About Us

BYLAWS

1. General

1.1 Article 1.1 - Denomination, composition and nature of the federation

(a) The official name is World Federation of People Management Associations (hereinafter 'WFPMA' or the 'Association').

(b) The WFPMA is a not-for-profit association independent of any employer, governmental, political or union organisation, with a strictly professional nature.

(i) the Asia Pacific Federation of Human Resource Management ('APFHRM');

(ii) the European Association for Personnel Management ('EAPM');

(iii) the Federacion Interamericana de Asociaciones de Gestion Humana ('FIDAGH'); and

(iv) the North American Human Resource Management Association ('NAHRMA').

These four hereinafter to be known as the four original full members, together with:

(v) the African Human Resources Confederation ('AHRC') (formed by the African Federation of Human Resource Management Associations ('AFHRMA'), and the Federation Africaine des Formateurs et Directeurs du Personnel ('AFDIP');

(vi) other qualified continental or regional federations of national people management associations; and

(vii) other federations or national associations for people management which are subsequently accepted into membership.

(d) The WFPMA has the three following categories of members:

(i) full members;

(ii) affiliated members and

(iii) Associate members

Full members: in each continent or region, only one federation of national professional people management associations can become a full member. Only full members shall have voting rights in the Association.

Affiliated members: national professional people management associations for which there is no present appropriate continental or regional federation may affiliate with the WFPMA, provided they can demonstrate that:

(iv) they are the leading independent professional people management organisation in their country;

(v) they have a substantial proportion of the professional HR practitioners in their country in membership;

(vi) they are of good professional standing and reputation in the field of people management;

(vii) they can support the required fees; and

(viii) they demonstrate a commitment to join with other neighbouring countries to form a regional or continental federation in accordance with WFPMA objectives.

Associate members: other organisations with a strong professional international people management involvement, such as world bodies or international federations in related fields, may be accepted into this category from time to time, subject to the approval of the WFPMA board.

Affiliate and Associate members do not have voting rights and will pay dues set by the WFPMA General Assembly.

1.2 Article 1.2 - Objectives and goals

The objectives and goals of WFPMA are as follows:

(a) to improve the quality and effectiveness of professional people management and development, and to enhance the value added from the Human Resources (“HR”) profession; by sharing information, knowledge and experience;

(b) to stimulate and assist in the establishment and development of regional and national people management associations;

(c) to create and maintain contacts with all WFPMA member associations, as well as with other organisations which have some activity in the same or a similar field;

(d) to support or represent people management associations where they are related to other world organisations;

(e) to commission or create, collect and disseminate research that broadens understanding of people management and development issues; and

(f) to stimulate and encourage the creation, development and growth of HR standards.

1.3 Article 1.3 - Activities

To achieve its objectives and goals, WFPMA will carry out activities that will be determined by the General Assembly, and delegated to the Board, and will include the development of a strategic operational plan.

2. Membership

2.1 Article 2.1 - Members' obligations

(a) All members shall comply with the following obligations:

(i) respect the WFPMA bylaws;

(ii) provide the WFPMA, its Board (Article3.2) and its officers (Article3.4) the necessary support to carry out their WFPMA accountabilities;

(iii) pay the membership fees when due each year to the WFPMA Secretary General;

(iv) pay the fees requested for participation in self-financing activities of the WFPMA; and

(v) pay any supplementary capital payments up to an annual amount that should not exceed the annual membership fee to cover balance sheet deficits.

2.2 Article 2.2 - Acquisition and loss of membership

(a) Membership of the WFPMA may only be acquired by bodies, as defined under Article1.1, respecting the conditions laid down in these bylaws. There is no legal right to become a member of the WFPMA.

(b) Bodies that wish to acquire membership should apply to the Secretary General, with proof that they comply with the conditions laid down in these bylaws.

(d) Membership can be suspended or cancelled by a two-thirds majority decision of the Board for any one of the following reasons:

(i) if a member no longer complies with the requirements and obligations set out in Article2.1; or violates any written policy of the Association,

(ii) if a member commits any serious infringement of the aims and objectives of the WFPMA or conducts itself in a manner which is materially detrimental to the Association; or

(iii) if a member is 90 days or more in arrears with any of its financial obligations to WFPMA; or

(iv) for any other reason which the Board considers to be reasonable, having regard to the purpose and objectives of the WFPMA.

In all cases, above, three months’ written notice shall be given to the member of the intention to invoke this Article unless the infringement, is capable of being remedied and is remedied. Only if the infringement continues after this three month period is the membership cancelled.

