Article 1 - Definitions

In these bylaws:

1.1  'Association' means the Human Resources Association of New Brunswick (HRANB).

1.2  The ‘Human Resources Association of New Brunswick (HRANB)’ refers to the Association defined by these bylaws and governed by a Provincial Council 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' refers to any Member in good standing of the HRANB.

1.4  ‘Good standing’ refers to the status conferred on a Member who has fulfilled his or her obligations under these by laws including but not limited to the payment of any fees owing and adherence to the HRANB Code of Conduct.

1.5  ‘Chapter Council’ refers to the organization of representatives from a specific location who, as a body meet to decide matters of concern within their chapter. 

1.6  'Chapter' refers to 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' are those representatives of the Chapter Council elected to the Offices of President, President Elect or Vice President, Past-President, Secretary, and Treasurer.

1.8  ‘Director’ refers to a member appointed or elected to serve on a Chapter who may or may not be appointed to serve on the Provincial Council.

1.9  ‘Director at Large’ refers to an individual appointed to serve on the Provincial Council. 

1.10  'Provincial Council' refers to 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.

1.11  The ‘Provincial Executive’ are those representatives of the Provincial Council elected to the Offices of President, President Elect or Past-President, Secretary, and Treasurer.

1.12  ‘Committee’ means 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 Council.

 Article 2 - Membership

2.1  Regardless of Chapter affiliation, Members of the HRANB are entitled to participate in the activities of any and all Chapters.

2.2  The HRANB is an Association of professionals, not of organizations. Therefore, Membership is conferred on the individual, not their employer.

There are five categories of Membership in the HRANB:

CHRP Membership:
CHRP Member shall be a human resources professional who has been granted the Certified Human Resources Professional (CHRP) designation and continues to meet the requirements for recertification. CHRP 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. CHRP Members can use the initials CHRP to indicate their professional standing.

Regular Membership:
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 CHRP designation is required.

Verification of eligibility for regular membership shall be made upon application to join HRANB.

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.

Associate Membership:
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 Membership:
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 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 Council.  Honorary Lifetime Members have voting privileges and may hold Executive Office, but do not pay any Association Membership fees.

Retired Membership:
Retired Members shall be former CHRP 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 CHRP Membership is required.

 Article 3 — Objectives

3.1  HRANB exists to lead in the advancement of the Human Resource 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 Human Resources

Article 4 — Fees

4.1  Membership fees will be established by the Provincial Council and reviewed annually.

4.2  Membership and designation fees are paid to HRANB Inc.

4.3  Membership and designation fees are payable on February 1st of each year.

4.4  Only the Provincial Council may levy Membership and designation fees.

4.5  Chapters may levy fees for Chapter activities.

4.6  Chapter activities fees are to be paid to the Chapter.

4.7  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.

Article 5 — Guests

5.1  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.

Article 6 — Meetings

6.1  The Provincial Council shall meet no less than four times a calendar year.

6.2  It is up to individual Chapters to determine appropriate meeting times and frequency.  However, Chapters will meet no less than four times a calendar year.

6.3  The Provincial Council will provide an account of provincial activities and finances to the Members at an Annual General Meeting (AGM) in the fall.  Minutes and reports provided at the annual general meeting will be recorded and made accessible to all members.

6.4  Every year, each Chapter will hold a business meeting, conduct elections, and provide an account of activities and finances to their Membership.  

Article 7 - Financial Matters

7.1  All monies collected will be handled according to acceptable accounting and financial practices and in accounts kept by the Provincial and/or Chapter Treasurers. HRANB 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.

7.2  All cheques drawn on the HRANB 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.

7.3  All cheques drawn on a Chapter account and all other written or printed evidence of its monetary obligations issued by the Chapter 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.

7.5  No Executive Member or Council Member, either at the Chapter or Provincial level shall receive any compensation or fees from the Association, nor shall the Association incur any liability for such compensation or fees, unless authorized by the Provincial Council.

Article 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:
•    Facilitate the operation of the Association by convening and Chairing Provincial Council Meetings; and
•    Fulfilling the specific responsibilities of each office.

