Human Resources Professionals of York Region By-Laws
By-Laws as Ratified
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effective March 15 2007
As approved by the Board – 2007 VERSION “H” 07-02-28
(Based on By-Laws as Ratified May 26, 2004)
1 CONSTITUTION
HRPYR is hereby Constituted and shall be in all respects a local entity of the Human Resources Professionals Association of Ontario (hereinafter called “HRPAO”), and shall be bound by the Objects of the HRPAO, and shall be subject to all of the HRPAO’s Codes, Rules, Regulations, and By-laws, and furthermore, the HRPAO may terminate, curtail, or dissolve the aforesaid Chapter for just and sufficient cause at any time after its creation.
2 NAME
The name of the organization shall be the Human Resources Professionals of York Region, a Chapter of the HRPAO (hereinafter called “HRPYR”). “Board” shall mean the Board of HRPYR.
3 OBJECTS
The objects of HRPYR shall be as contained within the Mission and Vision of HRPYR as may be approved by the Board from time to time.
4 MEMBERSHIP
4.1 Categories - Membership in HRPYR shall be confined to persons in the membership categories defined in the HRPAO’s By-laws, who are in good standing with HRPYR and who have their residence or a place of business within York Region, or otherwise have an interest in York Region.
4.1.1 Determination of an applicant’s Category of Membership is at the sole discretion of the HRPAO in accordance with the HRPAO’s By-laws and Regulations.
4.2 Application - All applications for membership shall be submitted either to the HRPYR Membership Director, or directly to the HRPAO’s office, on the form provided by the HRPAO. The HRPYR Membership Director shall promptly forward all applications received to the HRPAO and, likewise, the HRPAO shall promptly notify HRPYR of all applications processed for Members choosing or required to belong to HRPYR.
4.2.1 Membership categories (2007) include:
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Practitioner: A Practitioner Member is a human resources practitioner who is working towards or has attained the association’s academic requirements for the CHRP designation. The academic requirements must be achieved within the time period prescribed by the HRPAO Board of Directors.
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Student
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Full-Time Student*: A Full-Time Student Member is taking a minimum of three concurrent HRPAO approved courses in human resources management in a post-secondary diploma or degree program, and is not employed on a full or part-time basis in human resources.
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Part-Time Student*: A Part-Time Student Member is taking one or more HRPAO-approved courses* while employed on a full or part-time basis in an area other than human resources.
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General: A General Member is interested in the practice of human resources: lawyer, specialist, consultant, retiree, academic, line manager, or others who do not qualify for other categories.
4.3 Duties - All Chapter members must comply with and abide by the By-laws of HRPYR.
4.4 Membership Year - The HRPYR membership year shall be as determined by the HRPAO from time to time.
4.5 Dues
4.5.1 Annual HRPYR membership dues applicable to each member shall be determined from time to time by HRPYR Board of Directors.
4.5.2 The annual membership dues shall be payable in advance for the ensuing fiscal year, or as arranged by HRPAO.
4.5.3 Members joining after the start of a membership year will pay their HRPYR dues in the same proportion as their HRPAO dues.
4.6 Privileges
4.6.1 Chapter members in good standing are eligible to hold a HRPYR Director position and may vote on any or all Chapter matters, except that Student Members may not serve as Officers.
4.6.2 Members may invite guests or prospective members to any regular meeting or activity. A nominal fee may apply.
4.6.3 The interest of a Member in the HRPYR is not transferable and ceases to exist upon a Member’s resignation or when a Member ceases to qualify for membership.
5 HRPYR BOARD OF DIRECTORS
5.1 There shall be a HRPYR Board of Directors who will be responsible for the affairs of the HRPYR, be vested with full power to conduct all business of the HRPYR, and to ensure liaison with the HRPAO and with other Associations, businesses or persons.
5.2 Board Size – The HRPYR Board of Directors shall consist of a minimum of five (5) duly elected or appointed members including at least three (3) Officers.
5.3 Roles – Members of the Board may be appointed specific responsibilities and titles as may be required by the HRPYR or the HRPAO.
5.3.1 Directors may be re-elected to serve in the same capacity for no more than three (3) consecutive elected terms except at the discretion of a majority of the membership at an Extraordinary or Annual General Meeting.
5.3.2 One individual may hold more than one Director roles, except for the defined officers – President, Treasurer and Secretary.
