CONSTITUTION

Chartered Professionals in Human Resources of Manitoba Inc.

Article I. NAME

1.1 
The official name of the organization shall be the "Chartered Professionals in Human Resources of Manitoba Inc.”

1.2 
The name of this organization shall be used in a lawful manner, for conducting the affairs as provided herein.

Article II. MISSION

The Chartered Professionals in Human Resources of Manitoba exists to deliver rich connections to information, knowledge, professional relationships, and networks to ensure our membership can lead and contribute to the sustainable success of organizations and communities.

Article III. PURPOSE

The purpose of the Chartered Professionals in Human Resources of Manitoba is:

• To set the standards of professional practice.
• To provide developmental opportunities that enable our members to achieve and maintain professional competence.
• To foster research in the area of human resource management.
• To present views, findings, and professional opinions of the Association to governments, educational institutions, and other outside bodies.
• To promote active participation in the affairs of the Association.
• To provide a venue for the exchange of information among members.
• To encourage our members to share human resource expertise within the community.
• To promote the human resource management profession.

BY-LAWS effective June 1, 2025:

SECTION ONE

1. Interpretation

Definitions

1.01        In these by-laws:

a. “Act” means The Chartered Professionals in Human Resources Act, C75 of the Continuing Consolidation of the Statutes of Manitoba and any Act that may be substituted therefor, as from time to time amended;

b. “Articles” means the letters patent of the Association registered under the provisions of Division I of Part IX of The Companies Act (Manitoba) on the 27^th day of August, 1970, as amended by articles of amendment dated March 15, 1984 and as from time to time thereafter, further amended, supplemented or restated and as the term articles is more particularly defined in the Corporations Act and the Act

c. “Board” means the board of directors of the Association;

d. “By-laws” means these by-laws and all other by-laws of the Association from time to time in force and effect;

e. “CEO” means the Chief Executive Officer, an individual employed by CPHR, as whose responsibilities may include acting as Registrar, and whose authority and responsibilities are set out in an employment contract.

f.“CPHR” means Chartered Professional in Human Resources;

g.“CPHR Act” means The Chartered Professionals in Human Resources Act, C75 of the Continuing Consolidation of the Statutes of Manitoba and as may be amended from to time;

h. Dues -means all annual fees, payment of fines, costs or money otherwise owed by a a Member to the CPHR.

i.“Good Character Attestation” – Process and documentation form as may be amended from time to time by the Board process for determining the good character of current members and new applicants for membership

j. “Member” means a person who has their name entered into the Register as either a Candidate Member or CPHR member.

k. “Member in Good Standing” or “in good standing” means a member, who at the particular time:

a) has paid all required membership fees in accordance with paragraph 3 below;

b) is abiding by the Association’s Code of Ethics and Rules of Professional Conduct;

c) is current with all of the member’s financial obligations to the Association (including, without limitation, conference enrollment costs);

l.“Public Representative” means a person who

a) is a resident of Manitoba; and

b) is not and has never been a member of CPHR Manitoba or of a similar self-governing body of human resource professionals in another jurisdiction. (« représentant du public »)

m. “Register” means a register of the Association established under the by-laws, the Act or the Corporations Act in which members are entered according to their category of membership;

a) “Candidate Members” means members register established by the Registrar pursuant to subsection 7(1)(b) of the Act which identifies every person who is registered as a candidate member pursuant to subsection 9(2) of the Act;

b) CPHR Members” means members entered on the register established by the Registrar pursuant to subsection 7(1)(a) of the Act which identifies every person who is a registered human resource professional pursuant to subsection 9(1) of the Act;

n. “Registrar” means the person appointed pursuant to subsection 4(1) of the Act and as further described and referenced in these by-laws;

o. “Voting Member” means member in Good standing whose category of membership includes privileges to vote.

1.02 Unless otherwise defined herein, all terms and expressions shall have the meanings given to them in the Act.

Interpretation

1.03 In all by-laws of the Association, where the context so requires or permits, the singular shall include the plural and the plural the singular; the word ‘person’ shall include an individual, partnership, corporation, executor, administrator and legal representative and the masculine shall include the feminine;

1.04 The invalidity or unenforceability of any provision of these by-laws shall not affect the validity or enforceability of the remaining provisions of these by-laws.

