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A. BY-LAWS
1. CORPORATE SEAL
1.1 The Seal shall be the International
Personnel Management Association-Canada henceforth referred to in these
By-Laws as the Association.
2. PURPOSES
2.1 The main purpose of the Association
is to promote excellence in the practice of human resource management.
2.2. This purpose is met through a number
of ways and means:
2.2.1. by providing an identity and
forum for human resource professionals throughout Canada
2.2.2. by participating in the
establishment and encouraging the use of sound human resource
management
2.2.3. by encouraging a high level of
professional and ethical standards for human resource professionals
2.2.4 by presenting professional
development opportunities and programs to members and other
individuals interested in human resource management
2.2.5. by preparing and presenting
views on existing and new human resource legislation, policies and
practices
2.2.6. by fostering the exchange of
information and ideas on all aspects of human resource management
2.2.7: by conducting research to
identify trends and leading edge information and
2.2.8. by monitoring new human resource
policies to ensure that members are kept abreast of developments
2.2.9 by establishing academic and
experiential, standards and competencies and recognizing the
professionals who attain and maintain those standards.
3. ORGANIZATION
3.1 The Association shall consist of one
general association representing the entire body of membership
containing such chapters as may be recognized.
3.2 It is the responsibility of the
Executive Council to establish rules governing the organization of and
the process for chartering and revoking Chapters. All Chapters and
potential Chapters shall be informed of these rules. These shall be
documented by way of an Association Handbook and Orientation Manual and
be provided to each Chapter.
3.3 The property and business of the
Association are managed by the Executive Council. The Executive Council
shall administer the affairs of the Association in all things and make
or cause to be made, any kind of contract which it may lawfully enter
into and, save as hereinafter provided, generally may exercise all such
other powers and to all such other acts and things as the Association is
by its charter or otherwise authorized to exercise and do.
4. MEMBERSHIP
4.1 CONDITIONS OF
MEMBERSHIP
4.1.1 Membership in the Association
shall be open to all persons interested in furthering the objectives
of the Association upon payment of dues and acceptance of his/her
application for membership by the Association.
4.1.2 All membership of the Association
within established Chapter boundaries except students, shall be
membership at both the Chapter and National levels. Students shall
only be members at the chapter level.
4.1.3 Members of the Association
outside of established Chapter boundaries shall hold membership at the
National level. A member outside an established Chapter boundary is
eligible to make application to the closest Chapter and, upon payment
of the appropriate dues and acceptance of his/her application, hold
membership at the National and Chapter levels.
4.1.4 Membership in the Association is
a pre-requisite to being recognized as a Certified/Recertified member.
4.2 INDIVIDUAL MEMBER
4.2.1 Any person engaged
in :
4.2.1.1 human resource
work or in the management of people; or
4.2.1.2 employed in
teaching human resource management as a faculty member of a college or
university; or
4.2.1.3 consulting in
human resource matters; or
4.2.1.4 retired from such
work may become an individual member upon payment of the prescribed
dues and is eligible to vote and hold office.
4.2.1.5 Emeritus Member -
retired member (no longer working). The membership fee for the
Emeritus Member will be 60% of the National Membership Fee plus
applicable taxes.
4.2.2 An individual member
in good standing who accepts a change to their employment which does
not provide eligibility to individual membership may retain individual
membership status until the expiration date of current membership or,
if an officer, for the duration of the current term of office.
4.3 CERTIFIED MEMBER/
RECERTIFIED MEMBER
4.3.1 An individual member of the
Association who has met and maintained the certification standards, as
established by the Association, may become a certified member upon
payment of his/her certification fees, and is eligible to vote and
hold office.
4.4 STUDENT MEMBER
4.4.1 Any graduate or undergraduate
student attending a recognized academic institution may become a
student member upon payment of the prescribed dues and is eligible to
vote and hold any office at the Chapter level with the exception of
President and President-Elect.
4.5 AFFILIATE MEMBER
4.5.1 Any person not eligible for
individual, certified/recertified, emeritus or student membership may be
eligible for affiliate membership. Affiliate members shall be encouraged
to participate in the affairs of the Association but shall not be
eligible to vote or hold office.
4.6 HONORARY LIFE
MEMBER
NATIONAL HONORARY
LIFE MEMBER
4.6.1 Persons who have rendered
distinguished service in advancing or upholding the purposes of the
Association may be elected to Honorary Life Membership, in which case,
fees are waived.
4.6.2 A National Honorary Life Member
shall have all the rights and privileges of individual members
including the right to hold office and to vote.
4.6.3 Persons elected to National
Honorary Life Membership shall have dues waived by the National and
the Chapter.
4.6.4 Only one National Honorary Life
Member may be elected in any one year.
