Article 1.1 Principles
Section 1.1.1 Name. The name of the organization shall be the North American Human Resource Management Association (NAHRMA), hereinafter referred to as Association.
Section 1.1.2 Composition. The Association shall be composed of the Chartered Professionals in Human Resources of Canada (CPHR), the Asociacion Mexicana en Direccion de Recursos Humanos, A.C. (AMEDIRH) and the Human Resources Certification Institute (HRCI), their successors or other organizations admitted to membership pursuant to Article 2.1.
Section 1.1.3 Jurisdiction. For legal purposes the Association is registered in the Commonwealth of Virginia, and is subject to Commonwealth and United States law.
Article 1.2 Objectives
Section 1.2.1 Representation. The Association is the North American representative body for human resource management, representing the interests of the human resource profession in the countries of Canada, Mexico, and the United States and participating non-Spanish speaking countries of the Caribbean.
Section 1.2.2 Advance the Profession. The Association seeks to advance, on a non-profit basis, the interests of the human resource profession, improve the quality and effectiveness of professional human resource management, promote and develop knowledge of human resource issues and the importance of such issues to public and private sector organizations.
Section 1.2.3 Communication. The Association will establish and maintain contacts with its member organizations and with other national and international organizations active in the same or similar fields.
Section 1.2.4 Autonomy. The Association does not interfere in any way with the affairs of its member associations, which remain free to establish and maintain their own governance structures.
Article 1.3 Activities
Section 1.3.1 Mutual Assistance. The Association will encourage mutual assistance between member associations, in answering international inquiries from a national association on behalf of itself or its members.
Section 1.3.2 General Assistance. The Association will provide general assistance to national associations of human resource management if so requested, provided that no financial commitment is involved.
Section 1.3.3 Information Sharing. The Association will organize self-financing conferences, congresses and study visits; it will publish information and pursue all other objectives which directly or indirectly correspond to the aims of the Association.
Section 1.3.4 Representation. The Association will represent the North American human resource professional interests in the World Federation of Personnel Management Associations (WFPMA).
Article 2.1 Membership Categories
The association consists of full membership.
Section 2.1.1 Full Membership. Full membership may only be acquired by one or more national associations working within Canada, Mexico and the United States. In addition, the Board may grant Full membership to an association of a group of countries from the non-Spanish speaking countries of the Caribbean if they come together to be represented by a Regional body. For clarity, we will refer to these entities as “Member Associations”. In every case the aims and activities of full member organizations must be in harmony with those of the Association.
Section 2.1.2 Affiliate Membership. Affiliate membership may be granted to a Temporary body that comes together to represent a host of countries for which there is no present appropriate continental or regional federation. Affiliate membership is temporary in nature and has a validity of a maximum of 1 year. The aims and activities of affiliate member organizations must be in harmony with those of the national associations.
Article 2.2 Duties of Members
Section 2.2.1 Duties. All members are bound to fulfill their financial and other statutory obligations. In addition, full members are expected to establish and nurture relationships with other national organizations concerned with personnel and human resource management issues in their home country.
Section 2.2.2 Participation in Meetings. Meetings shall be conducted in person and virtually (e.g., via teleconference or web-cast). All members are required to participate in such meetings. In the case of failure to attend two (2) consecutive meetings of the Board without excuse accepted as satisfactory by the majority of the Board officers, such member shall be considered to have resigned.
Article 2.3 Application and Loss of Membership
Section 2.3.1 Application for Membership. Associations or organizations within North America or the Caribbean wishing to become members of the Association should submit a written application to the President of the Board demonstrating compliance with Article 2.1, Section 2.1.1. All membership applications shall be accompanied by the most recent annual report and accounts together with the current constitution and/or bylaws of the applicant.
Section 2.3.2 Loss of Membership. Membership can be canceled or suspended by decision of the NAHRMA Board if the member is more than one year in arrears with its financial obligations; if a member no longer meets the criteria defined in Article 2.1, Section 2.1.1; or if the member seriously infringes the aims and objectives of the Association. In all cases other than failure to meet financial obligations, three months notice shall be given to the member of the intention to invoke this Article unless the infringement, which should be specified, is remedied. Only if the infringement continues after this three-month period may membership be canceled.
Section 2.3.3 Resignation. Upon receipt of a written member resignation from the Association, the Board may by ordinary resolution accept any such resignation with immediate effect and waive the six months’ notice period herein set out, provided that the withdrawing member has paid all annual dues and satisfied all monetary obligations to the Association or has made adequate provision to the Association or has made adequate provision therefor in the opinion of the Board.
Article 3.1 The NAHRMA Board
Section 3.1.1 NAHRMA will be run by a duly elected Board. The Board is the supreme body of the Association and it is composed of up to four officers (see Article 3.2 below) plus two representatives (Delegates) (see Article 3.3 below) from each country or region, if countries have come together to be represented by a regional body, and appointed by each of the Member organizations. Each Board member will be entitled to one vote.
Article 3.2 Officers
Section 3.2.1 Role and Composition. The Officers constitute the executive body of the Association, with rights and duties to conduct the business of the Association with the powers vested in it by these articles of association. The Officers are comprised of the President, the Immediate Past President, and the Secretary/Treasurer. No more than 4 members of the Board may be from the same country, either by nationality or domicile, and the Presidency shall rotate among the Member associations. Each Member Association must have one Officer seat.