1.05In the event that any provision in these by-laws is inconsistent or in conflict with a provision of the Act, the provision in the Act shall prevail to the extent required to eliminate such inconsistency or conflict.

SECTION TWO

2. Business of the Association

2.01 Contracts - The Board shall administer the affairs of the Association. The Board may enter into any kind of contract or agreement which the Association may lawfully enter into. The Board may, unless otherwise provided for in the by-laws, exercise all other powers and do all acts and things as the Association by its articles or otherwise may exercise and do.

2.02 Agents and Employees - The Board may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment or as may be modified by the Board from time to time.

2.03 Banking Arrangements - The banking business of the Association shall be transacted with such chartered banks, trust companies, credit unions or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may from time to time prescribe or authorize.

2.04 Execution of financial obligations – Notwithstanding the above, all Association cheques and all other evidence of the Association’s financial obligations must be signed by the Registrar and countersigned by one of the Treasurer, Chair, Past Chair or Chair-elect.  In the absence of the Registrar, the Chair shall act in the place of the Registrar and one of the Past Chair or Chair-elect will countersign. The Board may enact policies limiting or prescribing the extent of authority.  Where the Board designates a Chief Executive Officer (“CEO”) who is not also the Registrar, the Board may authorize the CEO in place of the Registrar as one of the two signing officers eligible to sign financial obligations.

2.05 Borrowing – The Board may, without authorization of the Members:

a. borrow money upon the credit of the CPHR;

b. issue, sell or pledge debt obligations of the CPHR;

c. give a guarantee on behalf of the Association to secure performance of an obligation of any person; and

d.mortgage, pledge or otherwise create a security interest in all or any property of the Association, owned or subsequently acquired, to secure any obligation of the Association.

2.06 Fiscal Year – The fiscal year shall be from June 1^st to May 31^st annually.

SECTION THREE

3. Directors

3.01 Number of Directors and Quorum – The Association shall have a Board consisting of a minimum seven (7) and not more than twelve (12) directors, of which at least one third (1/3) of the directors of the Board being Public Representatives.  Directors must be voting members or Public Representatives.  A quorum of the Board shall be a majority of the Designated Number of the Board, for greater certainty the Chair shall be counted for the purpose of determining whether a quorum is met and business at a meeting of directors shall be decided by the majority of present directors. Notwithstanding a vacancy among the directors, a quorum of directors may exercise all the powers of the Board.

3.02 Residency - Directors must be residents of Manitoba.

3.03 Unanimous Resolution – A resolution of the Board signed by all of the directors entitled to vote on the resolution is as valid as if it had been passed at a meeting of the Board.

3.04 Election of Directors – The Chair-elect, Past Chair or other person appointed by the Board shall chair the Nominating Committee whom shall recommend up to six (6) additional members for the Nominating Committee. The Nominating Committee shall put out a call for Nominees for the Board and subsequently draft a slate of persons (“Nominees”) for the Board. All Nominees must be Voting CPHR Members in good standing. Once the slate of Nominees has been formed any Voting Member may add to the slate any other Voting Member who is a Member in Good Standing for the slate, provided that:

a. the person nominated had submitted their application for consideration within the time limit for applications but was not selected by the Nominating Committee;

b. the consent of the person nominated is provided in writing;

c.such nomination has been duly supported by the signatures of five (5) additional Voting Members; and

d. such nomination is received by the Nominating Committee by the advertised deadline date and fulfills the criteria required by the Nominating Committee.

3.05 Voting for Slate of Directors – At the annual general meeting, a vote shall be held for the Nominees on the slate passed by the majority of the present Voting Members. Where the number of Nominees presented to the annual general meeting exceeds the number of available vacancies on the Board for Voting Members, then each Voting Member shall have one vote each for only that number of Nominees needed to fill the available vacancies on the Board for Voting Members and, after voting has been completed, those Nominees with the greatest number of votes will fill those vacancies.

