Grand Valley CHAPTER BY-LAWS
AS APPROVED BY the BOARD – May 12, 2010
and Ratified by the members – June 24, 2010
PREAMBLE
The Chapter is hereby constituted and shall be in all respects a local entity of the Human Resources Professionals Association (hereinafter called “the Association”), and shall be bound by the Objects of the Association, and shall be subject to all of the Association’s Codes, Rules, Regulations, Standards of Practice and Association’s By-laws, and furthermore, the Association may terminate, curtail, or dissolve the aforesaid Chapter for just and sufficient cause at any time after its creation.
The Objects of the Chapter are at the discretion of the Chapter; however, such Objects shall not be inconsistent with or render null any of the mandatory provisions set out herein. Such Objects shall also be consistent with the Association Objectives as reproduced below:
To establish and encourage the acceptance and maintenance of uniform province-wide standards of knowledge, experience and ethics for all persons engaged in the field of Human Resources Management;
To promote and further the education and improve the competence of persons engaged in Human Resources Management by granting registration and membership to persons who meet the standards of the Association;
To hold examinations and prescribe tests of competency deemed appropriate to qualify membership in and certification by the Association;
To maintain discipline among members of the Association;
To provide a medium for communication and exchange of information, knowledge and ethical standards for those persons engaged in the field of Human Resources Management;
To sponsor, encourage and promote liaison with other individuals, associations and groups engaged in similar or related fields of activity;
To promote the interests of the Association;
Section 1 - INTERPRETATION AND DEFINITIONS
1.1 Definitions –
“Annual General Meeting”: means the Annual General Meeting of the Association held pursuant to section 8.1;
“Association” or “HRPAO” or “HRPA” means the Human Resources Professionals Association of Ontario, established under the Human Resources Professionals Association of Ontario Act, 1990: operating as the Human Resources Professionals Association (HRPA);
“Association Board” means the Board of Directors of the Association;
“Association By-Laws” means the By-Laws of the Association;
“Board” means the Board of Directors of the Chapter;
“By-Laws” means the By-Laws of the Chapter as established hereunder;
“Chapter” means Grand Valley Chapter;
“Days” means calendar days and does not include the first day, but includes the last day. If a prescribed day falls on a holiday or a weekend, the next following business day is the relevant day;
“Ex Officio” means that the individual is a member of a body who is part of it by virtue of holding another office. Such member may or may not have the power to vote in the bodies’ decision making process subject to the Board’s discretion;
“Director” means a member of the Board;
“Member” means an individual who is admitted as a Member of the Chapter in the categories and according to the criteria established by these By-Laws;
1.2 Gender and Case
Words importing the singular number include the plural and vice versa; words importing gender include all genders; and references to persons may include individuals, corporations, partnerships, trusts, and unincorporated organizations.
Section 2 – membership year
2.1 The Membership Year shall be from 1 June in one year to 31 May in the year following.
Section 3 – FISCAL YEAR and CHAPTER FUNDS
3.1 The Fiscal Year of the Chapter shall be from 1 Dec to 30 November.
3.2 The Chapter shall ensure that all monies paid out of Chapter funds are supported by original receipts, to be retained by the Chapter.
Section 4 – CODE OF ETHICS, RULES OF PROFESSIONAL CONDUCT, STANDARDS OF PRACTICE
4.1 Members shall, as an obligation of membership, abide by any such Code of Ethics, Rules of Professional Conduct and Standards of Practice as the Association Board may establish.
Section 5 – MEMBERSHIP
5.1 Membership in the Chapter shall be confined to persons in the membership categories defined in the Association’s By-laws as set below who are in good standing, and who have their residence, educational institution or principal place of business within the Chapter area, (which includes the Region of Waterloo, Perth County, Brant County, and all the municipalities therein) or a region as otherwise described in the Association’s By-aws. Members have the right to hold chapter membership in more than one Chapter but shall have their primary chapter within the region of their primary residence, educational institution or principal place of business.
5.2 Membership Categories
The following are the categories of voting Members:
(a) Fellow;
(b) CHRP;
(c) Practitioner;
Members in these categories shall have the right to vote at all meetings of Members of the Association and shall have such other privileges of membership as the Board may determine or as set out in these By-laws.