CHAPTER HONORARY
LIFE MEMBER
4.6.5 A Chapter may elect a Chapter
Honorary Life Member using the same general criteria.
4.6.6 Persons elected to Chapter
Honorary Life Membership shall have dues waived by the Chapter and the
National portion of the dues shall be paid by the Chapter on behalf of
the Honorary Life Member.
4.6.7 The election and number of
Chapter Honorary Life Members shall be controlled by the Chapter
executives.
4.7 AGENCY MEMBER
4.7.1 Any organization vested with
authority to administer a formal system of employment may be eligible
to obtain the services provided by the Association and upon payment of
the prescribed service fee, may be entitled to Agency Sponsorship in
the Association.
4.7.2 Any organization interested in
supporting human resource management may be be entitled to Agency
Sponsorship in the Association.
4.8 MEMBERSHIP DUES
4.8.1 The Executive Council shall
determine the amount of dues payable to the National for each category
of membership/sponsorship.
4.8.2 In the event of an increase in
fees, all Chapters members and Agency Sponsorship shall be given no
less than 120 days advance notice of the increase.
4.9 DESIGNATION OF
INDIVIDUAL MEMBER
4.9.1 When an Agency sponsorship falls
within Chapter boundaries, the Agency shall be provided with one
individual membership in the Chapter.
4.10 REIMBURSEMENT TO
CHAPTERS FOR AGENCY SPONSORSHIP
4.10.1 The National shall reimburse the
Chapter the appropriate individual chapter membership fee.
4.11 TRANSFER BETWEEN CHAPTERS
4.11.1 An active member who transfers
between Chapters shall, on application to the new Chapter, be paid up
as a member for that current year in the corresponding membership
category.
4.12 MEMBERSHIP YEAR
4.12.1 The membership year for any
category of member in the Association shall be one year from the date
of joining.
4.13 EXPULSION
4.13.1 The Executive Council, at any
meeting by a majority vote of those present, may terminate, or suspend
pending review of, the membership of any member who in its judgement
has violated the articles of incorporation, By-Laws, code of ethics of
the Association, or who has been guilty of conduct detrimental to the
best interests of the profession and the Association. Such action by
the Executive Council shall be final and shall cancel all rights,
interests or privileges of such member in the Association and its
services.
4.14 RESIGNATION
4.14.1 Any member may resign by filing
a written submission with his/her Chapter or the National Office, but
such resignation shall not relieve the member so resigning of the
obligation to pay any dues or other charges heretofore accrued and
unpaid.
5. EXECUTIVE COUNCIL
5.1 COMPOSITION
5.1.1 The Executive Council shall
consist of elected officials as follows: President, President-Elect,
Past President, Treasurer, and a number of Directors as determined by
Executive Council, elected by a majority vote of members at the Annual
General Meeting; Chapter Presidents, as elected by their Chapter
members at individual Chapter Annual General meetings and the IPMA-USA
National President as a non-voting member.
5.2 POWERS
5.2.1 The Executive Council is
responsible for the management of the Association. In accomplishing
its responsibilities, it has the authority to:
5.2.1.1 manage the financial affairs,
including decisions related to the expenditure of funds, investment of
funds with a trust company or other organizations
5.2.1.2 manage the administration and
maintenance of a National Office, including the management of staff
and payments
5.2.1.3 prescribe rules and
regulations, consistent with these By-Laws, required for the effective
and efficient management of the affairs of the Association
5.2.1.4 appoint committees whose
members will hold office at the will of the Executive Council.
5.3 REMUNERATION OF
MEMBERS OF COUNCIL
5.3.1 An Executive Council member shall
not profit financially from his/her position on the Executive Council.
5.4 ACQUIRING OF
MONIES AND OTHER ASSETS
5.4.1 The Executive Council shall take
such steps as they may deem requisite to enable the Association to
acquire, accept, solicit or receive legacies, gifts, grants,
settlements, bequests, endowments and donations of any kind whatsoever
for the purpose of furthering the objectives of the Association.
6. EXECUTIVE COMMITTEE
6.1 COMPOSITION
6.1.1 The Executive Committee shall
consist of the President, the President-Elect and the Past- President.
6.2 QUORUM
6.2.1 A majority of the Executive
Committee shall constitute a quorum at a duly called meeting of the
Committee. Such a meeting may be called by any member of the Executive
Committee by giving reasonable notice to the other members.
6.3 AUTHORITY AND
RESPONSIBILITY
6.3.1 The Executive Committee may act
in place and instead of the Executive Council between Executive
Council meetings on all matters, except those specifically reserved to
the Executive Council by applicable law or by these By-Laws, pursuant
to delegation of authority to the Executive Committee by the Executive
Council. Actions of the Executive Committee, not otherwise authorized
by Executive Council policy, shall be reported to the Executive
Council for ratification by mail or at the next Executive Council
meeting.