3.06 Term of Directors – Directors will generally be elected for a term of two (2) years coinciding with the date of the annual general meeting.  However, it is the intention that continuity exist on the Board and accordingly that only approximately one-half of the Board shall retire in each year. Accordingly, on the recommendation of the Nominating Committee and subject to the limitations within the by-laws, directors may be elected to longer or shorter terms in order to maintain this continuity.

3.07 Limit of Consecutive Terms – Furthermore, a director may serve on the Board for a maximum of six (6) consecutive years, coinciding with the date of the annual general meeting, with the exception of the Chair and Past Chair who may serve on the Board for a maximum of eight (8) consecutive years, coinciding with the date of the annual general meeting, provided that the director serves as Chair or Past Chair in the seventh year and Past Chair in the eighth year. Directors must be absent from the Board for a period of two (2) years before being eligible to serve on the Board again.

3.08 Vacancy of Directors – The Board may by majority vote fill any vacancy by appointment of any member of the Corporation who has the right and privilege to hold elected office to hold office until the expiry of his or her predecessor’s term.  The Board may also by majority vote fill the vacancy arising in the event that one or more of the position(s) of Public Representative shall become vacant, with a person having the needed skills or expertise, however such vacancy must be filled with a Public Representative if necessary for attaining quorum as described in paragraph Number of Directors, Residency and Quorum above.

3.09 Calling of Meetings - Meetings of the Board may be called by either the Chair or any two officers or directors of the Corporation. Such requirement of notice shall be waived if all members of the Board are in attendance at the meeting.

3.10 Location of Board Meeting – The meeting of the Board shall be held at such location as specified by the person(s) who called the meeting, however no location is required if such meeting of the Board is held fully electronically.

3.11 Voting at Meetings - In case of an equality of votes, the Chair at the meeting shall not have a second or casting vote.

3.12 Participation in Meeting by Electronic Means - A director may participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the meeting is held in accordance with the regulations, if any. For the purposes of the Act and the Corporations Act, a director who participates in a meeting in the manner provided above is deemed to be present at the meeting.

3.13 Conflict of Interest – All Directors must adhere to the CPHR conflict of interest policy as it may be amended from time to time by the Board. Failure to adhere to the conflict of interest policy may result in the Board requesting the removal of the Director from the Board or suspension of the Director from participating in Board meetings until the Director is replaced at the next meeting of the members.,

3.14 Remuneration and Expenses – The Board shall have the power to fix the remuneration to be paid to directors and officers for their services to the Corporation, which remuneration paid to a director may be in addition to the salary or remuneration they receive as an officer or employee of the Corporation. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

3.15 Deemed Vacated – A director will be deemed to have vacated their position where:

a. the director resigns by written notice given to the Chair in which case such resignation is effective at the time the written resignation is given to the Chair or at the time specified in the resignation, whichever is later;

b. the director becomes bankrupt or suspends payment of his or her debts or enters into an arrangement with his or her creditors;

c. the director is convicted of a criminal offense;

d. the director, excepting only a Public Representative, ceases to be a Voting Member;

e. the director violates the Association’s Standard of Conduct or the Association’s  Code of Ethics and Rules of Professional Conduct;

f.at a special meeting of members a resolution is passed by a majority of the Voting Members at the meeting that the director shall be removed from office;

g. the director dies;

h. the director is unable to fulfill their duties as a director due to disability;

i. The director is no longer resident in Manitoba; or

j. the director fails to attend a minimum of three (3) meetings of the Board in any fiscal year, unless the Chair in the Chair’s sole discretion has waived the minimum attendance for good reason.

SECTION FOUR

4. Officers

4.01 Election or Appointment – From time to time, the Board shall elect or appoint a Chair, Past Chair, Chair-elect, and treasurer, and may appoint such other officers with such duties as the Board may determine. An officer must be a director. Two or more offices may be held by the same person. Persons appointed as the Chair and Chair Elect must also be CPHR Members. The CEO and/or the Registrar may also be an officer.

