Chartered Professionals in Human Resources of Manitoba Inc.
Article I. NAME
The official name of the organization shall be the "Chartered Professionals in Human Resources of Manitoba Inc.”
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.
1. In these by-laws:
(a) “Act” means The Corporations Act, SM 1976, c40, CCSM c C225 as amended from time to time, or any statute substituted for it.
(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 27th day of August, 1970, as amended by articles of amendment dated March 15, 1984 and as from time to time further amended, supplemented or restated and as the term articles is more particularly defined in the Act.
(c) “Association” means Chartered Professionals in Human Resources of Manitoba Inc.
“Board” means the board of directors of the Association;
(d) “by-laws” means this by-law and all other by-laws of the Association from time to time in force and effect;
(e) “CPHR” means Chartered Professional in Human Resources;
(f) “Chapter” refers to a group of members, established and structured as such according to the bylaws and generally constituted to meet the needs of Human Resource professionals within a specific geographic location;
(g) “Member in Good Standing” means a member, who at the particular time:
(i) has paid all required membership fees in accordance with paragraph 3 below;
(ii) is abiding by the Association’s Standard of Conduct;
(iii) if it applies to them, is abiding by the Code of Ethics and Rules of Professional Conduct
(iv) is current with all of the member’s financial obligations to the Association (including, without limitation, conference enrollment costs).
(i) “Public Representative” means a person elected to the position of director who is not a Voting Member of the Association;
2. The Registered Office of the Association shall be in the City of Winnipeg, in the Province of Manitoba until changed in accordance with the Act.
Conditions of Membership
3. 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 enrollment costs) current.
4. By virtue of membership in the Association, all members agree to abide by the Association’s Standard of Conduct.
5. All members who are Human Resource practitioners, including CPHR, CPHR Candidates or CPHR exam registrants, commit to abide by the Code of Ethics and Rules of Professional Conduct
Classes of Members
6. There shall be two classes of membership: Voting Members and Non-Voting Members. Each Voting Member shall be entitled to one vote per member at all meetings of members of the Association. Non-Voting Members shall not be entitled to notice of meetings or to vote at meetings of members of the Association.
7. The following persons shall be eligible to become Voting Members:
(a) human resources practitioners who have been granted the CPHR designation and who continue to meet the requirements for recertification;
(b) human resources practitioners who have applied for but have not yet been granted the CPHR designation (CPHR Candidate);
(c) persons actively engaged in the practice of human resources who have not been granted or have 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 (Non CPHR);
(d) persons who are currently a Member in Good Standing; are no longer or will no longer be an active Human Resource practitioner; have been an active member of the Association for a period of not less than 20 years; hold the CPHR designation; and have made significant contributions to the Association or to the Human Resource profession generally as determined by the Board (Lifetime Membership);
(e) persons who have been awarded the FCPHR designation for significant contribution to the Human Resource profession, as determined by the Board, and are either active practitioners or Retired Members (Fellowship CPHR); and
(f) Members who previously qualified for membership pursuant to paragraphs (a), (b), (c), (d), (e) or (f) above, but who have declared that they are no longer active in the work force (Retired).
8. The following person shall be eligible to become Non-Voting Members:
(a) persons 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 (Associate Members);
(b) persons who are 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 (Student Member); and
(c) persons who have rendered outstanding service to the Association; or have enhanced the Human Resource profession through their efforts; or have made a creditable contribution of new knowledge or skill to the Human Resource profession as determined by the Board (Honorary Member).
9. All persons who satisfy the requirements described above for Voting Membership or Non-Voting Membership, as the case may be, who support the Association’s activities, apply for membership and are 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.
Termination of Membership
10. Each member shall be a member of the Association until his or her membership is terminated as described below. Membership shall terminate:
(a) upon resignation by way of written notice to be given to the Board;
(b) upon death of the member or in the case of a corporate member upon the wind-up or dissolution of the corporate member; or
(c) upon expulsion by the Board for any reason including, without limitation, for failing to satisfy the requirements of a Member in Good Standing as determined by the Board or by the Professional Conduct Committee.
11. The membership of a member in the Association and all rights and interests incidental thereto shall not be transferable, either directly or indirectly.
12. The annual general meeting of the members shall be held 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. Notwithstanding this, the annual general meeting shall be held within six (6) months of the close of the fiscal year. At every annual general meeting, in addition to any other business that may be transacted, the report of the Board, the Audited Financial Statements of the Association for the previous year and the report of the auditors thereon shall be presented, and directors shall be elected and auditors appointed for the ensuing year.
13. Subject to the provisions of the Act, special meetings of the members may be convened at any time and at any place by order of the Chair or by the Board on their own motion, or on the requisition of members as provided for in the Act.
14. 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.
15. At any meeting of members, every Voting Member shall be entitled to vote.
16. At every meeting of members, every question shall, unless otherwise required by the articles or the by-laws, be determined by the majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a ballot the chair of the meeting shall not be entitled to a second or casting vote.
