CHARTERED PROFESSIONALS IN HUMAN RESOURCES NEW BRUNSWICK BYLAWS ADOPTED NOVEMBER 22, 2011 (REVISED IN 2021)
In these bylaws:
1.1 Association: The Chartered Professionals in Human Resources New Brunswick (CPHRNB).
1.2 The Chartered Professionals in Human Resources New Brunswick (CPHRNB): The Association defined by these bylaws and governed by a Provincial Board made up of duly elected representatives from recognized Chapters and is registered as a not-for-profit Association under the Companies Act of the Province of New Brunswick.
1.3 Member: Any Member in good standing of the CPHRNB.
1.4 Good standing: The status conferred on a Member who has fulfilled their obligations under these by laws including but not limited to the payment of any fees owing and adherence to the CPHRNB Code of Conduct.
1.5 Chapter Council: The organization of representatives from a specific location who, as a body, meet to decide matters of concern within their chapter.
1.6 Chapter: An organization of HR professionals structured according to these bylaws and generally constituted to meet the needs of Human Resource professionals within a specific geographic location within the Province of New Brunswick.
1.7 Chapter Executives: Representatives of the Chapter Council elected to the Offices of President, President Elect or Vice President, Past-President, Secretary, and Treasurer of the Chapter.
1.8 Director: A member appointed or elected to serve on a Chapter who may or may not be appointed to serve on the Provincial Board.
1.9 Director at Large: An individual appointed to serve on the Provincial Board.
1.10 Public Representative, a member of the public who is elected by the members of the Board to serve as a voting member as the Treasurer of CPHRNB.
1.11 Provincial Board: The organization of representatives from each Chapter who, as a body, meet to decide matters of concern across all Chapters, the province and the HR Profession in the province.
1.12 Provincial Executive: Representatives of the Provincial Board elected to the Offices of President, President Elect , Past-President, Secretary, and Treasurer.
1.13 Committee: A committee properly struck for a defined purpose to meet the needs of the Association and constituted by either a recognized Chapter or the Provincial Board.
2.1 Regardless of Chapter affiliation, Members of the CPHRNB are entitled to participate in the activities of any and all Chapters.
2.2 The CPHRNB is an Association of professionals, not of organizations. Therefore, Membership is conferred on the individual, not their employer.
There are six categories of Membership in the CPHRNB:
CPHR Member shall be a human resources professional who has been granted the Chartered Professional in Human Resources (CPHR) designation and continues to meet the requirements for recertification. CPHR members shall carry the same rights and privileges as a Regular member including the right to vote at meetings of members and to hold elected office. CPHR Members can use the initials CPHR to indicate their professional standing.
Regular Members shall be any person actively engaged in the practice of human resources. All privileges of membership are available including the right to vote at meetings of members and to hold elected office, except where the CPHR designation is required.
Verification of eligibility for regular membership shall be made upon application to join CPHRNB.
Verification of eligibility for regular membership shall also be made before an individual is deemed qualified to hold office at either the chapter or provincial level.
Public members shall be any persons who do not meet the requirements of a Regular Member but who is elected by the Provincial Board in the capacity of treasurer or any other position designated by the Provincial Board. All privileges of membership are to be determined by the Provincial Board.
Associate Members shall be any person with an interest in, but not actively engaged in, the practice of human resource management and therefore do not qualify for Regular membership. Associate Members do not have voting privileges and are not eligible to offer for elected positions, but may serve on Committees.
Student Memberships are open to persons registered full-time or part-time in a post-secondary program of studies leading to a certificate, diploma or degree with specialization in Human Resources Management.
Student Members must submit proof of registration for each year of Membership. Student Members are not eligible to serve in an Executive or Committee Chairperson position, and do not have voting privileges, but may serve on Committees of the Association.
Honorary Lifetime Membership:
Honorary Lifetime Membership may be conferred on persons who are considered to have made outstanding contributions to the field of Human Resources Management. Nominations for this honour may be made by any Regular Member, with the decision resting with the Provincial Board. Honorary Lifetime Members have voting privileges and may hold Executive Office, but do not pay any Association Membership fees.
Retired Members shall be former CPHR or Regular Members who declare that they are no longer active in the profession of human resources. Retired Members shall carry the same rights and privileges as a Regular Member, including the right to vote at meetings of members and to hold elected office, except where the CPHR designation is required.