4.02 Term and Description of Officers – The officers of the Corporation shall be as follows:

a. Chair – The Chair may also be titled President of the Association and shall, subject to the authority of the Board, have general oversight of the activities of the Corporation; in the absence of, disability or refusal to act of the Chair of the Board, Chair Elect. The Chair shall serve a term of two (2) years. In the next following year, the Chair would ordinarily be appointed to the office of Past-Chair.

b. Chair-elect – The Chair-elect, if any, shall have all the powers and authority, and shall perform all of the duties, of the Chair in the absence of, disability or refusal to act of the Chair. The Chair-elect shall serve a term of one (1) year or two (2) years, and accordingly must be appointed no later than the commencement of his or her fifth year as a director.  The period of time that person holds the position of Chair elect and or Chair may cause the Director to exceed the term limits for being a Director.  The Chair-elect would ordinarily be appointed to the office of Chair in the year following their appointment.

c. Past Chair – The Past Chair shall assist the Chair and the Chair-elect as requested from time to time and serve a term of one (1) year (or two (2) years). The Past Chair shall assume the duties of the chairperson in the absence of the Chair and the Chair-elect.

d. Registrar – The Board shall appoint the Registrar who shall have the following duties:

a) establish and maintain the registers pursuant to the by-laws, the Act and the Corporations Act;

b) upon entering a person’s name in the Register – Candidate Members or the Register – CPHR, the Registrar shall issue a certification of registration the person;

c) remove or cause the removal of the name of any person from a register who fails to meet or maintain the requirements for entry in the register or whose registration has been cancelled or surrendered or not renewed;

d) receive complaints made pursuant to section 17 of the Act and refer such complaints to the complaints committee and may refer any other matter that the Registrar considers appropriate to the complaints committee;

e) perform such other duties pursuant to the by-laws, the Act, and as the Board may from time to time prescribe;

e. Secretary – The Secretary shall attend and be the secretary of all meetings of the Board, members and committees of the Board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; they shall give or cause to be given, as and when instructed, all notices to members, directors, officers, auditors and members of committees of the Board; they shall be custodian of the stamp or mechanical device generally used for affixing the corporate seal of the  Corporation (if any) and of all books, papers, records, documents and instruments belonging to the Corporation except when some other officer or person has been appointed for that purpose. The CEO and/or Registrar may fulfill this duty at the direction of the Chair.

f. Chair of the Nominating Committee – The Chair-elect, Past Chair or other person appointed by the Board shall be responsible to chair the Nominating Committee

g.Treasurer –The Treasurer shall be responsible for acting as chairperson of the Audit Committee, and presenting the Audited Financial Statements for the previous year, at the annual general meeting of members. The Treasurer shall be responsible for all funds. Any person occupying the position of Treasurer shall, where possible, hold a current accounting designation and be designated in “good standing” by their professional association. Where the Treasurer does not have an accounting designation, the Board shall ensure that there is a person on the audit committee holding that designation, whether or not that person is a member of the CPHR.

h. Variation of Duties - From time to time, the Board may vary, add to, or limit the powers and duties of any officer.

i. Duties of officers may be delegated - In case of the absence or inability to act of any officer of the Corporation or for any other reason that the Board may deem sufficient, the Board may delegate all or any of the powers of such officer to any other officer or to any director for the period of time of such absence or inability to act.

j. Term of Office - The Board may remove at its pleasure any officer of the Corporation without prejudice to any officer’s rights under any employment contract. Otherwise each officer elected or appointed by the Board shall hold office until his successor is elected or appointed subject to the stated term of their office in the by-laws.

k. Agents and Attorneys - The Board shall have power from time to time to appoint agents or attorneys for the Corporation with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.

SECTION FIVE

5. Indemnities of Directors, Officers and Others

5.01 Indemnification of directors and officers - The Corporation shall indemnify and save harmless a director or officer of the Corporation, a former director or officer of the Corporation or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a creditor, and their heirs and legal representatives to the extent permitted by the Act and Corporations Act from and against

a. all costs, charges and expenses (including any amount paid to settle an action or satisfy a judgment) which any director or officer sustains or incurs in or about any action, suit or proceeding brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever (including any civil, criminal or administrative action or proceeding), made, done or permitted by him or her, in or about the execution of the duties of his or her office or in respect of such liability; and

b. all other costs, charges and expenses that he or she sustains, or incurs in or about or in relation to the affairs thereof;

if such director or officer acted honestly and in good faith with a view to the best interests of the Association and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

5.02 Insurance - The Corporation may, as permitted under the Act, purchase and maintain insurance for the benefit of any person referred to in paragraph 5.01.  