17. Annual and any other general meetings of the Association shall be open to all members. Special meetings of the Association, seminars and other special events may be restricted by the Board to Voting Members only.
18. Written 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 not less than twenty-one calendar (21) 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.
19. Any written notice to be given pursuant to these by-laws or the Act to a member shall be sufficiently given if:
(a) delivered personally to the person to whom it is to be given;
(b) sent by prepaid mail to that person at that person’s address shown on the records of the Association; or
(c) sent via email to the last email in the member profile as shown on the records of the Association.
20. 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 Association 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.
Election of Directors
21. The Board shall be comprised of not less than three (3) and not more than twelve (12) directors, as determined by the members from time to time, including one or more Public Representatives.
22. The Chair-Elect, Past Chair or other person appointed by the Board shall chair the Nominating Committee and shall recommend to the Board for approval three (3) additional members for the Committee. In absence of a Past Chair, the Board will appoint a Chair of the Nominating Committee from the Board or membership. The Nominating Committee shall put out a call for Nominees for the Board and subsequently draft a slate of Nominees for the Board consisting of Voting Members in good standing to present to the annual general meeting, and in alternate years or when required, the name of one or more Nominees for the position(s) of Public Representative.
23. Once the slate has been provided to the members for consideration, 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.
24. A majority vote of the Voting Members present at the annual general meeting is required to elect the slate of directors. 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.
25. 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 Nominations Committee and subject to the limitations set out in paragraph 26 below, directors may be elected to longer or shorter terms in order to maintain this continuity.
26. 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.
27. The Board may by majority vote fill any vacancy by appointment of any member of the Association 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 to 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.
Board of Directors
28. The direction and affairs of the Association shall be vested in the Board. Directors must be Voting Members in good standing, with the exception of the Public Representative(s) to the Board.
29. A director will be deemed to have vacated his or her position on the Board 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 Member in Good Standing of the Association;
(e) the director violates 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 be removed from office;
(g) the director dies;
(h) the director is unable to fulfill his or her duties as a director due to disability; or
(i) the director fails to attend a minimum of six (6) 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.
Powers of Directors
30. 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.
31. 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.
32. Meetings of the Board shall be held as required at the call of the Chair or designate, who shall preside as chairperson at all such meetings.
33. A director may participate in a meeting of the Board by means of video or telephone conference. A director participating in a meeting in accordance with this paragraph will be deemed to be present at the meeting, will be counted in the quorum for the meeting, and be entitled to speak and vote at the meeting. Voting may also be by email in addition to in person.
34. Each director is authorized to exercise one vote, except that the Chair shall not vote except in the instance of a tie. Questions arising in any meeting of directors shall be decided by a majority of votes. Any officer of the Association who is also a director, excepting the Chair as aforesaid, at all directors meetings may move, second or vote upon any resolution, by-law or any other matter or thing and may act in any matter whatsoever as if he or she were a director only and not an officer of the Association. Any written notice to be given pursuant to these by-laws or the Act to a director shall be sufficiently given if:
(a) delivered personally to the person to whom it is to be given;
(b) sent by prepaid mail to that person at that person’s address shown on the records of the Association;
(c) sent via email to the last email in the member profile as shown on the records of the Association.
35. A quorum for a meeting of the Board shall be a majority of the directors then in office. For greater certainty, the Chair shall be counted for the purpose of determining whether quorum is met. Any meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the Association.
36. A resolution of the Board that is 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.
37. The officers of the Association shall be appointed by the Board at the first meeting of the Board following the annual general meeting, by majority vote amongst the Board. Persons appointed as officers of the Association must be duly elected directors of the Association, and persons appointed as the Chair and Chair Elect must also be Voting Members of the Association. It is anticipated, but not required, that the office of Treasurer will generally be filled by a Public Representative.
38. The officers of the Association shall be as follows:
(a) Chair - to 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) Past Chair – to serve a term of one (1) year;
(c) Chair-elect – to serve a term of two (1) year, and accordingly must be appointed no later than the commencement of his or her fifth year as a director. In the next following year, the Chair-elect would ordinarily be appointed to the office of Chair; and
(d) Treasurer – to serve a term of two (2) years.
39. In addition to the foregoing officers, the Board may appoint such other officers, and specify the duties of those officers, as the Board may determine from time to time.
40. The Chair shall have general oversight of the activities of the Association, shall attend and be chairperson of all meetings of the Board, and shall be an ex officio member of all committees of the Board.
41. The Past Chair shall assist the Chair and the Chair-elect as requested from time to time.
42. In the absence of the Chair, the Chair-Elect or if unable, the Past Chair shall assume the duties of the chairperson.
43. The Chair-Elect, Past Chair or other person appointed by the Board shall be responsible to chair the Nominating Committee.
44. 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 hold a current accounting designation and be designated in “good standing”.