5.3 The following are the categories of non-voting Members:
(a) General;
(b) Student.
Members in these categories shall not have the right to vote at meetings of the Members of the Association. They shall have such other privileges of membership as the Board may determine or as set out in these By-laws.
5.4 All applications for membership shall be submitted either to the Membership Director or directly to the Association’s office, on the form provided by the Association. The Membership Director shall promptly forward all applications received to the Association and, likewise, the Association shall promptly notify the Chapter of all applications processed for Members choosing or required to belong to the Chapter.
5.5 Determination of an applicant’s category of membership is at the sole discretion of the Association, in accordance with the Association’s By-laws and Regulations.
5.6 All Members must comply with and abide by the Chapter By-laws.
5.7 Honourary Chapter Member:
(a) The Board may, by resolution, confer on a Member in good standing the status of Honourary Chapter Member of the Chapter, in recognition of their outstanding service to the Association and/or the Chapter and their contribution to the field of Human Resources Management.
(b) An Honourary Chapter Member shall have such privileges of the Chapter as may be determined from time to time by the Board, including the eligibility to vote and hold office (subject to Section 5); such privileges and recognition to be acknowledged at the Chapter level only.
5.8 Chapter Dues:
(a) Annual Membership dues applicable to each member shall be determined from time to time by the Board. The annual membership dues shall be payable in advance for the ensuing year, on or before the first day of June.
(b) Members joining after the start of a membership year will pay their Chapter dues in the same proportion as their Association dues.
section 6 – privileges of membership
6.1 Members in the CHRP, Fellow, and Practitioner categories, who are Members in good standing, are eligible to hold any Chapter office and may vote on any or all Chapter matters.
6.2 Members may invite guests or prospective members to any regular meeting or activity. The Board reserves the right to limit the number of guests or to prohibit guests at some events when it deems it in the best interests of the membership.
Section 7 – name
7.1 The name of the organization shall be “The Human Resources Professionals Association, Grand Valley Chapter” (hereinafter called “the Chapter”). Its abbreviated name shall be “HRPA, Grand Valley Chapter” and its acronym shall be “HRPA–GVC”.
Section 8 – meetings of members
8.1 The Annual General Meeting of the Chapter shall be held by the end of the month of May in each year for the conduct of the following business:
(a) Reading of the minutes of the previous Annual General Meeting and any subsequent general or special meetings;
(b) Confirmation, referral or rejection of any By-law passed by the Board;
(c) Receipt of the report of the Chapter President, and reports from other appropriate Board members, regarding the activities of the Board and Chapter in the past year;
(d) Election, prior to or at the AGM, and installation of the Board and ratification of the selection of Officers;
(e) Receipt of the most recent financial statements; specifically, the unaudited financial statements as at April 30th (such statements to be submitted to HRPA following the AGM).
(f) Address of any other matter as the Board determines may be properly brought before the meeting.
8.2 Notice of the Annual General Meeting, together with pertinent documentation, shall be sent to the address of record of each Member in good standing twenty-one (21) days in advance of the meeting date, by pre-paid post, courier, by facsimile transmission, or electronic mail.
8.3 Regular Meetings of the Members shall usually be held bi-monthly between September and June; meetings in July and August may be called if deemed necessary.
8.4 The Board may appoint one or more days in each year for regular meetings of the Members at a place and time named. Once such information is communicated to the Members no further notice of the Regular Meetings need be given, except where there is a change of date, venue, or where there is special business to transact.
8.5 Appointment of a Chartered Accountant or Certified General Accountant as auditor, if audited statements are being produced, for the ensuing fiscal year shall normally be presented for approval at the first Regular Meeting of the Members following the Annual General Meeting;
8.6 Extraordinary Meetings of the Members may be called by
(a) the President; or
(b) any five (5) Members in good standing or greater as determined by the Chapter by means of a request in writing that details the issue to be addressed at the meeting. Such a request must be received by the President twenty-eight (28) days in advance of the date proposed for the meeting. On receipt of such a request, the President shall call the meeting. The cost of such Extraordinary Meeting may be charged to the Members who requested it.