SECTION SIX

6. Meetings of Members

6.01 General Meetings – The Corporation may hold a general meeting of the members at the registered office of the Association or at any place in Manitoba as the Board may determine and on such day as the Board shall appoint; However, the Corporation must hold an annual general meeting at least once a year, within six (6) months of the close of the fiscal year, which shall in addition to any other business that may be transacted, deal with the following items:

a. presenting the report of the Board;

b. presenting the Audited Financial Statements of the Association for the previous year;

c. presenting the report of the auditors;

d. electing the directors for the ensuing year; and

e.appointing the auditors for the ensuing year.

6.02 Special Meetings of the Members - Subject to the provisions of the Act and the Corporations Act, special meetings of the members may be convened from time to time, at any place, by order of the Chair or the Board on their own motion, or on the requisition of members as provided for in by-laws pursuant to the Act and the Corporations Act.

6.03 Request for Special Meeting – The Corporation shall hold a special general meeting if the Chair receives a request signed by at least 10% of Voting Members, entitled to vote, for the purpose specified in the request.

6.04 Quorum of Members’ Meeting - A quorum of members shall be deemed to be present at a meeting of members irrespective of the number of members actually present at the meeting.

6.05 Voting at Members’ Meeting – At any meeting of members, every Voting Member shall be entitled to vote. Members participating electronically in a meeting are deemed to be present at the meeting. Non-Voting Members shall not be entitled to notice of meetings or to vote at meetings of members of the Association

6.06 Permitted Attendance – The general meetings of the Corporation shall be open to all members. Special meetings of the Corporation, seminars and other special events may be restricted by the Board to Voting Members only.

6.07 Required Notice – Notice shall be given to each director, to the auditor and to each member of any annual general meeting or any special meeting of the members at least fourteen calendar (14) days nor more than fifty (50) calendar days prior to the meetings. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the matter or matters to be decided.

6.08 No Invalidity - No error or omission in giving notice of any annual or special meeting or any adjourned meeting, whether annual or special, of the members of the Corporation shall invalidate the meeting or make void any proceeding taken at the meeting and any member may at any time waive notice of such meeting and may ratify, approve and confirm any or all proceedings taken or had at the meeting.

6.09 Motions – Motions, other than procedural motions, must be submitted to the Chair and/or CEO/Registrar a minimum of 14 days prior to any meeting of members, failing which they will not be considered at that meeting. For greater clarity, motions from the floor, other than procedural motions will not be considered.

SECTION SEVEN

7. Membership

7.01 Membership Fees – Membership fees payable by members are to be set by the Board annually or as otherwise determined by the Board.  Fees shall be payable on or before May 31 or as otherwise determined by the Board.  Members shall ensure that they keep all other financial obligations to the Association (including, without limitation, conference enrolment costs) current.

7.02 Standard of Conduct – All members shall abide by the Association’s Code of Ethics and Rules of Professional Conduct (“Code of Conduct”), as amended from time to time.

7.03 – All members who are Human Resource practitioners which includes CPHR, CPHR Candidates and CPHR exam registrants, shall abide by the Code of Ethics and Rules of Professional Conduct as amended from time to time.

7.04 Voting Member – The following persons shall be eligible to become Voting Members subject to the approval by the Registrar, all members must be in good standing:

a. CPHR – a human resources practitioner who has been granted the CPHR designation and who meets the requirements for recertification as applicable;

b. CPHR Candidate – a human resources practitioner who has applied for but have not yet been granted the CPHR designation;

c. Non-CPHR – a person actively engaged in the practice of human resources who has not been granted or has not maintained the CPHR designation including, without limitation, individuals holding human resource positions, consultants and educators, and individuals who have a professional interest in the operation of the Association;

d. Lifetime Member – a person who is no longer or will no longer be an active CPHR, has been an active member of the Association for a period of not less than 20 years, holds the CPHR designation, and have made significant contributions to the Association or to the profession generally as determined by the Board

e. Fellowship CPHR – a person who has been awarded the FCPHR designation for significant contribution to the Human Resource profession, as determined by the Board, and is either an active practitioner or a Retired Member;

f. Retired Member – a member who was previously qualified for membership pursuant to paragraphs (a), (b), (c), (d), or (e) above, but has declared that they are no longer active in the work force;

