IPMA-HR Central Region

Bylaws
Bylaws are established by IPMA-HR Central Region to address basic activities of the organization and are considered to be the organization's internal manual for how it will operate.  The bylaws address basic activities, such as:

  • governance, such as whether the organization is controlled by a board or by its members
  • when and how board meetings will be held and conducted
  • how board members and officers will be appointed or elected
  • voting procedures, such as what constitutes a quorum  to make a board decision
  • how committees are created and discontinued
  • number of directors for the board, their required qualifications, and their terms of service
  • rules that govern conflicts of interest
  • how the bylaws can be changed or amended
 The current by-laws for the IPMA-HR Central Region are provided below and may also be accessed here.
 
 BYLAWS OF THE CENTRAL REGION OF THE

INTERNATIONAL PUBLIC MANAGEMENT ASSOCIATION

FOR HUMAN RESOURCES

 Amended and Approved by the Central Region on June 19, 2019

 

Preface: The Region’s purposes are legally established in its original Articles of Incorporation and all subsequent amendments, and any changes must be made there to be legally effective.  The purposes include:

The Region is organized to operate within the meaning of Section 501(c) (6) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. To this end, the Region shall exist to:

1.   Foster and develop interest in sound public sector human resources (“HR”) administration;

2.  Provide members who are actively engaged in the field of public sector HR administration with encouragement, assistance          and programs designed to provide for their professional growth and development;     

3.   Encourage affirmative programs that guarantee equal employment opportunity to all individuals; and

4.   Provide an identity and forum for all public sector HR professionals throughout the territorial limits of the Region. 

All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to these purposes.

Should the region decide to terminate its operations, the region will send any remaining funds in its treasury to IPMA-HR within 90 days of its dissolution.  The IPMA-HR may keep the funds in case the region is reformed in the future. 

ARTICLE I – VOTING MEMBERS

Section 1.  Voting membership.  Voting members shall meet the following qualifications:

All members of the International Public Management Association for Human Resources (IPMA-HR) located within the geographical boundaries of the Region automatically become voting members of the Region, and their Region membership eligibility continues as long as they remain members in good standing of IPMA-HR and maintain residence in the Region. The categories and privileges of membership as described in the IPMA-HR Bylaws shall also apply to membership in the Region. Notwithstanding the previous paragraph, an Officer on the Board of Directors in good standing who changes employment or residence to a field of work or to a geographical location which would not entitle the Officer to Region membership shall be entitled to complete the current program year with full membership rights, subject to the approval by majority vote of the Board of Directors of the Region.

A list of the voting membership of the Region shall be kept by the Secretary of the Region pursuant to Article III, Section 4 of these bylaws.

Section 2.  Voting rights.  Each voting member has one vote. All members shall be entitled to a vote in the election of the Region’s Board of Directors, as provided in these bylaws, and on any other matter the Board of Directors may bring before the members for a binding or non-binding vote.

Section 3.  Membership year and dues.  The Board of Directors shall have the right to determine the dues or other payments to be made by the members of the Region.  The membership year for the members of the Region shall be the same as the fiscal year of the Region.

Section 4.  Interest in property.  The members of the Region shall not, as such, have any right, title or interest in the real or personal property of the Region.

Section 5.  Resignation.  Any member may resign their membership at any time by giving written notice to the Board of Directors or to the Secretary.  Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  Any member who resigns membership shall not be entitled to a refund of any dues or other payments made to the Region.


ARTICLE II – BOARD OF DIRECTORS

Section 1.  Appointment or election.  Except as otherwise provided herein, the Board of Directors of the Region shall consist of natural persons in a number no less than six and not to exceed ten.  The elected Officers on the Board of Directors of the Region shall be the Immediate Past President, President, President-Elect, Treasurer, Secretary and Regional Representative to the Executive Council, who shall be nominated for office in the manner provided in Section 3 of this Article, and elected in accordance with Article III. The Immediate Past President and President shall typically come from the ranks of President Elect and President but shall also be included on the ballot as part of the election at the annual business meeting.