8.7 Notice of any Extraordinary Meeting shall be sent to the address of record of each Member in good standing ten (10) days in advance of the meeting date, by pre-paid post, courier, facsimile transmission, or electronic mail. Such notice shall detail the business to be transacted at the meeting.
8.8 Meetings of the Members shall be conducted in accordance with Roberts’ Rules of Order unless otherwise provided for in these By-laws.
8.9 Errors or Omissions
Errors or omissions in giving notice to any Member shall not invalidate such meeting or make void any proceedings taken at such meeting.
8.10 Voting
All votes cast at an Annual or Special General Meeting shall be by show of hands unless a call for a secret ballot is requested. Any Member in good standing, present and qualified to vote, may request that a matter be dealt with by a secret ballot. The Members present will, by a show of hands, decide whether the voting shall be done by secret ballot. In the event of a tie, the motion is lost.
8.11 Quorum
(a) A minimum of Five Members, in good standing, or greater, as determined by the Chapter, who are personally present and voting at the commencement of the meeting, constitute a quorum for a Meeting of the Members.
(b) Where a quorum has not been reached within one half-hour of the time called for a Members Meeting to commence, the meeting shall be adjourned to the same time and place one week later, when whatever number of eligible Members then present and voting shall conduct the business for which the meeting was called.
Section 9 – Board
9.1 There shall be a Board which will be responsible for the affairs of the Chapter and be vested with full power to conduct all business of the Chapter, and which will ensure liaison with the Association. The role of the Board is governance and stewardship of the Chapter. The Board is accountable to Members for the management and supervision of those who manage the business and affairs of the Chapter.
9.2 The Board shall consist of a sufficient number of duly elected members, and include the Past President/Secretary, such that each portfolio or committee is led by a Director. Additional Members may be appointed by the Board as Co-Directors of specified portfolios or committees; however, such individuals cannot vote on Board motions.
The Board shall appoint from its members, the following Officers, although the name, number and mandate of Chapter Officers are at the discretion of the Chapter.
The Officers of the Grand Valley Chapter Board shall have the authority to sign cheques on behalf of the Chapter and will consist of:
i) President, ii) Past President/Secretary, iii) President Elect, and iv.) Finance Director, or such other Offices that may be created by the Chapter or as required by the Association.
9.3 If a Membership Director and/or Government Relations /Governance Director are not appointed by the Board, the Association shall deem these positions to be held by the President.
9.4 The immediate Past President shall be an Officer Ex-Officio who is a member of a body who is part of it by virtue of holding another office. Such member may have the power to vote in the bodies’ decision making process subject to the Boards discretion.
9.5 The Chapter’s Officers (Past President/Secretary, President, President Elect, Finance Director) can be elected to hold an office for either one- or two-year terms or until a successor is elected.
At present, the elected term for the Finance Director is one year. If re-elected annually, this person can serve a maximum of four consecutive years as Finance Director. Thereafter, to be re-elected to the Board, such person must agree to serve in one of the other Board Portfolios.
The person elected to the President Elect position will automatically advance to the President position, and subsequently to the Past President position, in successive, one-year terms. At any time following the completion of their term as Past President, such person may again stand for election to the Board, in a non-officer Director position or in either of the Finance Director or the President Elect officer positions.
9.6 The Chapter’s non-officer Directors are also elected to one-year terms. If they continue to be elected, year after year, they can only serve in the same portfolio for a maximum of four consecutive years. Thereafter, to be re-elected to the Board, they must agree to serve in one of the other Board portfolios.
9.7 The Board shall ensure that there shall be one Board member on each committee of the Chapter.
9.8 No Chapter Board member shall be absent for more than three consecutive meetings without reasonable cause. Should this occur, the Chapter Board member shall be deemed to have resigned from the Board.
9.9 If in the opinion of the Chapter Board, a Board member has not met the responsibilities of the office to which they have been appointed, the Chapter Board may make a motion to remove the Board member. A two-thirds majority vote of the Chapter Board is required for such removal. The Chapter Board may then appoint a new Board Member for the role who will serve in that capacity for the balance of the term.