5.4 Term - The HRPYR Board of Directors shall take office on a date determined as part of the election process, or on date of appointment. The normal term of office shall be two (2) years.
5.4.1 For purposes of effective Board management:
5.4.1.1 Prior to the election or appointment of any one Director, the Board may define the term of a Director position to be one year, and/or
5.4.1.2 To meet the concept of balanced terms the Board may extend the term of any Director by one year.
5.4.2 Persons appointed to complete the term of a vacant position shall stand for election at the next regular Chapter election.
5.5 Election/Appointment of Directors
5.5.1 Nominations - Any HRPYR member in good standing may nominate any other HRPYR member in good standing to stand for election to the HRPYR Board of Directors.
5.5.1.1 Nominations shall be submitted to the Nominating Committee prior to the Election Date according to the procedures established by the Board from time to time.
5.5.1.2 Nominee(s) for election and/or appointment to HRPYR Board of Directors must meet the criteria that may be established by the Board from time to time.
5.5.2 Nominating Committee – Annually, or as required, the Board shall create a Nominating Committee to conduct and oversee the nomination process.
5.5.2.1 The Committee shall normally be chaired by the Past President, or if none, the President.
5.5.2.2 The Committee shall include at least two other members, at least one of whom should be a non-Board member.
5.5.2.3 The Committee shall report to the Board as required to fulfil its duties.
5.5.2.4 The Committee shall apply the criteria established by the Board for Directors in screening and qualifying the slate of nominees from the entire group of nominated individuals.
5.5.2.5 The Slate of Nominees shall be approved by the Board prior to it being communicated to the membership.
5.5.3 Election – The election of nominees to the Board shall take place annually on a date(s) to be determined by the Board.
5.5.3.1 Membership voting shall be in person, by proxy or by such other means, as may be arranged by the Board.
5.5.3.2 Nominees elected to the Board shall be however many of those nominated required to fill announced Board vacancies who receive the greatest number of votes cast by members eligible to vote in the election. A tie for the last eligible vacancy shall be broken by re-vote between the tied nominees.
5.5.3.3 If the number of qualified nominees is equal to the number of open positions on the Board, then the nominees will be deemed ‘acclaimed’ and no individual votes will be cast. Eligible Members will vote instead to approve a “full Board”.
5.5.4 Appointment - Vacancies on the board of directors created by reason of death, retirement, resignation or otherwise, may be filled for the remainder of the term of office by appointment by:
5.5.4.1 A majority vote of the Board, if the number of remaining members of the Board is greater than three (3), and
5.5.4.2 If the Board has fewer than three (3) Directors, by the Members entitled to vote at a general or special meeting of Members called for that purpose.
6 OFFICERS
6.1 At the first Board meeting subsequent to the election of Directors, and as required, the Board shall elect from their number at least three Officers:
6.1.1 President
6.1.1.1 Shall provide leadership to the Board and Chapter, coordinate all activities of the HRPYR, and be its principal liaison with the HRPAO.
6.1.1.2 The President shall preside at all general membership meetings and all meetings of the HRPYR Board of Directors, and conduct these in good order, in accordance with the By-laws of HRPYR.
6.1.1.3 The President shall be a member ex-officio of all Committees of HRPYR.
6.1.2 Secretary(Director of Chapter Management)
6.1.2.1 Shall be responsible for the official correspondence and minutes of the Annual General Meeting and meetings of the Board.
6.1.2.2 Shall ensure that minutes of Committee meetings are included in the records of HRPYR.
6.1.2.3 Maintain the current Bylaws.
6.1.2.4 Shall perform other duties as assigned.
6.1.3 Treasurer (Director of Finance)
6.1.3.1 Shall ensure that Chapter revenues are properly collected, and account for such funds together with any and all Chapter expenditures.
6.1.3.2 Shall report to the Board as required, and to the Membership at the Annual General Meeting.
6.1.3.3 Shall annually recommend an Auditor for appointment by the Membership.
6.1.3.4 Shall perform other duties as assigned.
6.1.4 Vice President – The Board shall elect one of their own number to hold the title of Vice President.
6.1.4.1 This role shall normally be in addition to the individual holding a Director portfolio.
6.1.4.2 The Vice President shall act as President in the event that the President is unable to do so by reason of absence or infirmity.
6.1.4.3 The role of Vice President does not guarantee any automatic succession to that of President.
6.1.5 Past President -The position of Past President will be filled by the most recent Past Presidentwho is willing and able to serve.
