ARTICLE I – NAME
The name of this organization shall be the Kentucky Public Human Resources Association, hereinafter referred to as the “Association” or “KPHRA”. A majority of the Board of Directors may approve, in a regular meeting, a new name for this organization, which name shall automatically be incorporated into the by-laws and any other official documents or correspondence of the organization.
ARTICLE II – PURPOSE
The purpose and objectives of this Association shall be to develop a better understanding of the duties and obligations of its members and to promote the improvement of personnel administration through professional development, resource sharing and issue clarification.
ARTICLE III – MEMBERSHIP
Individual membership shall consist of individuals whose primary responsibilities are to administer, coordinate or carry out the provisions of human resource management for any governmental entity or non-profit agency in the State of Kentucky. In addition, any person having a professional involvement in the personnel function of a governmental entity or non-profit agency in the State of Kentucky may also be a member. Membership shall also be extended to governmental jurisdictions and shall cover all persons who are responsible for administering, coordinating or carrying out the personnel functions in said jurisdictions, including elected officials.
The Kentucky Public Human Resources Association shall have two (2) membership classifications: 1) Active Membership and 2) Honorary Membership.
Active Membership: Membership in this classification shall include individuals and agencies in public human resource management, or those having significant professional involvement therein. An agency membership shall consist of up to three (3) individuals. A person may be admitted to active membership upon payment of required dues. Only active members may serve on the Board of Directors and participate in the certification program.
Honorary Membership: The Board of Directors may designate persons for Honorary Membership. An honorary member pays no dues and shall have no voting privileges.
ARTICLE IV – MEMBERSHIP DUES
The annual membership dues of the Kentucky Public Human Resources Association shall be due and payable by January 31 of each year.
Any new member joining in a given year will be required to pay the total membership amount. If the new member joins during the last three (3) months of the calendar year, their membership will run through the end of the proceeding calendar year. There shall be no membership fee for Honorary Members.
The treasurer may recommend annual membership fees to the Board of Directors. The Board shall establish annual membership fees for single and agency members.
ARTICLE V – VOTING PRIVILEGES
All active members who are current in payment of their membership dues and conference/workshop fees shall have equal voting privileges.
When applying for an agency membership, the agency shall list all individuals who are to be members. Upon payment of dues, agency membership can include up to three (3) members each having voting privileges and shall be specifically identified. In the event that a member resigns from the agency, another agency member may be designated to fill that membership.
ARTICLE VI – GOVERNING STRUCTURE
The Association shall consist of a Board of Directors made up of a President, a President-elect, an Immediate Past President, a Secretary and a Treasurer, and eight (8) directors, all with equal votes. All directors and officers shall be active members in order to qualify for office, and all officers shall serve without pay.
All officers must act in good faith and with reasonable care and must handle the affairs of the Association with prudence. Their relationship to the Association is one of trust, and they are bound to exercise the utmost good faith in transactions relating to his or her duties. Any officer failing to do so will result in forfeiture of their office by a 2/3 majority vote of the Board present. He or she is bound by restrictions in the by-laws and is liable for loss resulting from failure to observe those restrictions.
All business shall be conducted by the Board of Directors. A majority of the governing Board is necessary for the conduct of business. However, when necessary and required, action may be taken by the Executive Committee. The Executive Committee shall consist of the Officers of the Association, to include the President, President-elect, Immediate Past President, Treasurer, and Secretary. The Executive Committee shall be given authority by the Board of Directors to act on its behalf between regularly scheduled Board meetings on the issue(s) at hand. A full report of any actions taken by the Executive Committee shall be submitted to the Board of Directors at the next regularly scheduled Board meeting, unless the severity of the situation mandates earlier notification.
The term of office of the President, President-elect, Immediate Past President, Secretary and Treasurer shall be for one year, beginning on the first day of each calendar year. The President-elect shall succeed the President as the senior organization officer on the first day of each calendar year unless the President resigns, at which time the President-elect will become acting President for the remainder of the unexpired term of the President and their regular term of office. Should the President and President-elect vacate their offices, the Board is empowered to install, by majority vote, an acting President until the next election at which time a President and President-elect shall be installed in accordance with these by-laws. The term of office of the directors shall be for two (2) years, four (4) of them on a staggered basis, and each officer shall hold his or her office until his or her successor is elected and qualified.
No elective officer shall hold office after he/she ceases to be an active member. Neither the President nor President-elect may succeed himself/herself to the same office. The Secretary and Treasurer may be re-elected to a second one-year term. There is no limit to the number of consecutive terms one may serve as a director.
The President shall preside at and conduct all meetings of the Association, and shall have such other powers and duties as may be delegated to him/her by the Board of Directors, consistent with the provisions of these by-laws.
The President-elect shall perform the duties of the President during his/her absence. The President-elect may convene the planning and conferences committee and will serve as Chair. The President-elect also serves as Chair of the governance committee.
The Secretary shall keep the minutes and records of all meetings of the Association and shall take care of all correspondence thereof as directed by the Board.
The Treasurer shall administer all funds of the Association. The Treasurer shall keep an accurate accounting of all financial transactions of the Association, and shall submit at the annual meeting a full report of all receipts and disbursements made during the preceding year. The funds shall be kept in the name of the Association and in a bank convenient to the Treasurer and approved by the Board.
