TERMS OF REFERENCE FOR GAMA INTERNATIONAL CANADA

Purpose

GAMA International Canada (GAMA) is a Canadian association focusing on professional development and networking opportunities for leaders involved in the distribution of financial services products and service. Through its affiliation with The Financial Advisors Association of Canada (TFACC, also known as Advocis), GAMA is subject at all times to the TFACC governance principles as outlined in the Resolution: Approval of The Financial Advisors Association of Canada (“TFAAC”) Governance Principles of September 24, 2004.

Objectives

• To oversee development and delivery of the Chartered Management Professional (CMP) leadership designation program through the GAMA Learning Institute
• To promote sound business relationships between leaders in the financial services industry to ensure proper and ethical conduct
• To provide a forum for the exchange of ideas related to management and professional development
• To provide leadership in building the confidence of the general public about the need for complete financial planning
• To establish “Management Leadership Awards” to recognize outstanding achievement in management
• To conduct seminars that foster the aims and objectives of the association
• To work in co-operation with, and to make contributions to, other industry associations, e.g., Advocis, CLHIA, LIMRA and MDRT
• To keep members informed on matters and information of general interest
• To co-operate with other professional educational or institutional organizations for the advancement of these objectives
• To review, annually, the Terms of Reference and forward to the TFAAC governance committee.

Board Composition

• The board of directors shall consist of eight positions: the president, the vice-president, the secretary-treasurer, the immediate past president and the directors responsible for professional development, membership and recognition, marketing and communications, and special projects.
• The board of directors may, at its option, by a majority vote of the board, approve the appointment of additional directors as deemed required to properly serve its membership.
• Directors shall be elected by a vote of the members of the association present at the annual meeting.
• The president, who is an appointed member of the TFAAC board of directors, will act as chair.
• Staff liaison to the Advocis COO or his/her designate(s).

Executive Committee of the Board of Directors

• Officers shall be elected by a vote of the members of the association present at the annual meeting.
• The executive committee shall consist of four positions: the president, the vice-president, the secretary-treasurer and the immediate past president.
• The president will act as the chair and will vote only in the event of a tie.
• The immediate past president does not have voting rights.
• The term for office for these positions is two years. After a two-year term in office, the secretary treasurer shall become the vice-president, the vice-president shall become the president, the president shall become the immediate past president and the immediate past president shall join the board of governors.
• The executive committee shall have the power to act on behalf of the board of directors where, in its opinion, it would be inadvisable to delay action until the next meeting of the board of directors.

Honorary Directorship

• An honourary directorship may be conferred upon a member of the association who, in the opinion of the board of directors, has made an outstanding contribution to the association. The duties of such director will be to act in an advisory capacity as well as performing other duties that may be conferred upon him by the executive committee. Honorary directorship shall be for one year and subject to renewal, but must be approved by a majority of the board of directors.

Terms of Membership of the Board of Directors

• Two-year term
• A retiring officer or director will be eligible for re-election but the president will not be eligible for re-election after serving four consecutive years as president.
• Notwithstanding the foregoing, a person holding the position of president and having served four consecutive years as president, following which he/she will serve one further year as past president, shall not be eligible for election for said office until a further two years have elapsed.

Quorum

• Quorum is 50 per cent plus one of the total elected board of directors, present in person or by phone or by email.
• Decisions may be made by the consensus vote described above, in addition to during teleconference and in-person meetings, by electronic means, which shall include electronic commerce and faxes.
• Any three members of the executive committee will constitute a quorum for the transaction of business provided that one of the three members is either the president or, in his/her absence, a vice-president. Fifty-one per cent of the full members, in good standing, in attendance at any regular or special meeting of the association shall constitute a quorum for the purpose of transacting business. A quorum for the transaction of business at any meeting of members shall be ten (10) members entitled to vote thereat represented in person or by proxy.

Process

• By consensus where possible
• Any questions shall be referred to Robert’s Rules of Order, except as they may be varied by this Constitution or by a two-thirds majority vote of those who are present at the meeting and are entitled to vote.
• The president will receive information, agenda and minutes first for approval.
• Agenda and meeting material will be distributed in advance to the board members within a reasonable period.
• The chair shall NOT have a vote.
• Any tie will give the chair a casting vote.
• The immediate past president does not have voting rights.
• Association business to remain with the association until it is agreed to communicate this business beyond the association.

Board of Governors

• To ensure continuity, GAMA will have a board of governors that will be made up of past presidents, honorary directors, corporate sponsors and others as deemed appropriate. Their role is to be a source of advice and a resource to the board of directors. The board of directors will invite eligible candidates to serve on this board.

Meetings

• The association shall hold an annual meeting at a time and place to be decided by the board of directors. This annual meeting can be a virtual meeting and be held via conference call, online or email, as determined by the board of directors of the association.
• A minimum of two meetings per year, either in person or by teleconference.
• Meetings of the executive committee may be called by the president at his/her discretion or when requested to do so by two members of the executive. In the case of a tie vote of the executive committee, the president shall cast the deciding vote.

Amendment to Terms of Reference

• Only with approval of the TFAAC board of directors