Officers are elected for terms of two years by the Board. The President is limited to one, two-year term, which is followed by a term as Immediate Past President for a total of four years. Total service as an Officer will be six years. Total service on the Board in all capacities is limited to ten years.
The President shall preside at all Board meetings. He/she shall be responsible for the strategic direction and overall activities of NAHRMA and for overseeing liaison with the Board.
The Secretary/Treasurer, at the request of the President or in his or her absence or disability, may perform any of the duties of the President. He or she shall have such other powers to perform such other duties on the Board or as the President may determine.
The Secretary/Treasurer, or a board approved secretariat shall be responsible for the preparation of a record of the proceedings of all Board meetings and of any other business meeting of NAHRMA.
Section 3.2.2 Authority. The President, with such consultation with such other Officers as the President shall consider appropriate, has the authority and is tasked to prepare the agenda for each Board meeting; the Officers are required to: (A) submit to the Board the annual report and accounts; (B) submit to the Board, for consideration and approval, a working program covering a specific period; (C) review and consider, and if appropriate, recommend the admission of new members; and (D) submit to the Board such other recommendations or proposals as may be appropriate. The Officers shall also have the authority to deal with matters not specifically assigned to Delegates in a manner consistent with the agreed aims, objectives and policies of the Association.
Article 3.3 Delegates
Section 3.3.1 There shall be two permanent representatives (Delegates) appointed by each Member Association to the Board of the Association in accordance with their normal governance procedures for a period of two years. Both delegates are entitled to vote. A member who is unable to attend may be represented at the Board through a written proxy or an alternate who has been appropriately informed and prepared to participate. The proxy, however, must relate to specific agenda items for which instructions in regard to voting must be in writing. A quorum shall be at least 50% of the voting members. All Officers have one vote each.
Section 3.3.2 Meetings. The Board will meet face to face at least once annually and at other times as scheduled by the President. In- person Board meetings shall be convened by the President with at least 30 days’ advance notice. The President may convene virtual meetings of the Board with a minimum of 14 days’ advance notice. The Board may by resolution approved by two thirds majority of the members of the Board waive any such notice period.
Section 3.3.3 Powers. The Board shall have the power, by majority vote of those present and voting unless otherwise specified herein, to decide on any action as may be appropriate to further the goals of the Association; on the admission and exclusion of members on the positive recommendations of the Officers; the election of a President and other Officers; determine the Association’s policies; take any action as may be appropriate to further the goals of the Association; and approve the Association’s budget, determine the amount of membership fees and control expenditures.
Section 3.3.4 Voting and Election Rights. Each Delegate attending a Board meeting on behalf of a Member organization has a single vote. Officers may also be nominated as Delegates by their national organizations in which case such delegate has two votes. Admission into membership and allocation to the applicable membership category requires a two-thirds majority of those present at the Board meeting who are entitled to vote. The same majority applies for the expulsion of members.
Section 3.3.5 Voting by Correspondence. The President of the Board may request that Members vote by correspondence, or electronic means, including fax, phone and electronic mail, if and when, in his or her considered opinion, a problem is not important enough to convene an extraordinary Board meeting. The President may also exercise such powers in the event an urgent decision is required. Such votes by correspondence will be conducted in such a manner that each delegate may be required to submit his or her vote, in writing, to the Secretariat within 14 days of receipt of a request for vote. A failure to vote, or a failure to positively abstain, shall be interpreted as approval of the proposal.
Article 4.1 Costs
Section 4.1.1 Costs. The costs of the Association will be covered by the Members of the associations which have NAHRMA Officers and Delegates. All activities such as conferences, seminars, study trips, et cetera, must be self-financing, and no financial commitment can be attached to the Association with respect to such activities.
Article 4.2 Membership Dues
Section 4.2.2 Dues. Each Member of the Association representing Canada, Mexico, and the United States shall equally share the annual cost of dues, as set by the WFPMA, which must be paid on behalf of the Association to the World Federation by the last day of August of every year. NAHRMA will not be held liable for any costs incurred in its name except with the specific prior consent of the Board.
Article 4.3 Remuneration
Section 4.3.1 Remuneration. NAHRMA shall not be responsible for compensation or expenses associated with Board participation. Expenses associated with Board participation will be the responsibility of the individual concerned or of the association they are representing.
Article 5.1 Revision of Bylaws and Dissolution
Any Officer or Delegate has a right to propose a total or partial revision to the Association bylaws, or dissolution of the Association. Any such proposed revision or provision to dissolve must be submitted to the President in writing at least 15 days before the next Board meeting. A decision on such revision or dissolution requires a majority of two-thirds of the full Board present and entitled to vote at the meeting. By two- thirds vote of all Board members, this requirement of 15 days’ notice may be waived.
Under normal circumstances the office of President and the hosting of the WFPMA bi-annual World Congress will rotate, in principle, among the Members in sequence, initially in the following order Mexico, Canada, USA.
(Bylaws approved on July 29, 2024)