Checks shall require two signatures. The Board will authorize individuals to serve as signers on the KPHRA account. The Treasurer shall generate a check based on an original invoice. He or she shall forward the signed check with a copy of the invoice to the second signer. The second signer will review the copy of the invoice, if satisfactory, will then sign the check and forward the check and invoice to appropriate vendor. The signers on the KPHRA accounts shall be bonded for an amount determined by the Board. All disbursements shall be approved by the Board based on an actual or tentative cost for projects that are authorized. The Treasurer shall invoice previous members for their annual dues by January 1 of each year. The Treasurer chairs the finance committee.
At the Fall Conference, the incoming Treasurer and incoming President will audit the books. In the event one or both held any of the positions listed above, the President will name one or two other Board members to audit the books, to include any and all canceled checks and documentation. Results of the audit will be presented to the Board at the next regularly scheduled Board Meeting.
Except as otherwise provided, the powers and duties of the officers of this organization shall be such as by general usage are indicated by the titles of their offices. Vacancies in the offices of the President-elect, Secretary, and Treasurer shall be filled for the remainder of their terms of office by a majority vote of the Board of Directors.
Any vacancy in a director’s position shall be filled for the remainder of the term by recommendation of the President and majority vote of the Board of Directors. Prior to recommending an appointment, the President shall review the results of the last annual election and determine whether any nominees who received votes are willing and able to serve on the Board.
ARTICLE VII – MEETINGS
The Kentucky Public Human Resources Association shall hold one regular annual meeting to elect officers and board members and conduct such other programs as designated by the Board. Each member shall have one (1) vote for directors and officers at its annual meeting. One additional general meeting may be held approximately six months after the annual meeting. The Board should hold two of its required quarterly meetings in conjunction with these two general meetings. Proper notification of these two meetings shall be given to active members in writing at least ten (10) calendar days prior to the meeting. Two other quarterly meetings of the Board shall be called by the President.
Any director or officer who fails to attend three (3) consecutive board meetings may be replaced for the remainder of the term by majority vote of the board.
ARTICLE VIII – COMMITTEES
The organization shall consist of five standing committees as follows:
Certification: The membership of the Certification Committee shall consist of no less than three (3) and no more than five (5) members appointed by the President. The Chair of the committee shall be appointed by the President.
Membership: The membership of this committee shall consist of at least three persons, appointed by the President.
Planning and Conferences: The President-elect may convene the Planning and Conference Committee. The membership of this committee shall consist of at least three persons, the Chair of which shall be the President-elect.
Governance: The membership of this committee shall consist of at least five persons, the Chair of which shall be the President-elect. The past President and three members as appointed by the President shall also serve on this committee.
The President, or President-elect in the absence of the President, shall appoint additional members of the standing committees or other committees as necessary, such as bylaws, hospitality, newsletter and education committees.
ARTICLE IX – NOMINATIONS AND ELECTIONS
The Governance Committee shall confer at least two (2) months prior to the annual meeting and solicit nominations from all members for all officer and board member positions. Nominees shall be contacted to determine willingness and ability to serve on the Board, and if necessary, as an elected officer. In selecting a slate of nominees, the committee shall nominate officers who, in its best judgment, represent the preferred wishes of a majority of members submitting nomination forms.
The KPHRA administrator shall send an electronic ballot with the slate of nominees to be elected to the officer positions (President-elect, Secretary, Treasurer), and the other non-officer (Director) positions to be filled. In accordance with Article VI, at least four (4) non-officer positions are to be filled each year. Based on the number of non-officer positions to be filled, the candidates with the greatest number of votes shall be elected.
The deadline for returning and tabulating ballots shall be at least seven (7) calendar days prior to commencement of the annual meeting. The announcement of the results of the election shall be made by the President at the annual meeting. If a tie exists, the KPHRA administrator will send a second electronic ballot. The deadline for returning this ballot will be one (1) business day.
The President-elect shall retain the election results for reference in the event that any director or officer position become vacant during the year.
ARTICLE X – CERTIFICATION PROGRAM
The certification program for public personnel administrators provides an opportunity for individuals who have substantial responsibility for human resources management to develop professional and technical skills and officially document these skills.
Certification shall be limited to active members.
Separate guidelines and procedures for the KPHRA Public Personnel Administrators Certification Program have been adopted. The Board must approve any amendment to the guidelines and procedures.
ARTICLE XI – NEWSLETTER
The Association shall have a newsletter whose title, contents and publication times shall be determined by the Board.
ARTICLE XII – PARLIAMENTARY AUTHORITY
The rules contained in “Robert’s Rules of Order Revised” shall govern the proceedings of the Association in all cases in which they are applicable, and where they are consistent with the by-laws or the special rules or orders of this Association.
ARTICLE XIII – AMENDMENTS
These by-laws may be amended at any meeting of the Association by a two-thirds vote of the voting members present, provided that copies of the proposed amendments shall be given in writing to all members of record, at least twenty (20) calendar days prior to the meeting at which such amendment is to be acted upon.
(Bylaws revised 1985, 1987, November 5, 1992, November 4, 1993, November 1995, November 1996, November 1998, October 2002, November 2018 and November 2019.)
Note: Kentucky Intergovernmental Personnel Association “KIPA” name changed to Kentucky Public Human Resources Association (An Association for Personnel Professionals) “KPHRA” through action of its Board of Directors on January 19, 1996.