9.10 The Board shall take office not later than June 1, following the Annual General Meeting in each year.
Section 10 – MeEtings of the BOARD
10.1 Meetings of the Board shall usually be held once per month between the period of September and June; meetings in July and August may be called if deemed necessary.
10.2 Extraordinary Meetings of the Board may be called by the President or a majority of the Director members of the Board.
10.3 A majority of the Director members of the Board constitutes a quorum at any meeting of the Chapter Board.
10.4 Meetings of the Board shall be conducted in accordance with Roberts’ Rules of Order, unless otherwise provided for in these By-laws.
10.5 The Chapter Officers may make necessary decisions concerning the business of the Chapter, as required, during July and August. Such decisions must be ratified at the next regularly scheduled meeting of the Board.
Section 11 – election to Board
11.1 Any eligible Member in good standing may nominate any other eligible Member in good standing to stand for election to the Board
11.2 Essential Qualification of Member Directors
In order to be eligible to be elected as a Director, a person must:
(a) Be a Fellow, CHRP or Practitioner Member in good standing;
(b) Meet any other criteria as established by the Board, including but not limited to reference checks prescribed by the Board;
(c) Not be the subject of any disciplinary proceedings by the Association or the Chapter;
(d) Not have a finding of professional misconduct, incompetence, with respect to the person in the three years preceding the date of the election;
(e) Reside or work in the Province of Ontario;
(f) Have skills and experience commensurate with the needs of the Board.
In addition, a person may:
(g) Hold a CHRP designation;
(h) Have previous board experience;
(i) Have governance experience.
11.3 Reference Checks
The Board may prescribe the form and content of, and the standards to be met in conducting, reference checks, including, but not limited to, credit checks and criminal record checks.
11.4 In order to be elected to the Board, (a) nominee(s) must receive the highest number of votes cast by the eligible members during the election process.
11.5 Ceasing to be a Director
A person ceases to be a Director of the Chapter upon:
(a) the Director’s death;
(b) the Director’s resignation;
(c) the Director ceasing to be a Member in good standing; or
(d) if removed pursuant to section 9.9 and or 9.10
When a person ceases to be a Director, any records and materials in their possession that belong to the Chapter shall be returned forthwith.
11.6 Removal of Chapter Directors or Officers
(a) In a meeting of the Membership, a Director may be removed, for cause, on a two-thirds vote of eligible voting Members present at the meeting before the expiration of the term of office.
(b) The President, President Elect, Past President/Secretary and the Finance Director may be removed from office by a two-thirds vote of eligible voting Members of the Board present at the meeting.
(c) A Director shall be suspended from office, and from fulfilling any official duties, if the said person is under disciplinary investigation.
(d) A Director shall be removed from office where the Director has been found to be in violation of the Board’s Code of Conduct or the Rules of Professional Conduct as established by the Association Board.
11.7 All Directors of the Board in attendance at a Board meeting may vote on all resolutions except as provided below.
(a) If a member of the Board of Directors has a conflict of interest, direct or indirect, in any matter and is present at a meeting of the Board of Directors, the Director:
(i) shall, prior to any consideration of the matter at the meeting, disclose the conflict of interest; and,
(ii) shall not take part in the consideration or the discussion of, or vote on any question in respect of the matter; and,
(iii) shall not attempt in any way before or during the meeting to influence the voting on any such question; and,
(iv) shall, leave the meeting or the part of the meeting during which the matter is under consideration.
(b) Where the conflict of interest of a Director has not been disclosed as required, by reason of the Director’s absence from the meeting, the Director shall disclose the conflict of interest at the first meeting attended by the said Director.
Section 12 – vacancies on the Board
12.1 Where a quorum of the Board remains, the Board may elect any eligible member in good standing to fill a vacancy for the balance of the term of office.
12.2 Where a quorum of the Board does not remain, the President, or person acting as President, shall call an Extraordinary Meeting of the Members to fill the vacancies for the balance of the term of office.
Section 13 – RESPONSIBILITIES OF OFFICERS AND Directors
The Name, number and mandate of Chapter Officers and Directors are at the discretion of the Chapter.
