By-Laws - CPHR NL

The Chartered Professionals in Human Resources Newfoundland and Labrador shall be governed by the following Bylaws as they were approved at the AGM held on June 8, 2006.


Article 1.0 Definitions

1.1 “Association” means the “Chartered Professionals in Human Resources Newfoundland and Labrador”.

1.2 “Board” means the Board of Directors of the Association.

1.3 “Board Member” means a member in good standing who has been elected or acclaimed to the Board.

1.4 “Member” means any person who is a member in good standing with the Association.

1.5 “Special Resolution” means a resolution passed by not less than two-thirds of such members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.


Article 2.0 Name

2.1 The name of the Association Chartered Professionals in Human Resources of Newfoundland and Labrador (CPHR NL).


Article 3.0 Objectives

3.1 The objectives of the Association are to:

  • Promote excellence and best practice in the Human Resources profession.
  • Provide opportunities for Members to grow and develop within the Human Resources profession, in a learning and supportive environment.
  • Provide Members with professional development opportunities that will allow them to progress and succeed in the Human Resources profession.
  • Provide Members the opportunity to demonstrate the achievement of meeting specific professional standards and competencies through the conferring of the Chartered Professionals in Human Resources (CPHR) designation.
  • Represent the Members on a provincial and national level.
  • Provide a forum for Members to actively meet and network.


Article 4.0 Membership

4.1 Subject to Article 3.1, any person who supports the objectives of the Association may become a Member of the Association upon payment of the annual membership fee, and provided the specified criteria for membership are met.

4.2 There shall be five classifications of membership:

CPHR Member, CPHR Candidate Member, Member, Student Member, and Retired Professional

1. CPHR Member shall be given to any applicant who is currently employed, actively seeking employment, or has an interest in the Human Resources profession who holds a CPHR certification.

2. CPHR Candidate Member shall be given to any applicant who is currently employed, actively seeking employment, or has an interest in the Human Resources profession who is a CPHR certification candidate.

3. Member shall be given to any applicant who is currently employed, actively seeking employment, or has an interest in the Human Resources profession.

4. Student Membership shall be given to any applicant who is a person taking Human Resources Management courses or a program, on a full-time or part-time basis, and who is not employed on a full time basis as a Human Resources practitioner/consultant.

5. Retired Professional shall be given to any applicant who is a retired.

To remain a Member in good standing, all Student Members, who have completed courses or a program, as noted above, must apply for Individual Membership immediately upon the expiration of their Student Membership.

A Student Member, in good standing, shall have all privileges of membership, except the right to vote at meetings of Members of the Association, or to be a Board Member of the Association. A Student Member may sit on any properly constituted committee in accordance with a Committee’s terms of reference, except where CPHR membership is required.

4.3 A Member shall be granted membership in the Association for a period of twelve (12) months, effective the first day of the month in which their membership application is approved. To remain an active member, membership shall be renewed by January 1st of each following year.

4.4 Any Member wishing to withdraw from membership may do so upon a notice in writing to the Board.

4.5 If, in the opinion of the Board, a Member exhibits conduct contrary to Article 5.0, the Member may be suspended from membership in the Association. Any such suspension may be appealed to the Board within thirty (30) days of receipt of notice of suspension of membership. If no appeal is lodged within the prescribed time, or if the Board rejects the appeal, membership in the Association shall be forfeited.

4.6 Each year, the Board shall determine the membership fee for each category of membership. Fees will become delinquent sixty (60) days after billing by the Association.


Article 5.0 Conduct of Members

5.1 The Board will approve, and amend when appropriate, appropriate rules and guidelines relative to professional standards and ethical conduct of the Members.

5.2 Each Member shall comply with the rules and guidelines set out in the Bylaws and shall support the objectives of the Association.

5.3 Each Member shall be guided by the highest standards of business ethics, personal honor and professional conduct.

5.4 The Membership Roster and/or the names of the Members, and the companies represented by the membership, shall be maintained and managed by the Membership Committee. The Membership Roster shall not be used for solicitation of business or for direct mailings to the membership for the promotion or solicitation of business. The Membership Roster and/or the names of our Members and the companies represented shall not be given out or loaned to any non-Member, organization, firm or other association for solicitation without the expressed written consent of the Board. Any Member who violates this article and misuse of the roster shall lose their membership status indefinitely.