The President may also appoint, with the approval of the elected Officers on the Board of Directors, up to an additional four (4) individuals to serve as non-voting members of the Board of Directors. Such individuals shall be:

a)       Appointed for up to a one-year term,

b)       Active members of a local Chapter of IPMA-HR within the Region, if one exists, and

c)       Active members of the IPMA-HR.

Section 2. Qualifications for Elected Officers on the Board of Directors. To be nominated, elected and to continue to hold office as President, Immediate Past President, President-Elect, Treasurer, Secretary or Regional Representative to the Executive Council, an individual must meet the membership requirements of Article I, Section 1.  In addition, the Regional Representative must be a member of IPMA-HR or its predecessor for no less than three years and must have a current certification from IPMA-HR.

Section 3. Nominating Committee. The elected Officers on the Board of Directors shall appoint a Nominating Committee and shall designate a chair.  This appointment shall be publicized in a notice prior to the annual meeting of the Region and such notice shall request the general membership as defined in Article I to submit names in nomination. The Nominating Committee shall consider recommendations of candidates for President-Elect, Treasurer (every other year), Secretary and, when so directed by the President, a Regional Representative to the Executive Council (every three years) and President if the office of President-Elect was vacated during the previous term.  Prior to the time of but not later than the day preceding the annual business meeting, the Nominating Committee shall present to the President a slate of at least one candidate for each office to be filled.  This shall be done in sufficient time to allow the President to disseminate the list of nominees with their qualifications prior to the annual meeting.  Additional nominations may be made from the floor at the annual meeting by any member eligible to vote, provided that the qualifications of the persons nominated are made available.  Each person nominated must consent to the nomination.

Section 4.  Terms.  The term of office of the Immediate Past President, President, President-Elect and Secretary- shall normally be for one year from the date of election, or until their successors have been elected and installed.  The term of office of the Treasurer shall normally be for two years from the date of election, or until a successor has been elected and installed.  The term of office of the Regional Representative to the Executive Council shall be for three years, beginning January 1 following the election. The President-Elect shall automatically serve a term as President upon the completion of their term as President-Elect.  If the President-Elect is appointed to the presidency as a result of a vacancy, they shall complete that term and serve another full term as President.  The President shall automatically serve a term as Immediate Past President upon the completion of their term as President. In order to provide continuity of operations, ideally, elected Officers will progress from Secretary or Treasurer to President-Elect.  Therefore, the Executive Board positions may require up to a five-year commitment.

Section 5.  Removal and vacancies.  Any Director may at any time be removed with or without cause by a majority vote of all voting Directors then in office, at any regular or special meeting of the Board. 

Any vacancy occurring because of the death, resignation or removal of a Director shall be filled in accordance with the process described below:

a. If the office of President should become vacant, the President-Elect shall serve as Acting President for the unexpired portion of the President’s term.

b. If the office of Immediate Past President should become vacant, the position of Immediate Past President shall remain vacant for the unexpired portion of the Immediate Past President’s term.

c. If the office of the President-Elect should become vacant, the Treasurer shall serve as President-Elect for the unexpired portion of the President-Elect’s term.

d. If the office of Treasurer should become vacant, the Secretary shall serve as Treasurer until the next regular election or a person who meets the qualifications, as provided in Section 1 of this Article, may be appointed by the voting members of the Board of Directors of the Region for the unexpired portion of the Treasurer’s term.

e. If the office of Secretary should become vacant, the position may remain vacant for the unexpired portion of the Secretary’s term or a person who meets the qualifications, as provided in Section 1 of this Article, may be appointed by the voting members of the Board of Directors of the Region for the unexpired portion of the Secretary’s term.  If the office of Secretary should remain vacant, the Treasurer shall perform the responsibilities of the Secretary position for the remainder of the term.

f.  If the Regional Representative position on the Board of Directors should become vacant, the vacancy shall be filled temporarily by action of the President of the Region with the approval of a majority of the Board of Directors members until the next regularly scheduled Region election, when the unexpired term of such a vacancy shall be filled by the members in the manner provided in Article III.

g. In the event of simultaneous vacancies in the office of President and President-Elect, the Immediate Past President shall serve as President until the next regular election.