13.1 President
The President is an Officer of the Board. It shall be the responsibility of the President to provide leadership and to coordinate all activities of the Chapter, and to be its principal liaison with the Association. The President shall preside at all Members meetings and all meetings of the Board, and conduct these in good order, in accordance with the By-laws. The President shall be a member ex-officio of all Committees of the Chapter.
13.2 President-Elect
The President Elect is an Officer of the Board who shall carry out such duties as may be assigned from time to time by the President, and shall assume the duties of the President in their absence. This position may be filled only by a member of the Board who has served not less than two years on the Board in a voting capacity.
13.3 Past President/Secretary
The Past President/Secretary is an Officer of the Board who shall be responsible for the official correspondence and minutes of the Annual General Meeting and meetings of the Board, and shall ensure that minutes or reports of committee meetings or portfolio activities are included in the records of the Chapter. They will also provide assistance and guidance to members of the Board in the performance of their duties and responsibilities.
13.4 Finance Director
The Finance Director is an Officer of the Board who shall ensure that Chapter revenues are properly collected, and account for such funds, together with any and all Chapter expenditures, in the manner required by the Chapter’s auditor They will also ensure adherence, by members of the Board and by committee members, to the Chapter’s financial procedures.
13.5 Membership Director
The Membership Director, with assistance from a Co-director, shall be accountable for promoting the purpose and benefits of the Chapter and the Association to persons in the Human Resources field, in order to recruit Members. The Director will forward, to the Association, applications received, ensure that new members are introduced at Members meetings, and prepare and maintain membership lists. As well, they shall promote the retention of members by coordinating the annual membership renewal campaign at the Chapter level.. The Membership Director shall Chair the Membership Committee if one is constituted.
13.6 Government Relations/Governance Director
The Government Relations/Governance Director shall provide ongoing information to the Chapter about current and pending Provincial and Federal legislative changes, as provided by the Association, and in turn provide the chairpersons of the Association’s Provincial and Federal Government Relations Committees with input, from the Chapter level, to Association briefs and discussion papers for presentation to government.
13.7 Director at Large
The Director at Large shall carry out such duties as may be assigned to them from time to time, but shall be specifically charged, on an ongoing basis, with sourcing Member volunteers to assist on Committees and at Chapter events.
13.8 Student Director
The Student Director, with assistance from a Co-director, shall act as the Chapter’s liaison with local post-secondary institutions and students in the HR-related courses. Their role will be to encourage student membership and participation in Chapter affairs. They will also be responsible, with the Finance Director, for administering the Chapter’s scholarships.
13.9 Communications Director
The Communications Director, with assistance from a Co-director, shall be responsible for creation and (paper or electronic) publication of information and materials as requested by the Board and Committees/Portfolios. They will also be responsible for maintaining the Chapter’s website.13.10 Committee Directors
13.10 The Directors of the Program, Professional Development, Meetings, and Mentorship Committees, and of the Peer Networking Group (PNG), with assistance from Co-directors, shall lead the discussions, decisions and actions of their respective committees, with due regard for the Chapter’s By-laws, the budget and finances of the Chapter, and the professional interests of the Chapter’s Members. (See Section 14 re the respective mandates of the four Committees and the PNG.)
Section 14 – CHAPTER COMMITTEES
The Board may appoint the following Committees each year, to serve until the next Annual General Meeting:
The name, number and mandate of Committees are at the discretion of the Chapter. The term “portfolio” is deemed synonymous with “committee” for Board structure purposes, but a portfolio may only be comprised of a Director or a Director and Co-Director (Sub-sections 13.5 to 13.9 pertain to portfolios)..
14.1 Chapter Program Committee
The Chapter Program Committee is responsible for planning and organizing the Regular Meetings. Normally, each member of the Committee is assigned the task of organizing one meeting per year, which specifically involves making arrangements for a guest speaker.
14.2 Professional Development Committee
The Professional Development Committee is responsible for presenting bi-monthly training/development events for Members, designed to enhance Members skills and knowledge regarding leading edge issues and HR practices. As part of this role, it organizes and delivers the Chapter’s bi-annual, one-day professional development conference, c/w guest speakers, trade show and workshops.
14.3 Meetings Committee
The Meetings Committee is responsible for arranging the venues and meals/facilities for all Program and Professional Development events, including responsibility for collecting/depositing event fees, staffing the reception area, and setting the agenda for the respective event.