Article 6.0 Meetings

6.1 The Board may call Board, General, Annual, and Special meetings.

6.2 The Annual General Meeting of the Association shall be held no later than six (6) months following the fiscal year end, in the Province of Newfoundland and Labrador, and at a time and place determined by the Board.

6.3 The Board shall give written notice of a General or Annual meeting, to the Members, not less than thirty (30) calendars days prior to the meeting. The notice shall include the agenda for the meeting. The Board shall give written notice of a Special meeting to the Members, as deemed appropriate by the Board.

6.4 An election ballot shall be sent to all eligible Members not less than thirty (30) calendar days prior to the Annual General.

6.5 All voting will occur by members present at General, Annual, or Special meetings, or by proxy. Ballots that are mailed by a Member will not be accepted.

6.6 The results of the election will be announced at the Annual General Meeting.

6.7 The President shall chair the Board meetings as a non-voting Board Member and shall have the deciding vote in the case of a tie.

6.8 The President shall be the administrative officer of the Board and shall ensure that the responsibilities of any Board Member are fulfilled if they are unable to perform their duties.

6.9 The Vice President shall assist the President in the capacity of administrative officer and shall preside at all meetings as a non-voting Board Member in the absence of the President.

6.10 The President, Vice-President or President’s designate shall be present at all Board meetings. A quorum for Board meetings shall consist of the 50 percent plus 1 of the Board Members.

6.11 All Members in good standing have the privilege to vote at General, Annual, and Special meetings.

6.12 A quorum at General, Annual, and Special meetings shall be 20 members.

6.13 Recording of minutes of all meetings shall be the responsibility of the Secretary or a designate. All minutes shall be approved by the Board and maintained by the Secretary for record purposes. A Member may request copies of any minutes.


Article 7.0 Board of Directors and Election of Board Members

7.1 The Board shall consist of the following Board Members:
President, Vice-President, Past President (ex officio member), Treasurer, Secretary, and Five (5) Directors, elected by the Members or acclaimed at the Annual General Meeting or appointed thereto as set out in this Article.

7.2 Only those Members in good standing with an Individual Membership are permitted to serve as Board Members. Members elected or acclaimed to the Board must remain Members in good standing for the term to which they have been elected or acclaimed to serve. No Board Member shall serve more than 3 consecutive terms in any one position, unless approved by the membership.

7.3 The Board shall consist of not more than nine (9) voting Board Members. The President is a non-voting Board Member.

7.4 The terms of office shall be as follows:
President – two (2) years and one year as immediate Past President. May serve an additional one (1) year if approved by the membership.
Vice-President – two (2) years,
Treasurer– two (2) years,
Secretary– two (2) years, and
Directors – two (2) years

7.5 Should the President be unable to complete the term of office, the Vice-President shall immediately assume the role. The Board shall have the authority to fill the Vice-President vacancy from the remaining Board Members. In the event of a vacancy of other Board Members on the Board, the Board shall have the authority to fill the vacancy from the Members.

7.6 In addition to other duties that may be specified in the Bylaws, the duties of the Board Members are as stated in these Bylaws or as follows:

  • President shall call and chair the meetings of the Board, and may call and chair any other meetings of the Association. The President shall be responsible for the Association and its governance.
    Vice-President shall assist the President and fulfil the President’s role as deemed appropriate by the President.
  • Past President shall be an ex officio Board Member. This position shall serve in an advisory capacity and will have no voting privileges.
  • Treasurer shall be responsible for the management of monies paid to the Association. He/she shall properly account for the funds of the Association and ensure the books are maintained. He/she shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual meeting a statement of the financial position of the Association.
  • Secretary shall keep an accurate and complete record of all meetings. He/she shall issue all notices and handle all correspondence and other administrative duties pertaining to the Association’s activities.
    Directors and Vice-President will assume responsibility for the portfolio or projects assigned to them by the President. Each Director will be provided with a job description outlining his/her duties and accountabilities. Directors shall automatically forfeit his/her office should he/she lose eligibility for office or be expelled from membership as outlined in Article 4.0. A Director is subject to removal from office by a vote of six (6) other Board Members for failure to fulfill the duties of his/her office. Vacancies resulting from Forfeiture or Removal from office shall be filled as outlined in Article 7.0.