CPHRNB exists to lead in the advancement of the Human Resources Profession and practices in the field of human resources in New Brunswick by:
Establishing and maintaining professional standards for Human Resources professionals in New Brunswick,
Providing opportunities for Association Members to meet and exchange knowledge,
Promoting the public awareness of the human resources field and profession, and
Undertaking Association-approved projects for the betterment of the practice of Human Resources.
4.1 Membership fees will be established by the Provincial Board and reviewed annually.
4.2 Membership and designation fees are paid to CPHRNB Inc.
4.3 Membership and designation fees are payable on February 1st of each year.
4.4 Only the Provincial Board may levy Membership and designation fees.
4.5 Chapters may levy fees for Chapter activities.
4.6 Failure of a Member to pay required membership and designation fees each year will result in his or her membership and professional designation being revoked.
4.7 The Public Member filling the position of Treasurer of CPHRNB as per Article 1.10, is not required to pay membership fees.
Members may bring guests to the regular meetings of the Association, except when the meeting is marked ‘CLOSED’ when the meeting notice is issued. Guests may take part in the discussions at all regular meetings, when invited to do so by the Chairperson.
6.1 The Provincial Board shall meet no less than quarterly or more frequently if required.
6.2 Board committees shall meet no less than quarterly or more frequently if required.
6.3 The Provincial Board may meet by teleconference and conduct similar protocols for establishing quorum and recording votes as if the meeting was held in person.
6.4 Notice of a meeting of the Board, when transmitted electronically, shall be directed to the Directors at the last electronic mail address not less than ten business days prior to the meeting.
6.5 Board documentation for upcoming board meetings must be received ten (10) business days prior to a scheduled board meeting.
6.6 No errors or omissions in giving notice of any meeting of the Board or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings taken thereafter.
6.7 The Chair of the CPHRNB Provincial board shall conduct all meetings of the Board in accordance with these bylaws and parliamentary procedures.
6.8 Unless otherwise required by Act or the Articles, at all meetings of Directors of the Provincial Board or Chapter Council, every question shall be determined using a voting approach based on parliamentary procedures. Decisions will be made only when quorum is reached by voting Directors that are present at the meeting or participating by tele/video conference.
- A motion is brought forward by a voting member of the Board and seconded;
- The directors discuss the motion brought forth The Chair of the CPHRNB Provincial board calls for a vote from the voting members. Motion is carried if the vote reaches a majority in favour or is denied if vote reaches a majority opposed.
- In the event of a tie vote, The Chair of the CPHRNB Provincial Board casts the deciding vote.
6.9 Individual Chapters determine appropriate meeting times and frequency. However, Chapters will meet no less than four times a calendar year.
6.10 The Provincial Board will provide an account of provincial activities and finances to the Members at an Annual General Meeting (AGM). Minutes and reports provided at the Annual General Meeting will be recorded and posted on the Association’s website within 30 days of the AGM.
6.11 The Chapter will hold an AGM, conduct elections, and provide an account of activities and finances to their Membership.
7. FINANCIAL MATTERS
7.1 The Provincial Board will establish a Finance Committee to ensure that the Board fulfills its legal, ethical and functional responsibilities through Financial policy development, establishing responsible fiscal guidelines, monitoring of CPHRNB and its Chapters’ Financial activities and evaluation of their overall financial performance. The Finance Committee Chair will report to the Provincial Board at each meeting of the Board.
7.2 All monies collected will be handled according to acceptable accounting and financial practices and in accordance with CPHRNB financial committee and expense policy. Financial accounts will be kept by the Provincial and/or Chapter Treasurers. CPHRNB financial matters are subject to an annual external preparation of financial statements by a recognized accounting professional / firm and the results are presented at the AGM.
7.3 All cheques drawn on the CPHRNB Provincial account and all other written or printed evidence of its monetary obligations issued by the Association must be signed by two out of three designated signatories.
7.4 The fiscal year of the Association shall begin on the first day of July and end on the last day of June of the following year.
7.5 No Executive Member or Board Member, either at the Chapter or Provincial level shall receive any compensation fees from the Association, nor shall the Association incur any liability for such compensation or fees, unless authorized by the Provincial Board.
8. PROVINCIAL EXECUTIVE
8.1 The Provincial Executive shall consist of President, Secretary, Treasurer, Past President or President Elect.
8.2 The Provincial Executive has primary responsibility and authority to:
- Oversee the operation of the Association by convening and Chairing Provincial Board Meetings; and
- Fulfilling the specific responsibilities of each office.