14.4 Peer Networking Group
The Peer Networking Groups is responsible for arranging regular (usually monthly) informal gatherings of Members, around specific HR functions (e.g., labour relations), to discuss issues, share professional practices, and develop networks.
14.5 Mentorship Committee
The Mentorship Committee, on an annual basis, is responsible for soliciting and matching Mentors and Proteges from among our chapter membership base, for the purpose of developing the skills of Members. Protégés include members new to the profession, as well as members wishing further developmental support in their HR career, Learning is facilitated through one-on-one mentoring opportunities.
14.6 Chapter Ad Hoc Committees and Task Forces
The Board may establish ad hoc committees or task forces from time to time, to study issues or plan/conduct activities as may be deemed appropriate.
Section 15 – NOTICE
15.1 Method of Notice
Except where otherwise provided in this By-Law, notice shall be validly given if given by telephone, or if in writing:
(a) by prepaid letter post;
(b) by facsimile;
(c) by e-mail; or
(d) by other electronic method.
addressed to the person for whom intended at the last address shown on the Association’s records; or in lieu of the foregoing whenever the number of Members is not less than one hundred (100); and/or
(e) by posting such notice on the Web Site maintained by the Association.
Any such notice shall be deemed given:
(f) in the case of telephone, at the time of the telephone call;
(g) in the case of letter post, on the third day after mailing;
(h) in the case of posting on the Web Site, on the date of posting; and
(i) in all other cases, when transmitted.
15.2 Computation of Time
In computing the date when notice must be given under any provision of the By-Laws requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice is, unless otherwise provided, not included.
15.3 Omissions and Errors
The accidental omission to give notice of any meeting of the Board, a Committee or Members or the non-receipt of any notice by any Director or Member of the Association or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the meeting. Any Director or Member of the Association may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken thereat.
Section 16 – AMENDMENT OF CHAPTER BY-LAWS
16.1 These By-laws may be amended or repealed in part by the Board provided that:
(a) Any changes are submitted to and have received prior approval by HRPA
(b) Notice of such amendment or repeal shall be given with notice for the Annual General Meeting, and ratified by a two-thirds (2/3) vote of those Members present and voting at the Annual General Meeting; and,
(c) Such amendment or repeal shall not take effect until ratified at the Annual General Meeting; and,
(d) Such amendment or repeal shall not be inconsistent with or render null any of the mandatory provisions of the chapter by-laws template approved by
the Association, nor conflict with the Association’s Code, Rules, Regulations, or By-laws.
Section 17 – DISSOLUTION
17.1 The Association may dissolve the Chapter and terminate its activities for just and sufficient cause.
17.2 The Chapter may dissolve or amalgamate with another chapter by:
(a) giving 30 calendar days’ notice to the Members and the Association Board of a meeting of the Members called for the express purpose of terminating the activities of the Chapter;
(b) two-thirds (2/3) of Members voting at the Meeting supporting a resolution to:
(i) Dissolve the Chapter; or
(ii) Amalgamate with another chapter; and
(c) the decision to dissolve or amalgamate is subsequently approved by the Association Board.
17.3 Upon dissolution, all net assets and records of the Chapter shall be sent to the Association’s Head Office and held in trust for a successor organization.
17.4 All assets and liabilities of any nature whatsoever are the property and responsibility of the Chapter, and shall remain so until dissolution as provided for herein.
Section 18 – ADDITIONAL SECTIONS
18.1 Detailed Director Role Descriptions and Standard Operating Procedures established and/or revised from time to time by the Board, its Directors, and/or their respective Committee or Portfolio members shall be considered part of these By-Laws but do not require ratification at the Annual General Meeting, nor at Special Meeting of the Members, unless they deviate significantly from SECTION 13 – RESPONSIBILITIES OF OFFICERS AND DIRECTORS.
18.2 The Chapter may add sections and/or paragraphs to deal with or reflect local issues; however, such additions shall not be inconsistent with or render null any of the mandatory provisions of the Chapter By-law Template approved by the Association, nor conflict with the Association’s Code, Rules, Regulations, Standards of Practice or By-laws.