Section 6.  Interim board.  Until the first annual meeting to be held after the adoption of these Bylaws, the Board of Directors of the Region shall be comprised of the natural persons enumerated in the attached Exhibit A, incorporated by reference and made a part of these Bylaws.  A vacancy occurring because of the death, resignation or removal of a Director on the interim board shall be filled by the remaining Directors.

ARTICLE III – MEETINGS OF THE MEMBERS

Section 1.  Annual business meeting.  The annual business meeting of the Region’s members shall normally be held as part the Annual Conference of the Region, as designated in the notice thereof, during the month of June, at a date and time to be determined by the Board of Directors.

Section 2.  Special meetings.  Special meetings of the members of this Region may be called at any time (a) by the President, (b) by the Board of Directors, (c) upon written request of one percent, or fifty (whichever is less), of the voting members of this Region.  Anyone entitled to call a special meeting of the members may make a written request to the President to call the meeting, who shall thereafter give notice of the meeting, setting forth the time, place and purpose thereof, to be held no later than ninety days after receiving the request.  If the President fails to give notice of the meeting within thirty days from the date on which the request is received by the President, the person or persons who requested the meeting may fix the time and place of the meeting and give notice in the manner provided below.  If a special meeting is demanded by the members, the meeting shall be held in the county where the President is located.  The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting.

Section 3.  Notice.  Written notice of each meeting of the members, stating the time and place, shall be mailed, postage prepaid, not less than five nor more than sixty days before the meeting, excluding the day of the meeting, to each member of this corporation at the last known address of the member.  Notice may also be given by fax, directed to a telephone number at which the member has consented to receive notice; by email, when directed to an email address at which the member has consented to receive notice; or by any other form of electronic communication by which the member has consented to receive notice, when directed to the member. Any member may waive notice of a meeting before, at or after the meeting, orally, in writing, or by attendance.  Attendance by the member at a meeting is deemed a waiver by the member unless an objection is proffered by such individual to the transaction of business because the meeting is not lawfully called or convened, or an objection is made before a vote on an item of business because the item may not lawfully be considered at that meeting and the member does not participate in the consideration of the item at that meeting.

Section 4.  Members list for meeting.  The Board of Directors shall fix a date not more than sixty days before the date of a meeting of the members as the date for determination of the members entitled to notice of the meeting; if the Board fails to set such a date, the date shall be the sixtieth day before the date of the meeting.  After fixing a record date for the meeting, the Secretary shall prepare a list of the names (in alphabetical order) and addresses of each member entitled to vote at the meeting.  Beginning two business days after notice of the meeting is given, the list shall be available at the principal office of this Region for inspection and copying on written demand by any member (or the agent or attorney of any member), at the member's expense, for the sole purpose of communication with other members concerning the meeting.  The list shall be made available through the date of the meeting and at the meeting.

Section 5. Voting, proxy voting and quorums.  The presence of at least one percent of the voting members shall constitute a quorum at any meeting thereof.  If a quorum is not present, the members present and entitled to vote at any meeting may take no official action.  If a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment.  A majority of the total number of votes held by the members present and entitled to vote at any meeting at which a quorum is present must be cast to transact any business.  When any meeting of the members is adjourned to another time and place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken. 

Section 6.  Written or electronic ballot.  An action that may be taken at a regular or special meeting of members may be taken by written or electronic ballot without a meeting in accordance with the procedure set forth in Minnesota Statutes Section 317A.447, or its successor.

Section 7.  Unanimous Action without a Meeting.  An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the members entitled to vote on that action.  The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those members, unless a different effective time is provided in the written action.  Any filing made with the Minnesota Secretary of State reflecting action taken without a meeting must state that the action was taken pursuant to Minnesota Statutes Section 317A.445, or its successor. 

Section 8.  Remote Communication for Meetings.  Meetings of the members may be held solely by one or more means of remote communication, if notice of the meeting is given to every member entitled to vote as provided in Section 3 of this Article III, and if the number of voting members participating in the meeting is sufficient to constitute a quorum at a meeting.  Participation by a member remotely constitutes presence at the meeting.  If a meeting of members is held entirely remotely, the meeting must conform to the requirements of Minnesota Statute Section 317A.450, or its successor.