6.1.5.1 The Past Presidentshall provide assistance and guidance to members of the Chapter Board of Directors in the performance of their duties and responsibilities.
6.1.5.2 The Past President may be assigned a Director role.
6.1.6 Other Officers –The Board shall approve additional Officer roles as required. Any new role must be reported to the Membership at the next Extraordinary or Annual General Meeting.
6.2 Vacancy - If an Officer role is required by the Board or HRPAO but the office is vacant, these Offices shall be deemed to be held by the President.
6.3 Executive Committee – Shall consist of the President, Treasurer, and Vice President and may make necessary decisions concerning the business of HRPYR between Board meetings.
7 REMOVAL
7.1 Any Director may be removed from office at any time by a 2/3 vote of the board of directors for failure to meet their obligations as a Director.
7.2 A member of the Board who does not attend three consecutive Board meetings without reasonable cause (as determined by majority vote of the Board) shall be deemed to have resigned their office.
7.3 The Members may, by resolution passed by at least two-thirds (2/3) of the votes cast at an Extraordinary meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of her/his term of office.
8 MEETINGS
8.1 Board - Regular meetings of HRPYR Board of Directors shall be held no less than four times annually.
8.1.1 Extraordinary Meetings of HRPYR Board of Directors may be called by the President or a majority of the members of HRPYR Board of Directors.
8.2 Membership
8.2.1 Regular Meetings shall be called to fulfil the objects of the HRPYR.
8.2.2 Extraordinary Meetings of the general membership may be called by:
8.2.2.1 The President
8.2.2.2 By any 40 Chapter members (or 4% of the HRPYR membership whichever is less) in good standing by means of a request in writing, to address the issue(s) detailed in their request.
8.2.2.2.1 Such a request must be received by the President twenty-eight (28) days in advance of the date proposed for the meeting.
8.2.2.2.2 On receipt of such a request, the President shall call the meeting.
8.2.2.2.3 The total cost of the meeting may be charged to the members requesting the meeting be held.
8.2.3 The Annual General Meeting of HRPYR shall be held each year within six months of the fiscal year end to conduct the following business:
8.2.3.1 Receipt of the report of HRPYR President.
8.2.3.2 Ratification of the actions of HRPYR Board of Directors and Committees;
8.2.3.3 Election and installation of HRPYR Board of Directors and ratification of the selection of Officers;
8.2.3.4 Receipt of the most recent financial statements, including
8.2.3.4.1 The accountant’s report and audited financial review,
8.2.3.4.2 Appointment of an auditor for the ensuing fiscal year.
8.2.3.5 Such other business as may properly come before the meeting.
9 MEETINGS
9.1 Notice of Meeting - A date, time and venue shall be established and circulated for Regular Meetings of HRPYR members. Except where there is a change of date, venue, or where there is special business to transact, no further notice is required for Regular Meetings.
9.1.1 Notice of any Extraordinary Meeting of HRPYR shall be sent to the physical or electronic address of record of each Chapter member in good standing a minimum of ten (10) days in advance of the meeting date, by electronic mail, post, courier, or by facsimile transmission. Such notice shall detail the business to be transacted at the meeting.
9.1.2 Notice of the Annual General Meeting, together with pertinent documentation, shall be sent to the address of record of each Chapter member in good standing twenty-one (21) days in advance of the meeting date, by electronic mail, post, courier, or by facsimile transmission.
9.2 Rules of Order - Member, Board and Committee Meetings of HRPYR shall be conducted in accordance with Roberts Rules of Order unless otherwise provided for in these By-laws.
9.3 Quorum
9.3.1 Board - A majority of the members of the members of the Board who attend a meeting constitutes a quorum at that meeting of the Board.
9.3.1.1 Board Members shall attend meetings in person where possible. Attendance by conference call or other technology will count for purposes of establishing quorum but attendance in person shall be encouraged.
9.3.2 Membership – 40 Members (or 4% whichever is less) in good standing of HRPYR constitute a quorum for an Extraordinary or Annual General Meeting of HRPYR.
9.3.2.1 Members shall participate in Chapter business meetings in person unless attendance and participation by phone or other technology is approved/arranged by the Board.
9.3.2.2 Proxy voting shall be allowed for any particular vote if approved by the Board.
9.3.2.3 Members attending a Member meeting by phone or other technological means, and those Members represented though proxy shall be considered “in attendance” for purposes of quorum when any vote is held.
