CAHRMA Bylaws

Name:

The official name of the organization shall be the “Canadian Aboriginal Human Resource Management Association Inc.”. 

Purpose:

The purpose of the Association is to create a membership of Human Resource practitioners predominantly of Aboriginal descent to network and assist one another in the growth and performance of Human Resources (HR) related duties within Aboriginal communities.  We recognize Aboriginal peoples as defined by the Constitution Act as Indian, Métis and Inuit however, as documented in the Royal Commission for Aboriginal People (RCAP), the greatest need for this association is within the First Nation population.  The goal is to promote specialized and targeted HR practices and assist the Aboriginal communities to understand and implement the legal policies and procedures towards building and enhancing strong business results and effective sustainable business performance.

Vision:

Our vision is to be a driving force to build better work environments for the Aboriginal communities to facilitate profitable and sustainable companies and offer a source – the Association – to Aboriginal peoples across Canada, providing HR practitioners with similar issues while building relationships to address the challenges and strengthen their communities.  The Association will offer a venue for networking, connections and education that blends HR practice with Aboriginal culture to assist Aboriginal peoples in establishing their business practices in the Canadian community.

Bylaws

Membership

1. Membership in CAHRMA shall be focused on but not exclusive to those of Aboriginal ancestry.  Membership is based on request and payment of membership fees.  There shall be categories of membership for regular members, student members, corporate members and consultant members.

1. Regular members will be individuals working in or associated with the human resource function.
2. Student members will be students taking training in human resources and/or working towards employment in the field of human resources.
3. Corporate members will be Aboriginal bands or communities wishing to support the Association and gain assistance in their human resource function.
4. Business members will be Aboriginal businesses.
5. Associate members will be businesses, consultants, educators and individuals who have a professional interest in the members of the Association.

2. Regular members, Corporate members and Business members shall constitute voting members of the Association. 

3. Members may withdraw from the Association by declaring in writing their intentions to the Association.

4. Membership may be terminated automatically for non-payment of annual dues.

5 Membership fees shall be set by the Board of Directors and be payable on or before March 31^st.

6. As a condition of membership, all members agree to abide by the Code of Conduct and the Code of Ethics unless superseded by provincial legislation.

Directors

1. The direction of the affairs of the Association shall be governed by a Board of Directors who must be individuals, 18 years of age or older, with power under law to contract.

1. The Board of Directors shall consist of a minimum of three directors: President, Secretary and Treasurer.
2. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least fifty percent (50%) plus one of the votes cast in favour of the resolution at a meeting of members duly called for the purpose of determining the number of directors to be elected to the board of directors.
3. When the Board consists of more than three directors, the President, Secretary and Treasurer shall be known as the Executive of the Board.
4. Each member of the Board must be a voting member in good standing.
5. The Directors of the Corporation are responsible for the operation of the organization to achieve the purpose and goals of the organization and overseeing its financial health.

2. The President shall appoint a Chair of the Nominating Committee and the Chair shall select three members for the Committee.  The Committee shall draft a slate of officers to present to the annual general meeting.  Voting members in good standing may add to the slate of officers by nominating  with a supported second to the nomination as long as the nominations are received by the advertised deadline date.  A majority vote of the eligible members present is required to elect each director.

3. Directors will be nominated at a General Meeting and will be elected for a period of two fiscal years.  A Director may serve on the Board of Directors of the Association for a maximum of six (6) consecutive years after which s/he must be absent from the Board for two (2) years before being eligible to serve on the Board again.  The Board Executive (President, Secretary and Treasurer) may serve their two (2) year terms in addition to the six (6) year maximum for the Board of Directors.

4. The Board may extend any term by a one (1) year period but any further extension requires the majority vote of the membership.

5. The office of director shall be automatically vacated:

1. If at a special general meeting of members, a resolution is passed by the majority of the votes cast in favour of the removal of the director;
2. If a director has resigned his office by delivering a written resignation to the secretary of the corporation;
3. If he is found by a court to be of unsound mind;
4. If he becomes bankrupt or suspends payment or compounds with his creditors;
5. If a director is convicted under the Canadian Criminal Code for an indictable offense;
6. On death

Provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the corporation.

6. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties.  Nothing in here shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefor.

7. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.

8. The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do. 

9. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees.  The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest on the corporation in accordance with such terms as the board of directors may prescribe.

10. The board of directors is hereby authorized, from time to time

1. To borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;
2. To limit or increase the amount to be borrowed;
3. To issue or cause to be issued bonds, debentures or other securities of the corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors.
4. To secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the corporation, and the undertaking and rights of the corporation.

11. The board of directors shall 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 of directors at the time of such appointment.

12. Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution.

13. The Signing Officers of the CAHRMA Inc. for all financial obligations of the Association, will be the Treasurer, President, Secretary and Executive Director of the Association.  All cheques and other evidence of the Association’s financial obligations must be signed by the Treasurer and countersigned by one of the other signing officers.  In the absence of the Treasurer, the President shall act in place of the Treasurer and one of the other signing officers will countersign.

Officers

3.1 The officers of the corporation shall be the president, secretary and treasurer and any such other officers as the board of directors may by bylaw determine.  Any two offices may be held by the same person.

3.2 Officers of the corporation shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members.

3.3 The officers of the corporation shall hold office for two (2) years from the date of appointment or election or until their successors are elected or appointed in their stead.  Officers shall be subject to removal by resolution of the board of directors at any time.

3.4 The president shall be the chief executive officer of the corporation.  He shall preside at all meetings of the corporation and of the board of directors.  He shall have the general and active management of the affairs of the corporation.  He shall see that all orders and resolutions of the board of directors are carried into effect.

3.5 The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time.  He shall disburse the funds of the corporation as may be directed by the proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the corporation.  He shall also perform such other duties as may from time to time be directed by the board of directors.

3.6 The secretary shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose.  The secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be.  The secretary shall be the custodian of the seal of the corporation.

3.7 The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them.

3.8 The officers shall serve as such without remuneration unless otherwise determined by the board of directors by resolution.  No officer shall directly or indirectly receive any other profit from his position but an officer may be paid reasonable expenses incurred by him in the performance of his duties. 

Meetings

4.1 Meetings of the Association shall be held as determined by the Board.  There must be one Annual General Meeting each year for elections and the review of the Association’s finances.  General meetings shall be open to all members.  Meetings must be announced in writing, or by telephone or other electronic means at least fourteen (14) days prior to the date of the meeting and contain details of the content and business of the meeting.  Special meetings of the Association, seminars, and other special events may be restricted by the Executive to voting members only.

4.2 The Annual General Meeting shall be held at the Office of the Corporation in Winnipeg, Manitoba within six (6) months of the close of the fiscal year.  The meetings will start at Noon CST.

4.3 Members must appoint an auditor at each annual general meeting.  The auditor will audit the accounts of the corporation and make a report to the members at the annual meeting.  The auditor will audit the annual financial statements of the corporation and report to the members at the annual general meeting on whether these financial statements are fairly presented in accordance with generally accepted accounting principles.  The auditor may not be a director, officer or employee of the corporation without consent of all members.

4.4 A quorum for a General Meeting shall be five percent (5%) of the eligible membership.

4.5 Approval of motions shall be 50% plus one (1) of the eligible voting members in attendance at a General Meeting.

4.6 The Board of Directors shall call a special general meeting of members on written requisition of voting members carrying not less than 5% of the voting rights.  Meetings must be announced in writing, or by telephone or other electronic means at least fourteen (14) days prior to the date of the meeting and contain details of the content and business of the meeting.  Five percent (5%) of the eligible membership present at the special general meeting will constitute a quorum.

4.7 Given the geographic diversity of the Association, meetings may be held electronically with the same requirements for both quorums and votes.

Teleconference

1. For meetings to be held by teleconference, all members must have access to the technology to be able to participate.
2. A quorum for a general meeting held by teleconference is 5% of the eligible membership.

Computer Conference or Other Electronic Means

1. For meetings to be held by computer conference or other electronic means, all members must have access to the technology to be able to participate and the technology must allow the members to communicate adequately with each other.
2. A quorum for a general meeting held by computer or other electronic means is 5% of the eligible membership.
3. Members must consent in advance to the meeting being held electronically.