7. ELECTION OF
OFFICERS
7.1 QUALIFICATIONS
7.1.1 To be nominated and elected as an
officer of the Executive Council, an individual shall be a current
member of IPMA-Canada in good standing, have been a member for three
years, have Chapter Executive and/or National Executive level
experience within the past five years, be able to attend National
Executive Council meetings during the year as required, and be able to
fulfil the requirements of the position.
7.2 NOMINATIONS
7.2.1 The Nominating Committee shall be
appointed by the Executive Council each year and shall be chaired by
the Past-President. The Nominating Committee shall submit a slate of
nominees to the Annual General Business Meeting. Officers are elected
by the members at the Annual General Business Meeting.
7.2.2 In selecting the slate of
nominees, the Nominating Committee shall follow these guidelines:
7.2.2.1 Nominations shall be sought
from the Chapters and members of the Executive Council, through e-mail
and website advertising.
7.2.2.2 All offices are available to
all qualified members.
7.2.2.2 All offices are available to
all qualified members.
7.2.2.3 Consideration shall be given to
such factors as when a given area Chapter or level of government was
represented, language considerations so as to ensure equitable
opportunity for members of both official languages to serve, and
equality of opportunity.
7.2.3 The Nominating Committee shall
make its report to the Executive Council and subsequently to the
Annual General Business Meeting of the Association.
7.2.4 Where more than one qualified
nomination is received for a position, then an election will take
place at the Annual General Business Meeting.
7.3 TERM OF OFFICE
7.3.1 The term of office for the
President, President-Elect and Past-President shall be one year. The
President-Elect shall automatically succeed to the office of
President, and the President to the office of Past-President.
7.3.2 If the President resigns or
leaves his/her post before the end of the term, the President Elect
automatically becomes President for the remainder of the term and
retains the right continue in this office for the term he/she was
elected to serve.
7.3.3 The term of office for the
Treasurer and Directors shall be for two years. Half of the Directors'
portfolio shall be elected by the membership each year.
7.3.4 The term of office shall commence
immediately following the date of election
7.3.5 In the event that an elected
position is vacated, during the term of the officer, Executive
Committee is empowered to appoint a replacement for the remainder of
the current year. An election would be held at the next Annual General
Meeting to elect a replacement, who would then serve a full two year
term.
7.4 DUTIES OF
PRESIDENT
7.4.1 The President or his/her
designate shall be the Chief Executive Officer of the Association.
He/she shall preside at all business sessions of the Association,
shall be responsible for the general management of the affairs of the
Association and shall see that all orders and resolutions of the
Executive Council are implemented and will sit on the IPMA (United
States of America) Board of Directors as a voting member.
7.5 DUTIES OF
PRESIDENT-ELECT
7.5.1 The President-Elect shall, in the
absence or incapacity of the President, perform the duties and
exercise the powers of the President and shall perform such other
duties that shall from time to time be imposed upon him/her by the
Executive Council.
7.5.2 The President-Elect chairs the
meetings of the Finance and Planning Committee which consists of the
President, Past-President, President-Elect and Treasurer.
7.6 DUTIES OF
TREASURER
7.6.1 The Treasurer shall have the
custody of the funds and securities of the Association and shall keep
full and accurate accounts of all assets, liabilities, receipts and
disbursements of the Association. The Treasurer shall also disburse
the funds of the Association as may be directed by proper authority
and shall render to the President and Executive Council members at the
regular meetings of the Executive Council, or whenever they may
require it, an accounting of all the transactions and a statement of
the financial position of the Association. The Treasurer is
responsible for preparation of an annual operating budget and annual
review of the fee structure and shall perform such other duties as may
from time to time be directed by the Executive Council.
The Executive Director/Corporate
Secretary shall write the minutes of the Association's annual meeting
and all meetings of the Executive Council; shall maintain accurate
files of past minutes, policies, procedures and other rules and
regulations approved by Executive Council at various meetings; and
shall ensure that By-Laws are maintained and updated at the National
Office of the Association. The Executive Director/Corporate Secretary
shall be responsible for the Association Seal and for the appropriate
registration of the By-Laws.
7.7 DUTIES OF THE
PAST-PRESIDENT
7.7.1 The Past-President shall be
responsible to Chair the Nominating Committee for the elections of
Officers to the Executive Council and for chairing the Nominating
Committee for the Association's various awards.
7.8 DUTIES OF THE
DIRECTORS
7.8.1 The duties are described in the
Association's Handbook.