ARTICLE IV – MEETINGS OF THE BOARD OF DIRECTORS

Section 1.  Regular meetings.  Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be determined by resolution of the Board.  After the time and place of such regular meetings have been so determined, no notice of such regular meetings need be given.  Meetings may be held elsewhere, or at alternative times, if the notice of the meeting clearly provides so. 

Section 2.  Special meetings.  Special meetings of the Board of Directors for any purpose or purposes shall be called by the President or at the written request of any Director. The business transacted at all special meetings of Directors shall be confined to the subject(s) stated in the notice, unless all Directors of the Region are present at such meeting and consent to the transaction of other business.

Section 3.  Notice of Meetings; Waiver of Notice.  A Director may call a board meeting by giving at least five days’ notice to all Directors of the date, time and place of the meeting.  Notice given of a special meeting must state the purpose(s) of the proposed meeting.  Notice of board meetings may also be given by fax, directed to a telephone number at which the member has consented to receive notice; by email, when directed to an email address at which the member has consented to receive notice; or by any other form of electronic communication by which the member has consented to receive notice, when directed to the member.  A Director may waive notice of a meeting of the Board, and such waiver is effective whether given in writing, orally, or by attendance.  Attendance by a Director at a meeting is a waiver of notice of that meeting, unless the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting.

Section 4.  Quorum.  A majority of voting Directors currently holding office is a quorum for the transaction of business, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, except where otherwise provided by statute or these Bylaws.  If a quorum is present when a duly called or held meeting is convened, the Directors present may continue to transact business until adjournment, even though the withdrawal of Directors originally present leaves less than the proportion or number otherwise required for a quorum.

Section 5.  Meetings solely by means of "remote" communications and/or participation by "remote" communication. Any meeting among Directors or a committee of the Board of Directors may be conducted solely by one or more means of remote communication (defined in the next sentence), if all so participate by such means, the same notice is given of the meeting as is required for those not undertaken by remote communications, and a quorum is present; for other meetings, any Director or committee member may participate by conference telephone, or if the Board so authorizes, by other means of remote communication.  Remote communications are those made via electronic communication, conference telephone, video conference, the Internet, or other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.  Participation in a meeting by that means constitutes presence at the meeting.

Section 6.  Written action (action without meeting). An action, other than an action requiring member approval, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of Directors that would be required to take the same action at a meeting of the Board at which all Directors were present.  The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of Directors, unless a different effective time is provided in the written action.  All Directors must be notified immediately of the text of the written action and its effective date.  A Director who does not sign or consent to the written action is not liable for the action.

ARTICLE V – OFFICERS

Section 1.  Officers.  The Officers of this Region shall consist of, at minimum, a President, Immediate Past President, President-Elect, Treasurer, Secretary, and Regional Representative to the Executive Council. The Officers will carry out the responsibilities noted in Sections 4 through 9 below, all of whom shall be chosen by the voting members of the Region’s membership.  The elected Officers of the Region shall be the Immediate Past President, President, President-Elect, Treasurer, Secretary and Regional Representative to the Executive Council, who shall be nominated in the manner provided in Article II, Section 3.

Section 2.  Method of selection.  The Regional Representative to the Executive Council, President Elect, Treasurer and Secretary shall be elected by voting members as provided by Article III. The Immediate Past President and President shall typically come from the ranks of President Elect and President but shall also be included on the ballot as part of the election at the annual business meeting. 

Section 3.  Tenure of office and removal.  Unless noted otherwise, the term of office of each of the offices of this Region shall be for one year or until the election of successors.  Any Officer may be removed at any time prior to the expiration of their term by affirmative vote of a majority of the Directors.  Any vacancy occurring in an executive office shall be filled as provided by Article II, Section 5.

Section 4.  President.  The President shall conduct the business of the Region in accordance with these bylaws and rules of the Region and shall chair the Board of Directors.  The President shall preside at all business sessions and shall appoint all Region committees including the Audit Committee. The President may also appoint up to four appointed non-voting members to the Board of Directors. The President shall have general active management of the business of the Region ; when present, preside at meetings of the board; see that orders and resolutions of the board are carried into effect; sign and deliver in the name of this Region, contracts, or other instruments pertaining to the business of the Region, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by this Region’s organizational documents or by the board to another Officer or agent of the Region; maintain records of and, when necessary, certify proceedings of the board; and perform other duties prescribed by the board.