(e) Any member may withdraw from the WFPMA if it announces its withdrawal to the Secretary General in writing. The withdrawal may be announced at any time for the end of a month with a notice period of six months. There is no restitution or refund of fees and dues for membership of less than one year in cases of voluntary or involuntary cancellation of membership.

3. Organisation

3.1 Article 3.1 - The General Assembly

(a) The General Assembly is the supreme body of the WFPMA. The General Assembly will delegate the powers of running the affairs of the Association as appropriate to the Board.

(b) The General Assembly consists of all the members represented as follows:

(i) two representatives nominated from each of the initial five full members (i.e., APFHRM, EAPM, FIDAGH, NAHRMA, and AHRC) (hereinafter the 'Initial Five Full Members'); and

(ii) one representative nominated from each of any subsequent continental or regional federations of national people management associations that become full members;

(iii) in the event a Member Organization’s nominee is elected to President or Vice President, the member Organization may appoint another individual to serve as their nominee to attend and to vote at the General Assembly.

(d) Affiliated members will carry no vote at the General Assembly, but can attend as observers.

(e) Per legal requirements, the General Assembly will be convened at least once per year by providing a minimum of 30 days’ notice. Provisions will be made to facilitate virtual participation in the General Assembly to the extent possible. The General Assembly can take decisions only on the items on the agenda which are communicated in the written invitation.

(f) An Extraordinary Assembly can be convened through a vote of at least two-thirds of its members, through their representatives, and by providing the Secretary General at least 30 days’ notice of its intent to call an Extraordinary Assembly.

(g) The General Assembly is exclusively competent to decide on the following points:

(i) election of the officers of the Board as well as the Board;

(ii) dispensation of leaving Board members;

(iii) amend the objectives, and goals, as well as bylaws of WFPMA;

(iv) admission of new members; and

(v) cancellation of membership.

(h) The General Assembly shall decide on all matters by a majority vote of those present at the General Assembly, subject to a quorum of at least half the members, through their representatives, being present.

(i) A member's representative may be represented by proxy.

(j) Voting can take place virtually provided that the vote is received by the Secretary General prior to the date and time published for the General Assembly or Extraordinary Assembly as the case may be.

(k) Minutes shall be kept for each meeting of the General Assembly.

(l) The General Assembly shall decide on the following by a two-thirds majority of the votes of the General Assembly:

(i) the admission of new members;

(ii) the cancellation of membership;

(iii) the revision of bylaws, and

(iv) the dissolution of the Association.

(m) The President of the Board shall chair all meetings of the General Assembly. In the absence of the President, the General Assembly shall be chaired by the Vice President of the Board or in their absence, firstly the Secretary General and secondly the Treasurer.

3.2 Article 3.2 - The Board

(a) The Board is the executive body of the WFPMA that the General Assembly elects to run the general affairs of the Association. Other than the officers, the Board will consist of the same individuals as the member representatives that sit on the General Assembly.

The President shall chair all meetings of the Board. In the absence of the President, the Board shall be chaired by the Vice President or in their absence, the next available officer.

(b) The Board is composed as follows:

(i) Five officers (i.e., the President, the Vice President, the Immediate Past President, the Secretary General and the Treasurer) (see Article3.4 below);

(ii) two representatives from each of the Initial Five Full Members who also represent the concerned member at the General Assembly; and

(iii) one representative from each of any subsequent continental or regional federations of national people management associations which become full members who also represents the concerned member at the General Assembly.

(iv) the immediate past president will be an ex-officio member of the Board without any voting rights.

No more than three members of the Board may be from the same region, either by nationality or domicile, exclusive of the Officers.

The Board shall take all decisions and resolve all matters of the WFPMA and insofar the Board itself has not assigned them to any other bodies of the WFPMA. In particular, the Board represents the WFPMA in accordance with the powers conferred to it under these bylaws.

The two representatives of each of the Initial Five Full Members are appointed by the corresponding full members according to the provisions of these associations, and as noted in 3.1 above.

The representatives from each of any subsequent continental or regional federation of national people management associations that become full members are elected according to the provisions of these federations and as noted in 3.1 above.

(d) Each Board member will be entitled to one vote.

(e) Board members are limited to a maximum of four consecutive terms of two years each, unless an exception is provided by the General Assembly.

(f) A Board member who is unable to attend a Board meeting may be represented by a deputy to whom authority to participate and vote will have been delegated for that meeting only.

(g) The nominated officer of the host association organising the next World Congress will be invited to attend all meetings of the Board in a non-voting capacity.

(h) The Board shall normally meet at least twice a year with one meeting in person. Other meetings may be held on a virtual basis using appropriate technology. Meetings are called by the President at least 30 days in advance. They must be called within 20 days if four Board members including the Treasurer or Secretary General request it.

