be assigned by the President or the delegate.

Section 6: Regional Vice President—The Regional Vice President is the communication link between the IMA National Board and the councils. The Regional Vice-President serves as a voting member of the Board of IMA determining the Institute’s actions and direction and is responsible for presenting and representing regional council issues, views and opinions. The Regional Vice President is also responsible for seeking out, developing and recommending future leadership of the Institute, functioning as a liaison between the National Board; national committees and the Regional Council and should attend and participate in the IMA Annual Conference. Additionally, the Regional Vice-President should serve on the Council Nominating Committee and participate in all long-term planning activities. A complete list of duties and skill sets for this position can be found in Appendix A as Attachment 2.

Regional Directors—The primary role of a Regional Director is to evaluate and assess chapter management and provide substantive suggestions of how to improve chapter service to members and chapter operations. Regional directors are the liaison between chapters and the Regional Council and will report to the Regional Vice-President. Regional directors are responsible for reporting on the activities, difficulties and needs of the membership group they are assigned to support. A complete list of duties and skill sets for this position can be found in the Appendix A as Attachment 3.