Section 5.  Secretary.  The Secretary shall record and keep the Region's records and minutes, fulfill the usual duties required by such office, and perform such other duties and exercise such other powers as may from time to time be imposed upon that position by resolution of the board. The Secretary will also coordinate the business affairs of the annual meeting of the Region, assist the President-Elect in their role as program chair, provide assistance as needed to the Treasurer and submit reports of Region proceedings and activities to the headquarters office of the IPMA-HR.

Section 6.  Treasurer.  The Treasurer shall keep accurate financial records for the Region; deposit money, drafts, and checks in the name of and to the credit of the Region in the banks and depositories designated by the board; endorse for deposit notes, checks and drafts received by the Region as ordered by the board, making proper vouchers for the deposit; disburse corporate funds and issue checks and drafts in the name of the Region, as ordered by the board; and upon request, provide the President and the board an account of transactions by the Treasurer and of the financial condition of the Region.. The Treasurer, subject to the direction of the Board of Directors, shall also render to the President responsible for that the Annual Conference a complete itemized report of all receipts and disbursements after the close of the annual meeting, for subsequent submission to, and subject to the approval of an Audit Committee.

Section 7. President Elect. The President-Elect shall act in the absence of the President.  The President-Elect shall serve as program chair for the annual regional conference and perform such other duties as the President shall prescribe.

Section 8. Immediate Past President. The Immediate Past President shall serve as a member of the Board of Directors with the primary function of being an advisor.  The Immediate Past President shall be expected to assume additional duties in the event of a vacancy on the Board of Directors.  The additional duties are to be mutually agreed upon by the President and Immediate Past President with the concurrence of a majority of the Board of Directors.

Section 9. Regional Representative to Executive Council of IPMA-HR. The Regional Representative shall represent the Region on the Executive Council, be a voting member of the Board of Directors, and submit a report at the annual meeting on those activities of IPMA-HR which affect the organization.

ARTICLE VI – COMMITTEES

Section 1.  Authority.  The Board of Directors may act by and through such committees as may be specified in resolutions adopted by a majority of the voting members of the Board of Directors.  Each such committee shall have such duties and responsibilities as are granted to it from time to time by the Board of Directors, and shall at all times be subject to the control and direction of the Board of Directors.  Committee members need not be Directors.

Section 2. – Appointments. The President shall appoint such committees as may be deemed necessary for the proper conduct of the Region and the Annual Conference.

Section 3. – Responsibility. Each appointed committee shall be responsible for carrying out the charge made to the committee by the President of the Board of Directors.

It shall be the responsibility of the Audit Committee to submit a report in writing to the Board of Directors following review of the Region’s financial accounts.

No committee shall create any financial liability for the Region unless such expenditure shall have been approved both as to purpose and amount by the Board of Directors.

Section 4. – Term of Office. All appointments to committees, except the Audit Committee, shall terminate following the close of the annual business meeting for which they were appointed and submission of the committee reports.  The term of office for members of the Audit Committee shall terminate following the completion of its audit of the Region’s financial records for the specific fiscal year and submission of its written report to the Board of Directors.

ARTICLE VII – CONFLICT OF INTEREST/INDEMNIFICATION

Section 1.  Director conflicts of interest.  The Region shall not enter into any contract or transaction with (a) one or more of its Directors, Officers, or a member of the immediate family of its Director or Officer, (b) a Director or Officer of a related organization, or a member of the immediate family of a Director or Officer of a related organization, or (c) an Region in or of which the Region's Director or Officer, or member of the immediate family of its Director or Officer, is a Director, Officer, legal representative or has a material financial interest; unless the material facts as to the contract or transaction and as to the interest of the Director(s) or Officer(s) are fully disclosed or known to the Board of Directors, and the Board of Directors authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote of a majority of the Directors (not counting any vote that the interested Director or Officer might otherwise have, and not counting the interested Director or Officer in determining the presence of a quorum.)  The Board of Directors shall adopt a policy specifying procedures to be followed by the Region to approve any transactions where a conflict exists.  However, failure to comply with this Section shall not invalidate any contract or transaction to which this Region is a party.