(i) The Board shall decide on all other matters that have been delegated to them by the General Assembly, by a majority vote of those present subject to a quorum of at least half the members being present, ie in particular:

(i) WFPMA’s policies;

(ii) any action as may be appropriate to further the goals of the WFPMA;

(iii) WFPMA’s budget, the level of membership fees and expenditure; and

(iv) any questions or disputes related to an application for affiliate and associate membership which has not been resolved by the officers.

(j) The Board members must manage, or supervise the management of, the activities and internal affairs of the Association and are authorised by the General Assembly to exercise all the powers of the Association and do all such acts and things as the Association may exercise and do. The Board members shall determine where the operations of the Association will be carried on.

(k) In addition to the right of the General Assembly to remove a member of the Board by an ordinary resolution at any time and for any reason, the Board may remove a Board member by a majority vote of two-thirds of the Board present at a meeting of the Board if: (a) the member of the Board no longer qualifies under applicable law to hold office as a member of the Board by reason of incapacity or has the status of a bankrupt; or (b) the member of the Board has failed in his or her duty to act honestly and in good faith with a view to the best interests of the Association or has failed to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

3.3 Article 3.3 - Committees

(a) The Board members may by resolution appoint one or more committees consisting of such Board members, or a combination of Board members and members in good standing, as they think fit and may delegate to any such committee between meetings of the Board such powers of the Board members (except the power to fill vacancies on the Board, the power to change the membership of or fill vacancies in any committee of the Board, the power to appoint or remove officers appointed by the General Assembly) subject to such conditions as may be prescribed in such resolutions. Specialist advisors who are not members may be appointed to such committees only by approval of the Board members.

(b) Unless the Board specifies otherwise by resolution, committees are advisory only to the Board. The Board has the power at any time to revoke or override any authority given to or acts to be done by any such committees, except as to acts done before such revocation or overriding, and to terminate the appointment or change the membership of a committee and to fill vacancies in it.

(c) All committees so appointed must keep regular minutes of their decisions, recommendations and reports, must cause the minutes to be recorded in books kept for that purpose and must report the minutes to the Board at such times as the directors may from time to time require.

3.4 Article 3.4 - Officers

(a) The officers of the WFPMA are the President, the Vice President, the immediate past President, the Secretary General and the Treasurer. Under normal circumstances, the presidency shall rotate among the full member federations, in sequence, initially in the following order: APFHRM, FIDAGH, EAPM, NAHRMA, and AHRC. The offices of the Secretary General and Treasurer are linked to the provision of a permanent Secretary General and Treasury function. This arrangement is subject to reconfirmation by the General Assembly every two years.

(b) The officers, other than the immediate Past President are elected by the General Assembly by a majority vote of those present subject to a quorum of at least half the members being present among the representatives of the full members.

Affiliated members are not eligible to hold office.

Officers are elected for terms of two years. The President can serve in that office for one term only.

All General Assembly members and Board members assume office at the end of the Annual General Meeting every second year, unless replaced by their regional federation during their period of WFPMA Board membership.

(i) prepare the agenda for the Board meeting;

(ii) submit to the Board the annual report and accounts;

(iii) submit to the Board, for consideration and approval, a working program covering a specific period;

(iv) submit to the Board such other recommendations or proposals as may be appropriate;

(v) deal with matters not specifically assigned to Board members in a manner consistent with the agreed aims, objectives and policies of the WFPMA;

(vi) recommend new members; and

(vii) consider and resolve any questions or disputes related to an organisation’s application for affiliate membership.

3.5 Article 3.5 - Secretary General

(a) The Society for Human Resource Management ('SHRM') shall serve as the permanent Secretary General until SHRM resigns or the General Assembly votes by a two-thirds majority to transfer the Secretary General to another organisation. SHRM may appoint staff to serve as Secretariat to assist in carrying out the duties of the office. Such staff may attend the Board of Directors and General Assembly meetings in a non-voting capacity as necessary and appropriate. Nothing in this paragraph shall preclude SHRM from serving in other capacities on the Board or the General Assembly.

(b) The responsibilities of the Secretary General are the following:

(i) work with the President to develop the agenda and materials for Board meetings and notify Board members of such;

(ii) maintain organisational records including minutes of meetings, bylaws and other legal documentation;

(iii) manage logistics for on-site board meetings and teleconferences;

(iv) manage website vendor to keep website regularly updated;

(v) send communications to members on behalf of the President and Treasurer;

(vi) respond to inquiries from members and non-members as they relate to applications for membership, including correspondence with potential members and related organisations;

(vii) manage World Congress Contract process and obtain necessary signatures;

(viii) liaise and provide support to biennial World Congress organisation, as stipulated in the contract; and

(ix) provide support in the ‘Georges Petitpas’ award selection process.