7.05 Non-Voting Members - The following persons shall be eligible to become Non-Voting Members subject to the approval by the Board, all Non-Voting Members must be in good standing:

a. Associate Members – a person with an interest in, but not actively engaged in, the practice of human resource management and who therefore are not eligible to become Voting Members;

b.Student Member – a person who is studying at a recognized academic institution on a full-time basis, as defined by the recognized academic institution, in a field related to human resource management; and

c. Honorary Member – a person who has rendered outstanding service to the Association, has enhanced the Human Resource profession through their efforts, has made a creditable contribution of new knowledge or skill to the Human Resource profession as determined by the Board.

7.06 Membership Application – All persons who satisfy the requirements described above for Voting Membership or Non-Voting Membership, as the case may be, may apply for membership in a form as determined by the Association and if approved by a majority decision of the Board shall be made Voting Members or Non-Voting Members, as the case may be, of the Association.

7.07 Termination of Members – Each member shall be a member of the Association until his or her membership is terminated as described below.  Membership shall terminate:

a. Upon the advice of the Registrar that information provided on application for registration was false, misleading or inaccurate;

b. upon surrendering membership or upon resignation by way of written notice to be given to the Board;

c. upon death of the member or in the case of a corporate member upon the wind-up or dissolution of the corporate member;

d. upon a finding by the Inquiry Panel ordering the cancellation of the member’s registration,

7.08 Exclusivity – The membership of a member in the Association and all rights and interests incidental thereto shall not be transferable, either directly or indirectly.

SECTION EIGHT

8. Committees and Complaints Process

8.01 Creation of Committees – The Board may, from time to time, constitute such committees, including but not limited to, a Nominating Committee, Audit Committee, Registration Committee, Complaints Committee, and the Inquiry Committee as it deems appropriate to assist in carrying on the affairs of the Association.

8.02 Audit Committee – The Audit Committee shall be chaired by the Treasurer. In the absence of the Treasurer, the Chair shall act in the place of the Treasurer. The Audit Committee shall consist of a chair and two additional members recommended by the Nominating Committee and appointed by the Board.

a. Audit Committee Responsibilities – The Audit Committee shall be responsible for reviewing the financial statements of the Association along with the auditors and other matters as determined by the Board from time to time.

8.03 Nominating Committee – The Nominating Committee shall carry out its duties as previously described in the by-laws and such other duties as assigned by the Board from time to time. For clarity, the Nominating Committee shall be generally responsible for preparing a slate of nominees for directors of the Board.

8.04 Registration Committee – The Board shall appoint a Registration Committee consisting of the Registrar and a minimum of three additional members and any other persons that the Board may from time to time appoint. The Registration Committee shall provide advice and direction to the Registrar on any issues which may arise relating to registration as set out in the Act and Section 9 and review and provide reasons for any Application which is refused for Registration or for which Registration is approved subject to conditions

8.05 Complaints Committee – The Complaints Committee shall be appointed by the Board and shall consist of a CPHR appointed as the chair, one or more members, and one or more Public Representatives. At least one third (1/3) of the persons appointed to the Complaints Committee must be Public Representatives.

a. Complaints will be dealt with following the process set out in the Act. The CEO and/or the Registrar together with the Complaints committee may develop policies procedures that are not inconsistent with the provisions of the Act to administer and dispose of complaints

b. The Complaints Committee may, where in the sole discretion consider it advisable hire consultants, experts or legal advisors to assist them in administering and investigating complaints.

8.06Inquiry Committee –The Inquiry Committee shall be appointed by the Board and shall consist of a CPHR appointed as the chair, one or more members, and one or more Public Representatives. At least one third (1/3) of the persons appointed to the Complaints Committee must be Public Representatives

a.Inquiries will be dealt with following the process set out in the Act.

b. The Board and CEO and/or the Registrar may develop policies and procedures that are not inconsistent with the provisions of the Act to administer the Inquiry process.