8.3 The President shall preside at meetings of the Executive and the Provincial Board, be an ex-officio Member of every Committee and facilitate all activities of the Board. The President will form the agenda and chair all meetings of the Provincial Board except when the President needs to be absent. In the absence of the President, the President Elect or Past President will Chair the meeting. If neither the President nor President Elect or Past President is able to attend, the meeting will be rescheduled.
The Member elected to the Provincial Board in the position of President must hold a current CPHR designation.
8.4 The President Elect or Past President serves as the designate to the President and acts in their stead when the President must be absent or unable to fulfill their duties.
The Member appointed to the Provincial Executive in the position of President Elect must hold a current CPHR designation.
The Past President must maintain their CPHR designation during their term of office.
8.5 The Treasurer shall keep accurate and complete records of the revenues and expenses related to monies belonging to, received and spent by the Provincial Association. The Treasurer shall act as the primary liaison between the Provincial Executive and any accounting firm appointed to work on behalf of CPHRNB.
The Treasurer is responsible for ensuring that accurate financial reports are presented at each Provincial Board Meeting. The Treasurer is responsible for ensuring that annual statements are prepared and presented to the Members at the AGM.
8.6 The Secretary is responsible to ensure minutes of Provincial Board Meetings are prepared in ten (10) business days following the meeting for distribution to Provincial Board Members. The Secretary ensures a printed and electronic version of the Provincial Board minutes are kept and made accessible to members of the Provincial Board.
8.7 The Past President serves to provide continuity to the Association and may, on approval of the Provincial Board, act in the stead of the President if the President is unable to act in this capacity.
9. PROVINCIAL BOARD
9.1 The Provincial Board shall be comprised of members of the Executive, Directors, and Directors at Large.
Each Chapter will appoint up to three members to the Provincial Board to act as Directors on the Provincial Board.
9.3 Directors at Large
Additional individuals may be recommended to serve as Directors at Large. Up to three additional Directors at Large may be appointed for a pre-determined amount of time by the Provincial Board. These individuals do not have voting privileges and serve at the pleasure of the board.
Members of the Provincial Board with the exception of the Public Representative, must be Regular Members, CPHR Members, Honorary Lifetime Members, Retired Members of the Association unless otherwise specified in the Bylaws.
9.5 The Provincial Board has primary responsibility and authority for:
- Establishing the strategic direction for the Association
- Overseeing the marketing of the Provincial Association
- Setting Provincial fees and overseeing the collection of all Provincial fees
- Managing performance of staff
- Managing succession of board members
- Managing the establishment and the function of board committees
- Establishing policies and procedures governing certification
- Conferring designations on members
- Approving recertification of designations
- Establishing, applying and reviewing Association by-laws.
9.6 Terms of Office of the Provincial Board:
All Director appointments will be for a two year term. The option for renewal of an additional two-year term will be at the recommendation of the Local Chapter President represented by the Director.
9.6.2 Directors at Large
All Directors at Large appointments will be for a two year term. The option for renewal of an additional two-year term will be at the recommendation of the President of the Provincial Board.
9.6.3 President Elect
The President Elect will typically serve in the position for a one-year term before moving to the position of President.
The President will serve in the position for a three-year term. There is an option to renew for an additional one or two-year term, upon the approval of the Provincial Board.
9.6.5 Past President
The Past President will typically serve a one-year term. In the event there is no identified successor at the end of the extended term, the Past President may serve a second extended one-year term.
The Past President may be asked to extend their term in the event that the President’s term has been extended by the approval of the Provincial Board.
The Treasurer, who is also a member of CPHRNB, will serve a two-year term with the option to renew for an additional term of two years. The option to renew will be upon the approval of the Provincial Board.
The Secretary will serve a two-year term with the option to renew for additional term of two years. The option to renew will be upon the approval of the Provincial Board.
A Nominating Committee will be struck no less than 30 days before the date of the elections, normally in conjunction with the AGM. The Nominating Committee will be made up of three board members of the Provincial Board. Nomination Committee members are not able to stand for elections.
It will be the responsibility of the Nominating Committee to determine the will of the Board and of the nominees in terms of their willingness to let their name stand for Executive Positions. The Nominating Committee will put forth a slate of candidates to be voted on and confirmed by the Provincial Board to serve as the Provincial Executive.
Elections to the Executive of the Provincial Board shall be made at the start of each new calendar year as required.