3.6 Article 3.6 - Treasurer

(a) A member of the Association selected by the Board shall serve as the permanent Treasurer until such time as the member resigns or the General Assembly votes by a two-third majority to transfer the Treasurer to another organisation.

(b) The responsibilities of the Treasurer are the following:

(i) manage WFPMA accounts - one Canadian Dollar account and one US Dollar account;

(ii) pay cheques through a selected e-banking system, manage relationship with bank, and manage investments;

(iii) prepare and distribute Treasurer’s reports for Board meetings; and

(iv) collect membership fees.

4. Conflicts of interest

Every Board member and member of the Association who is, directly or indirectly, interested in a proposed contract or transaction with the Association, or in a matter that is or is to be the subject of the consideration of the Board members which could result in the creation of a conflict with the Board member’s duty to the Association, must disclose fully and promptly the nature and extent of the interest or conflict by a notice or statement in writing, which such Board member must deliver to the other Board member of the Association.

5. Finance

5.1 Article 5.1 - Costs and liability

(a) The costs of the WFPMA will be covered by the membership fees.

(b) The assets of the WFPMA shall be liable for the WFPMA‘s debts. Such liability shall be exclusive. However, supplementary capital payments up to an annual maximal amount that should not exceed the annual membership fee per member shall be charged if necessary to cover balance sheet deficits.

(c) Costs of participation in meetings of the Board or of the officers are, in principle, covered by the member Federation or Association the Board member or officer represents.

(d) The costs associated with the Petitpas Award and the WFPMA website are covered by the WFPMA. Activities, such as conferences, seminars, study trips, etc, must be self-financing, and no financial commitment can be attached to the WFPMA in respect of such activities except with specific prior approval of the Board.

(e) The WFPMA will not be held liable for any costs incurred in its name except with specific prior approval of the Board.

(f) The Association shall, indemnify and hold harmless every person who has been, is now, or is in the future a Board member, officer, senior manager, or agent of the Association and their heirs and legal representatives against all expenses, including an amount paid to settle an action or satisfy a judgment, that they actually and reasonably incur in a civil, criminal or administrative action or proceeding to which they are subject by reason of being or having been a Board member, officer, employee or agent of the Association, including an action brought by the Association or a subsidiary of the Association.

5.2 Article 5.2 - Insurance

The Board may cause the Association to purchase and maintain insurance for the benefit of any person who is or was serving as a Board member, officer, employee or agent of the Association or any other entity, their heirs and personal representatives, against any liability incurred by them as such Board member, officer, employee or agent.

5.3 Article 5.3 - Auditor

The members may appoint an auditor or authorise a review arrangement with the Association accountants if the Association is eligible to do so, at each annual General Meeting of the Association for a term of office of one year (which appointment may be renewed thereafter). The auditor or accountant shall certify WFPMA’s annual accounts and provide the Board with a detailed report on the results of WFPMA activities, together with a proposal for approval. The auditor or accountant shall not be a Board member nor officer nor a member of the Association but can otherwise be a member of a national association which is not a direct member of the Association.

5.4 Article 5.4 - Remuneration

All persons serving the WFPMA shall do so without compensation. Reasonable expenses may be reimbursed if authorised in advance by the Board.

6. Revision of bylaws and dissolution of the Association

6.1 Article 6.1 - Bylaws

(a) Any Board member has a right to propose a total or partial revision of the bylaws. Any request for a revision should be submitted with an unabridged written text at least 30 days before the next Board meeting. A decision on such a revision requires a majority of two-thirds of the Board and must be approved by the General Assembly in accordance with Article3.1(l).

(b) Members are entitled to a copy of the bylaws.

(c) On being admitted to membership, on request, a member is entitled to, and the Association must provide such member with, a copy of the bylaws of the Association free of charge.

6.2 Article 6.2 - Dissolution

The same procedure as described in Article6.1 shall apply in respect of dissolution of the WFPMA.

7. Official language

The official language of the Association will be English.

8. Registered address jurisdiction

(a) The WFPMA’s domicile is in Vancouver, British Columbia, Canada

The WFPMA’s registered seat address is: 1800 – 1095 West Pender Street, Vancouver, BC Canada,V6M 3C2

(b) The place of jurisdiction for all matters arising between members and the WFPMA shall be Vancouver, British Columbia, Canada. WFPMA shall, however, be entitled to pursue its members at their registered address.

(Bylaws approved June 24, 2022)