9.3.3 Where a quorum has not been reached within one half-hour of the time called for a Meeting to commence, the meeting shall be adjourned to the same time and place within the next four (4) weeks later, when whatever number of eligible Members or Directors then present and voting shall take and conduct the business for which the meeting was called.
9.3.4 Loss of quorum shall suspend the meeting in question and the President shall be required to schedule a subsequent meeting within six weeks.
10 FISCAL YEAR
10.1 The Fiscal Year of HRPYR shall be from June 1 to May 31.
11 EXECUTION OF DOCUMENTS AND INSTRUMENTS
11.1 Documents and instruments may be signed on behalf of HRPYR by any two of the Officers. In addition, the Board may at any time and from time to time direct the manner in which and the person or persons by whom any particular document is to be signed on behalf of the HRPYR.
12 PROTECTION OF DIRECTORS AND OFFICERS
12.1 Except as otherwise provided in the Act, no director or officer for the time being of HRPYR shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to HRPYR through the insufficiency or deficiency of title to any property acquired by HRPYR or for or on behalf of HRPYR or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to HRPYR shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person including any person with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to HRPYR or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own willful neglect or default.
12.2 The directors for the time being of HRPYR shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of HRPYR, except such as shall have been submitted to and authorized or approved by the board of directors. If any director or officer of HRPYR shall be employed by or shall perform services for HRPYR otherwise than as a director or officer or shall have an interest in a person who is employed by or performs services for HRPYR, the fact of his/her being a director or officer of HRPYR shall not disentitle such director or officer or such person, as the case may be, from receiving proper remuneration for such services.
12.3 Indemnity. Every director and officer of HRPYR and his/her heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the HRPYR or from and against:
12.3.1 All costs, charges and expenses whatsoever that such director or officer sustains or incurs or about any action; suit or proceeding that is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office; and
12.3.2 All other costs, charges and expenses that he sustains or incurs inor about or in relation to the affairs of HRPYR except such costs, charges or expenses as are occasioned by his own willful neglect Or willful default.
12.4 Validity of Actions. No act or proceeding of any director or board of directors shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualification of such director or board of directors.
12.5 Directors' Reliance. Directors may rely upon the accuracy of any statement or report prepared by HRPYR's auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.
13 Auditor - An auditorshall be appointed at each Annual Meeting. The auditorshall conduct a review of the books and accounting records of the HRPYR following the end of each fiscal year and at other times if so directed by the Board. The auditorshall make a report on the annual audit to the Members and the Board within 90 calendar days of the end of the fiscal year of the HRPYR.
14 CHAPTER COMMITTEES
14.1 The HRPYR Board may appoint Standing and Ad Hoc Committees as required.
15 DISSOLUTION
15.1 The HRPAO may dissolve the HRPYR and terminate its activities for just and sufficient cause.
15.2 The HRPYR may also be dissolved by a two-thirds (2/3) vote of Chapter Members present and voting at an Extraordinary Meeting of members called for the express purpose of terminating the activities of HRPYR.
15.3 Upon dissolution, all net assets and records of HRPYR shall be sent to the HRPAO’s Head Office and held in trust for a successor organisation.
15.4 All assets and liabilities of any nature whatsoever are the property and responsibility of HRPYR, and shall remain so until dissolution as provided for herein.
16 AMENDMENT OF CHAPTER BY-LAWS
16.1 These By-laws may be amended or repealed in part by the HRPYR Board of Directors provided that:
16.2 Notice of such amendment or repeal shall be given with notice for an Extraordinary or Annual General Meeting, and ratified by a simple majority vote of those Chapter members present and voting at such a meeting; and,
16.3 Such amendment or repeal shall not take effect until ratified at the Extraordinary or Annual General Meeting; and,
16.4 Such amendment or repeal shall not be inconsistent with or render null any of HRPAO’s Code, Rules, Regulations, or By-laws.
17 CODE OF ETHICS, RULES OF PROFESSIONAL CONDUCT, STANDARDS OF PRACTICE
17.1 The Board shall establish a Code of Ethics, Rules of Professional Conduct and Standards of Practice for regulating and governing the conduct and competency of Members.
17.2 Members shall, as an obligation of membership, abide by any such Code of Ethics, Rules of Professional Conduct and Standards of Practice as the Board may establish.
17.3 The Code of Ethics, Rules of Professional Conduct and Standards of Practice shall be published in such a manner so that they are brought to the attention of all Members.