8.3  The President shall preside at meetings of the Executive and the Provincial Council, be an ex-officio Member of every Committee and facilitate all activities of the Council.  The President will form the agenda and chair all meetings of the Provincial Council except when he/she 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 Council in the position of President must hold a current CHRP designation.

8.4  The President Elect or Past President serves as the designate to the President and acts in his or her stead when the President must be absent or unable to fulfill his or her duties.  
The Member appointed to the Provincial Executive in the position of President Elect must hold a current CHRP designation.

The Past President must maintain their CHRP 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 HRANB.  

The Treasurer is responsible for ensuring that accurate financial reports are presented at each Provincial Council 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 Council Meetings, are prepared in the ten business days following the meeting for distribution to Provincial Council Members.  The Secretary ensures a printed and electronic version of the Provincial Council minutes are kept and made accessible to members of the Provincial Council.

8.7    The Past President serves to provide continuity to the Association and may, on approval of the Provincial Council, act in the stead of the President if the President is unable to act in this capacity.

Article 9 — Provincial Council

9.1  The Provincial Council shall be comprised of members of  the Exectutive,  Directors, and Directors at Large.  

9.2  Directors

Each Chapter will appoint up to three members to the Provincial Council to act as Directors on the Provincial Council.

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 Council.   These individuals do not have voting privileges and serve at the pleasure of the board.

9.4  Eligibility

Members of the Provincial Council must be Regular Members, CHRP Members, Honorary Members, Retired Regular Members or CHRP Retired Members of the Association unless otherwise specified in the Bylaws.  

9.5  The Provincial Council has primary responsibility and authority for:
•    Establishing the strategic direction for the Association
•    Marketing of the provincial of the Association
•    Setting and collection of fees
•    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 Council:

9.6.1  Directors

All  Director appointments will be for two year terms with the option to renew.  The option to renew will be at the invitation of the Local Chapter represented by the Director.

9.6.2  President Elect

The President Elect will typically serve in the position for a one year term before moving to the position of President.

9.6.3  President

The President will serve in the position for a two year term.  There is an option to renew for an additional two year term, upon the approval of the Provincial Council.    

9.6.4  Past President

The Past President will typically serve a one year term. They may be asked to extend their term in the event that the president’s term has been extended by the approval of the Provincial Council.     

9.6.5  Treasurer

The Treasurer will serve a two year term with the option to renew for an additional term of two years.  The Treasurer at the provincial level shall not concurrently serve as treasurer at the chapter level.  The option to renew will be upon the approval of the Provincial Council.

9.6.6  Secretary

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 Council.

9.7  Nominations

A Nominating Committee will be struck no less than 30 days before the date of the elections.    The Nominating Committee will be made up of three board members of the Provincial Council.  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 Council 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 Council to serve as the Provincial Executive.  

9.8    Elections

Elections to the Executive of the Provincial Council shall be made at the start of each new calendar year as required.  

Article 10 — Chapter Council

10.1  Chapters will form local Councils to meet the needs of specific geographic regions, as defined by the Provincial Council. 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 form a 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 the same or other executive positions.    

10.4  Terms of office for Chapter Council Directors
Chapter Council Directors shall hold a position for a two year term with the option to run for election for the position of Director.  

10.5  Vacancies

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 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 his/her designate.

The failure of an Executive or Director to attend two or more regular meetings of the Chapter or Provincial Council without valid reason may lead to the removal of such Executive or Director from the Council.  A majority vote of the remaining Council 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 of the remaining Council Members is required to remove any Officer.

12 - Quorum

12.1  No business shall be transacted at any meeting of a Council unless 50% or more Council members are present for the duration of such business.  

Article 13 — Professional Designations

13.1  The responsibility for conferring professional HR designations in New Brunswick rests with the Provincial Council.

13.2  The Provincial Council will establish a Professional Standards Committee (PSC) to act as registrar and to oversee professional designations in New Brunswick.  The Professional Standards Committee will report to the Provincial Council at each meeting of the Council.  

13.3  The PSC shall consist of a Chairperson, appointed by the Provincial Council, and additional members as determined by the Council.  All members of this committee must hold a current CHRP 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.

Article 14 - Bylaw Amendments

14.1  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.

14.2  The Association has the power to repeal or amend any of these Bylaws by a special resolution. 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.