Article 8.0 Meeting Attendance by the Board

8.1 The Board is duty-bound to attend all meetings and any Board meetings called by the President or his/her designate. In the event a Board Member is unable to attend a meeting, that Board Member shall notify the Secretary or other appropriate Board Member well in advance of the meeting, or as early as reasonably possible before the meeting.


Article 9.0 Finance, Signing Authority and Auditing of Accounts

9.1 All monies collected shall be handed over to the Treasurer for safe-keeping.

9.2 Signing authority shall be limited to any two (2) of the following officers: the President, Vice-President, or Treasurer.

9.3 A financial review, undertaken by a person external to the Association and as approved by the Board, shall be undertaken at the close of the Association’s fiscal year.

9.4 For the purpose of carrying out the objectives of the Association, the Board, on behalf of the Association, may borrow, raise or secure the payment of money to conduct the regular business of the Association.

9.5 Without exception, no Board Member or Association Member shall receive any compensation from the Association, nor shall the Association incur any liability for such compensation, unless authorized by the Board and approved by the Members at a meeting of the Association.

9.6 The Board shall authorize reimbursement of expenses incurred by a Board Member on behalf of the Association. No Board Member shall receive remuneration for services rendered to the Association in his/her capacity as Board Member.

9.7 The fiscal year of the Association shall be January 1st to December 31st.


Article 10.0 Certification

10.1 The Certification Committee (CC) shall review and confirm members’ application for the CPHR professional designation based on the criteria established in conjunction with the Chartered Professionals in Human Resources Canada (CPHR Canada).

10.2 The CC shall consist of a Chairperson and a minimum of four (4) other members. One of the four (4) members should be a drawn from the various stakeholders within the community (e.g. educational institution). At least two (2) of the members should hold a valid CPHR designation.

10.3 The CC is an independent body from the Association and its decisions are based on the established criteria as set out by CPHR Canada. The committee shall bring its recommendations to the Board for their review and approval.

10.4 The CC shall meet at least four (4) times per year, and for any additional meetings as may be deemed necessary.

10.5 The decision of the CC shall be communicated to the applicant in writing. If the applicant is not satisfied with the decision of the CC, the applicant may, within thirty (30) calendar days after the date of the letter of notification, apply to have the matter reviewed through the appeal process.

10.6 The Chair and members of the CC cannot sit on the Appeals Committee.

10.7 The appeal process will consist of a review of the application by an Appeals Committee made up of at least three (3) members of the Board. The appealing member will, in addition, be provided with an opportunity to appear before the Committee should they wish. The decision of the Appeals Committee in this regard will be final.


Article 11.0 Association Seal

11.1 The Association’s seal shall be used to bind the Association to any and all agreements entered into by the Association. The President, the Vice-President, and the Secretary are authorized to sign under the seal. The custody and control of the seal shall rest with the Secretary of the Association and may be affixed to any document upon resolution of the Board.


Article 12.0 Amendments to Bylaws

12.1 The Association has the power to repeal or amend any of these Bylaws by a special or regular resolution at the annual general meeting.


Article 13.0 Dissolution

13.1 Should the Board determine that the Association is no longer viable to function as an organization, or that no purpose can be identified for the Association to exist, then the Board will notify the Members of a special resolution as set out in these Bylaws. The special resolution to dissolve the Association must be approved by a majority (50 percent plus 1) of the Members. In the event that a majority of the Members are not able to be assembled to vote on the special resolution, then the Board has the authority to approve the resolution.

13.2 Upon dissolution of the Association, after payment of all its debts and liabilities, the remaining assets shall be distributed to an organization in the province the undertaking of which is beneficial to the Chartered Professionals in Human Resources Newfoundland and Labrador.