8. MEETINGS
8.1 The Executive Council shall meet at
such time and at such places as it may decide, providing there shall
be at least one meeting each year. Reasonable notice of such meeting
shall be given to each member of the Executive Council by the
President. In the absence of the President and the President-Elect
from such meetings, the Executive Council shall appoint one of its
members as temporary chairperson.
8.2 QUORUM FOR
EXECUTIVE COUNCIL MEETINGS
8.2.1 At any meeting of the Executive
Council, a majority of voting members shall constitute a quorum for
the transaction of the business of the Association and any such
business transacted shall be valid, provided it is passed upon by a
majority of votes present.
8.3 MINUTES OF COUNCIL
8.3.1 Minutes of the Executive Council
shall be provided to each member of the Executive Council, one copy to
the National Office and a copy to any member that requests one.
8.4 ANNUAL GENERAL
BUSINESS MEETING
8.4.1 The Association shall meet in
Canada annually at a time and place designated by the Executive
Council.
8.5 NOTICE OF
ASSOCIATION MEETINGS
8.5.1 Thirty (30) days written notice
shall be given to members of the Association of such dates and places.
Where special business is to be conducted (ie. other than business
that is required to be dealt with at the Annual Meeting, such as
appointment of auditor), the notice will include sufficient
information to form a reasoned judgement.
8.6 CANCELLATION OF
MEETINGS
8.6.1 Where the Executive Council
postpones or suspends any scheduled Association meeting because of
exceptional circumstances, the membership shall be notified of the
reasons.
8.7 QUORUM FOR
ASSOCIATION MEETINGS
8.7.1 At any meeting of the
Association, a quorum shall consist of those members present.
8.8 VOTING OF MEMBERS
8.8.1 At all meetings of members of the
Association, every question shall be determined by a majority of votes
unless otherwise specifically provided by statute or by these By-Laws.
8.9 REPORTS BY COUNCIL
MEMBERS
8.9.1 At each Annual General Business
Meeting, in addition to any other business that may be transacted, the
report of the Executive Council members, a financial statement and the
report of the auditors for the preceding fiscal year shall be
presented and an Executive Council elected and auditors appointed for
the ensuing year. The members may consider and transact any business
either special or general at any meeting of the members.
8.9.2 The Executive Council or the
President or President-Elect shall have power to call, at any time, a
general meeting of the members of the Association.
9. MISCELLANEOUS
9.1 AMENDMENT OF
BY-LAWS
9.1.1 The By-Laws of the Association
may be repealed or amended by By-Law(s) enacted by a majority of the
Executive Council members at a meeting of the Executive Council and
sanctioned by an affirmative vote of a majority of the members at the
Annual General Business Meeting or at a special meeting duly called
for the purpose of considering the said By-Law(s), provided that the
enactment, repeal or amendment of such By-Law(s) shall not be enforced
or acted upon until the approval of the Minister of Industry Canada
has been obtained.
9.1.2 A minimum of thirty (30) days'
notice shall be provided to the membership regarding proposed
amendments to the By-Laws.
9.2 EXECUTION OF
DOCUMENTS
9.2.1 Contracts, documents or any
written instruments requiring the signature of the Association shall
be signed by any two officers designated by the Executive Council and
all contracts, documents and instruments in writing so signed shall be
binding upon the Association without a further authorization or
formality. The Executive Council members shall have power from time to
time, by resolution, to appoint an officer/officers on behalf of the
Association to sign specific contracts, documents and instruments. The
Executive Council members may give the Association's power of attorney
to any registered dealer in securities for the purposes of
transferring and dealing with any stocks, bonds and other securities
of the Association. The seal of Association when required, may be
affixed to contracts, documents and instruments signed as aforesaid or
by any officer or officers appointed by resolution of the Executive
Council.
9.3 BOOKS AND RECORDS
9.3.1 The Executive Council members
shall ensure that all necessary books and records of the Association
required by the By-Laws of the Association or by any applicable
statute or law are regularly and properly kept.
9.4 INDEMNITIES OF
EXECUTIVE COUNCIL MEMBERS AND OTHERS
9.4.1 Every Executive Council member or
officer of the Association or other person who has undertaken or is
about to undertake any liability on behalf of the Association and
their heirs, executors, administrators and estate and effects,
respectively, shall at all times be indemnified and saved harmless out
of the funds of the Association from and against:
9.4.1.1 all costs, charges and expenses
whatsoever which such Executive Council member, officer or other
person sustains or incurs in or about any action, suit or proceedings
which is brought
9.4.1.2 all other costs, charges and
expenses which he/she sustains or incurs in or about or in relation to
the affairs thereof, except such costs, charges or expenses as are
occasioned by his/her own wilful neglect or defaults.
9.5 FISCAL YEAR
9.5.1 Unless otherwise ordered by the
Executive Council, the fiscal year end of the Association shall be
March 31st
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