SECTION NINE

9. Registration

9.01 Registration – An Applicant for Registration must provide the following information to the CPHR, in order to be considered for Registration to

a) successful completion of a post-secondary educational program as prescribed by the Board;

b) successful completion of the knowledge exam as prescribed by the Board;

c) successful completion of the professional program as prescribed by the Board;

d) documentation, satisfactory to the Registrar, of successful completion of experience in human resources at the advisory level as prescribed by the Board;

e) continued compliance with the continuing professional development requirements as may be required and amended from time to time by the Board

f)has paid all applicable Membership dues;

g) completion of the Good Character Attestation and provision of any supporting documentation as may be requested by the Registrar in relation to the Good Character Attestation;

h) confirmation the Applicant will abide by the CPHR Code of Ethics and Rules of Professional Conduct;

9.02 Changes of Category or Class - If all the requirements for registration as set out in Section 9.01 are met, the Registrar shall register the person as a registered human resource Professional with or without conditions in the Category or Class of Membership for which the member has applied and

a. provided the Member continues to meet the criteria for Membership in that category or class to remain in that category or class of Membership, the member will be entitled to annually renew membership in that category or class.;.

b.where a Member who had previously met the criteria for membership no longer meets the criteria for membership in that category or class, the Registrar will consider whether the Member meets the criteria for another category or class and if that criteria is met, change the class of membership.

9.03 Renewals - Membership will not be renewed unless Members completes on an annual basis a renewal of membership form which will include, confirmation of having met the continuing education requirements, an updated Good Character Attestation and payment of all applicable dues.

a. Where the Good Character Attestation reveals changes from the previously provided Good Character Attestation, which the Registrar believes may require the imposition of conditions or a denial of membership the Registrar will refer the renewal to the Registration committee for consideration.

b. Following the Registration Committee review of the referral of a renewal as provided for in 9.03 (a) it may direct the Registrar to issue the renewal of Registration with or without conditions or deny the Registration and will provide reasons for their decision.

c. Where the Registrar issues a renewal with conditions the Registrar will advise the Member of the right of appeal following the provisions in Section 10.

d. The Registrar may require Members who have not renewed for a period of three years or more to complete the full Application process.

SECTION TEN

 10. Miscellaneous

10.01Electronic Signature - These by-laws may be executed in original or by signature sent and received by Adobe Sign, facsimile transmission and/or e-mail transmission and the reproduction of such signature sent and received by way of facsimile transmission and/or e-mail transmission will be deemed as though such reproduction was an executed original thereof.

10.02 Delivery of Notice – Any notice to be given pursuant to these by-laws or the Corporations Act shall be deemed delivered if:

a. delivered personally to the person to whom it is to be given; or

b. sent by registered mail or by a service that provides the sender with proof of delivery to the intended recipient at the person’s last address appearing in the records of the Association.

c. By any other method if sent to the recipient at a location and by a method which the member has either indicated as the preference for receipt of communication or has consistently used to communicate with the CPHR.

10.03 Cure Default of Notice – Any member, director, officer, auditor or member of a committee of the Board may waive any notice required to be given under the provisions of the Corporations Act, the articles, the by-laws or otherwise, and such waiver, whether given before or after the meeting or other event of which notice is required to be given shall cure any default in giving such notice.

10.04 Invalid Address - If any notice given to a member is returned on three consecutive occasions because the member cannot be found, the Association shall not be required to give any further notices to such member until the member informs the Association in writing of the member’s address.

10.05 Amendments – The by-laws may be amended if such amendment is affirmed by a vote of 50 % plus one of the Voting Members present at such membership meeting. If, after a vote there is a tie, the Chair may cast a deciding vote.

10.06 Date of Force – Whereas the Act has received assent, however is not in force at the time of the making and confirmation of these by-laws. These by-laws shall be enacted on the same date as the Act is proclaimed and comes into force. During such interim period where these by-laws are made and confirmed and not in force the prior by-laws of the Association shall remain in force.