10. CHAPTER COUNCILS
10.1 Chapters councils will form local Boards with Executive committees, to meet the needs of specific geographic regions, as defined by the Provincial Board. Chapter Councils shall be comprised of Chapter Council Executive and Chapter Council Directors.
10.2 Each Chapter will elect a Chapter Council Executive which must be comprised of the Offices of President, Secretary, and Treasurer. Chapters may elect a Vice-President or President Elect and have a Past President as members of their executive. Chapters have the authority to add Directors to the Chapter Council to serve on the Chapter Council Executive as the members of that Chapter see fit.
10.3 Terms of Office for Chapter Council Executive
Each person on the Chapter Council Executive shall hold a position for a two-year term with the option to run for election for an additional two-year term for the same or other executive positions.
10.4 Terms of Office for Chapter Council Directors
Each person on the Chapter Council Executive shall hold a position for a two-year term with the option to run for election for additional two-year terms for the same or other executive positions.
In the event that a Chapter Council Executive or Director resigns his/her office, or ceases to be a Member of the Association, the vacancy thereby created may be filled with another person by the Chapter Council Executive for the un-expired portion of the term.
11. REMOVAL OF EXECUTIVE AND DIRECTORS
11.1 The Executive and Directors are duty-bound to attend regular meetings and any Executive meetings called by the President or their designate. The failure of an Executive or Director to attend two or more regular meetings of the Chapter or Provincial Board without valid reason may lead to the removal of such Executive or Director from the Board. A majority vote (as referred to in paragraph 6.7) of the remaining Board Members is required to remove any Officer or Director.
11.2 The Executive (Provincial or Chapter) may act to remove any of its Officers or Directors for inappropriate or unethical conduct before the expiration of the period of office and appoint another person. If an appointment is made, the appointee shall hold office for the remainder of the term. A majority vote (as referred to in paragraph 6.7) of the remaining Chapter Board Members is required to remove any Officer.
12.1 No business shall be transacted at any meeting of a Board unless 50% or more Board members are present for the duration of such business.
13. PROFESSIONAL DESIGNATIONS
13.1 The responsibility for conferring the professional CPHR designation in New Brunswick rests with the President of the Provincial Board.
13.2 The Provincial Board will establish a Professional Standards Committee (PSC) to act as registrar and to review applications and recommend awarding the CPHR designation in New Brunswick. The Professional Standards Committee will report to the Provincial Board at each meeting of the Board.
13.3 The PSC shall consist of a Chairperson, appointed by the Provincial Board, and additional members as determined by the Board. All members of this committee must hold a current CPHR designation and every attempt shall be made to ensure all Chapters and/or regions are represented.
13.4 The PSC shall meet at least twice a year. Additional meetings may be held as required.
14. BOARD GOVERNANCE
The responsibility to ensure that the Board fulfills its legal, ethical and functional responsibilities through good governance rests with the Provincial Board.
14.1 The Provincial Board will establish a Governance Committee to ensure that the Board fulfills its legal, ethical and functional responsibilities through governance policy development, education programs, monitoring of Board activities and evaluation of the Board’s performance. The Governance Committee will report to the Provincial Board at each meeting of the Board.
14.2 The Governance Committee shall consist of a Chairperson, recommended by the President from the current Board Directors and approved by the Board. In addition to the Chair, Committee composition will be a minimum of three (3) additional members selected by the Chair. Committee members can be drawn from the sitting Board or from the general membership of CPHRNB.
14.3 The Governance Committee shall meet quarterly. Additional meetings may be held as required.
15. BYLAW AMENDMENTS
15.1 A notice to repeal or amend the bylaws shall be communicated to the members of the Association no less than 30 days prior to the scheduled date of the AGM.
15.2 The Association has the power to repeal or amend any of these Bylaws by a special resolution. A director or the Governance Committee may, upon at least 7 days notice to the other Board of Directors, propose a resolution for a by-law amendment, and the Board of Directors may, by resolution, make, amend or repeal any bylaw that regulates the affairs of the Association. Any such bylaw, amendment or repeal shall be effective from the date of the resolution of the Directors until the next Annual General Meeting of members where it may be confirmed, rejected or amended by the Members by ordinary resolution.
15.3 This special resolution must be passed by not less than three-fourths of such Members in attendance entitled to vote and are present in person or by proxy, where proxies are allowed, at a special meeting of which notice, specifying the intention to propose the resolution as a special resolution, has been duly given.