Directors Meetings

5.1 Meetings of the Board of Directors shall be held in Winnipeg at least twice yearly or as required at the call of the President or designate, which shall preside as Chairperson at all such meetings.  Notice of the meeting should be provided to all Directors at least fourteen (14) days prior to the date of the meeting.

5.2 A quorum for Board of Director meetings shall consist of 50% of the members of the Board with each Director having one (1) vote.

5.3 Board of Directors meetings may also be held electronically or by telephone with the same requirement for both quorums and votes.

Teleconference

1. For Directors Meetings to be held by teleconference, a minimum of fifty-one percent (51%) of the directors must agree to holding the meeting by teleconference and all members must have access to the technology to be able to participate.
2. A quorum for a Directors Meeting held by teleconference is 50% of the Board.

Computer Conference or Other Electronic Means

For Directors Meetings to be held by computer conference or other electronic means, a minimum of fifty-one percent (51%) of the directors must agree to meeting being held by computer conference and all members must have access to the technology to be able to participate and the technology must allow the directors to communicate adequately with each other.

A quorum for a Directors Meeting held by computer or other electronic means is 50% of the Board.

Directors must consent in advance to the meeting being held electronically with 50% of the directors agreeing to hold the meeting electronically.

When a meeting is held electronically, the Secretary is responsible for verifying the participants, that a quorum has been established and for recording the votes on all motions and business.

Fiscal Year

6. The Fiscal Year of the Association shall be April 1 to March 31.

Amendments

7.1 The Constitution and bylaws of the Association may be amended through a notice of motion being mailed to all regular members, with the necessary information as to the date of the meeting and the amendment that will be voted upon.  A two-thirds vote of the regular members present at the meeting is required to carry the amendment.

7.2 The repeal or amendment of the bylaws or the enactment of a new bylaw relating to the requirements of subsection 155(2) of the Act [dealing with corporate governance issues such as how the corporation is structured and how meetings are to be conducted] must be approved by the membership but shall not be enforced or acted upon until the approval of the Minister has been obtained.

Location

8. The Head Office of the Corporation shall be in the region of Winnipeg in the Province of Manitoba.

Miscellaneous

9.1 CERTIFICATION OF MEMBERS.  The Board may adopt policies to provide for the designation of Members.  Upon application by a member, CAHRMA Inc. may grant such member the right to use the designation “Certified Aboriginal Human Resource Member (CAHRM)” provided such member meets the certification requirements set out in the Certified Canadian Aboriginal Human Resource Management Association policy.

9.2 FOR THE PROTECTION OF DIRECTORS AND OFFICERS.  Except as otherwise provided in the Act, no director and/or officer of CAHRMA Inc. shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for any loss, damage or expense happening to CAHRMA Inc. through the insufficiency or deficiency of title to any property acquired by CAHRMA Inc. or for or on behalf of CAHRMA Inc. for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to CAHRMA Inc. shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation, including any person with whom any monies , securities or effects shall be lodged to deposited, or for any loss, conversion, misapplication or misappropriation of  or any damage resulting from any dealings with any monies, securities or other assets belonging to CAHRMA Inc. or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the director’s or officer’s respective office or trust or in relation thereto unless the same shall happen by or through the director’s or officer’s own willful neglect or default or failure to act honestly and in good faith with a view to the best interests of CAHRMA Inc., provided that nothing herein shall relieve any director or officer of any liability imposed by statute.

9.3 DISSOLUTION.  That upon the dissolution of the CAHRMA Inc. and after the payment of all debts and liabilities, the remaining property of the CAHRMA Inc. shall be distributed or disposed of to the Corporate Members of record at the time of dissolution in equal portions or to the Assembly of First Nations (AFN) or to the Aboriginal Financial Officers Association (AFOA).  In the case of a dissolution resulting from a merger with another not-for-profit organization, the remaining property shall be transferred to the new organization.

9.4 SEAL.  The corporate seal of the CAHRMA Inc. shall be in such form as shall be prescribed by the Board, provided that the seal shall bear the words Canadian Aboriginal Human Resource Management Association Inc.  The seal will be held by the Secretary of the Corporation.

CAHRMA Bylaws