45. Subject to paragraph 47 below, any contract, document or other instrument in writing requiring execution by the Association shall be executed by any one of the Chair, Past Chair, Chair-Elect or Treasurer of the Association, and all contracts, documents or other instruments in writing so executed shall be binding upon the Association without any further authorization or formality. The Board is authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Association to execute, either manually or by facsimile signature, and deliver either contracts, documents or other instruments in writing generally or specific contracts, documents or other instruments in writing.
46. The banking business of the Association shall be transacted with such chartered banks, trust companies, credit unions, Caisses populaires 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.
47. Notwithstanding paragraph 45 above, all Association cheques and all other evidence of the Association’s financial obligations must be signed by the Treasurer and countersigned by one of the Chair, Past Chair or Chair-Elect. In the absence of the Treasurer, the Chair shall act in the place of the Treasurer and one of the Past Chair or Chair-Elect will countersign.
48. In the case of the absence or inability to act of any officer of the Association 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 or staff for the period of time of such absence or inability to act.
49. The Board may remove at its pleasure any officer of the Association without prejudice to any officer’s rights under any employment contract. Otherwise, each officer appointed by the Board shall hold office until the expiry of his or her term or until his or her successor is appointed.
50. The Board may, from time to time, constitute such committees, including a Nominating Committee and an Audit Committee as it deems necessary to assist the directors in carrying on the affairs of the Association.
51. The Nominating Committee shall consist of the Chair-Elect, Past Chair or person appointed by the Board, who shall act as chairperson of the Nominating Committee, and three other members chosen by the Chair-Elect. The Nominating Committee shall be responsible for preparing a slate of nominee directors for submission to the annual general meeting in accordance with the Nominating Committee Policy.
52. The Audit Committee shall be chaired by the Treasurer and shall consist of the Treasurer, and two additional members as recommended by the Nomination Committee and appointed by the Board. The Audit Committee shall be responsible for reviewing the Financial Statements with the Auditors and other matters in accordance with the Audit Committee Policy.
Indemnities to Directors and Officers
53. The Association shall indemnify and save harmless the directors and officers of the Association, their heirs, executors, administrators and estates respectively from time to time and at all times 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.
Establishment of Chapters
54. Upon written application of not less than 20 Voting Members who request the establishment of a Chapter, the Board may approve establishment of a new Chapter provided the application fulfills such criteria as the Board may determine.
55. All Chapters shall have a name unique to that Chapter and such name shall include the words “Chartered Professionals in Human Resources of Manitoba Inc.” Chapter names must be approved by the Board.
56. The Chapter’s geographic area will be defined by the Board, normally encompassing members residing within a 50 km radius of the community or region.
57. A Chapter shall adopt operating terms that are prescribed by the Association and provide certified copies thereof, forthwith after adoption, to the Association.
58. Any money and bank accounts of the Chapter will be held by the Association. Any monies will be collected or paid by the Association on behalf of the Chapter, unless otherwise authorized by the Association.
59. Chapters must adhere to any financial policies mandated by the Association.
Chapter Council or Contact
60. There shall be a Chapter Advisory Council or Contact which will be responsible for the affairs of the Chapter, and act as liaison between the Chapter and the Association.
61. Any Chapter with 50 Chapter members or more shall have a Council consisting of not less than 3 and not more than 5 Chapter Executives. One such Executive must be the Chapter President.
62. Chapters with 49 Chapter members or fewer may have a designated Chapter Contact or Chapter Council.
63. The Association may dissolve a Chapter and terminate its activities by majority vote of the Board upon finding that the activities of the Chapter are inconsistent with or contrary to the Association’s objectives, bylaws, policies, or the best interests of the Association. The Association may otherwise intervene to protect the interests of the Association, its members or both.
64. The Chapter may dissolve or amalgamate with another chapter by:
(a) giving 30 days’ notice to the Chapter members and the Board of a meeting of the Chapter members called for the express purpose of terminating the activities of the Chapter;
(b) two-thirds (2/3) of Chapter 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 Board.
65. Any notice delivered pursuant to these by-laws shall be deemed to have been given when it is delivered personally; any notice so mailed shall be deemed to have been given two business days after deposit in any post office or public letter box; any notice sent by email shall be deemed to have been given when transmitted. The Secretary may change or cause to be changed the address of any member, director, officer or auditor recorded in their member profile or otherwise recorded in accordance with any information believed by the Secretary to be reliable. The signature or signatures to any notice to be given by the Association may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
66. In computing a date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
67. 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 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.
68. If any notice given to a member pursuant to the by-laws 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 new address.
69. The Fiscal Year shall be from June 1st to May 31st.
70. The By-laws may be amended by the affirmative vote of two-thirds (2/3) of the Voting Members present at the meeting called to carry the amendment.
71. In these by-laws and in all other by-laws of the Association hereinafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa.
Note: By-Laws Amended on September 26, 2019.