Section 2.  Conflicts of interest:  relevant definitions of relevant parties and interests.  For purposes of the prior section, “immediate family” encompasses the following individuals:  spouses, domestic-partners-in-fact, parents, children, children’s spouses or children’s domestic-partners-in-fact, siblings, spouses or domestic-partners-in-fact of siblings, aunts, uncles, first cousins, step-parents and step-children.  “Domestic-partner-in-fact” is used with respect to those designated as the intended life partner of an individual or otherwise identified as being related to that individual through intended long-term ties of love, affection, responsibility, and commitment common to those undertaken in marriages recognized by the State, regardless of whether such relationship is defined by or otherwise recognized by any governmental authority.  Per Minnesota law, “material financial interest” encompasses, but is not limited to, an individual's relationship to an organization with respect to which rights of the individual exist, whether or not yet vested, for payment of dividends, profit-sharing, compensation, reimbursement of expenses, repayment of obligations or other liabilities, from the organization, but for purposes of the prior section  “material financial interest” does not include fixing the compensation of the Director or fixing the compensation of another Director as a Director, Officer, employee, or agent of the Region, even though the first Director is also receiving compensation from the Region.

Section 3.  Conflict of interest policy.  The need for a conflict of interest policy that staff members, Officers, and Directors shall adhere to is established by Section 1 of this Article.  Such policy shall be established and annually reviewed by the Board of Directors. 

Section 4.  Insurance.  The Region may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or member of a committee of the Region against any liability asserted against such person and incurred by such person in any such capacity.

Sections 5 thru 7 of this Article (concerning indemnification) are incorporated by reference from the separate Attachment A to these bylaws. 

ARTICLE VIII – MISCELLANEOUS

Section 1.  Fiscal year.  The fiscal year of the Region shall be from July 1 to June 30.

Section 2.  Amendment.  Any provisions of these bylaws may be suspended or amended by a majority vote of the Region members present and voting at any session of an annual or special meeting of the members of the Region, due notice in writing of the proposed suspension or amendment having been given at least one day prior to the annual meeting and, in the event of a special meeting, ten days prior. 

Section 3. Organization. The Region shall consist of all categories of members of the IPMA-HR who are located within the geographical boundaries of the Region, as demarcated by the Executive Council of IPMA-HR.  The Region shall also include members of Region Chapters who are not members of the IPMA-HR. 

Section 4. Relationship to Association. The Region shall take no action that is contrary to the bylaws and policies of the IPMA-HR.

Section 5. Region Policies and Procedures. The Region has adopted a number of policies and procedures as described in Attachment B to these bylaws.

ATTACHMENT A

Section 5.  Indemnification:  Coverage.  To the full extent permitted by any applicable law, and subject to the procedural limitations noted in Section 7, following, this Region shall indemnify each person made or threatened to be made a party to any threatened, pending or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of this Region, against the expenditures enumerated in Section 6, herein, by reason of the former or present capacity of the person as:

(a)  a Director, Officer, employee, or member of a committee of this Region, or

(b)  a governor, Director, Officer, partner, trustee, employee or agent of another Region (including employee benefit plans), who while a Director, Officer, employee, or member of a committee of this Region, is or was serving another organization at the request of this Region, or whose duties as a Director, Officer, employee, or member of a committee of this Region involve or involved such service to another organization.

Section 6.  Indemnified expenditures.  Indemnification is mandatory, if, with respect to the acts or omissions of the person complained of in the proceeding, the person:

6.1 has not been indemnified by another Region or employee benefit plan for the same liability described in the preceding paragraph with respect to the same acts or omissions;

6.2 acted in good faith;

6.3 received no improper personal benefit and section 317A.255 of Minnesota Statutes, as now enacted or hereinafter amended, regarding conflicts of interest, has been satisfied;

6.4 in the case of a criminal proceeding, did not have reasonable cause to believe the conduct was unlawful; and

6.5 in the case of acts or omissions occurring by a Director, Officer, employee, or member of a committee of this Region acting in such official capacity, reasonably believed that the conduct was in the best interests of this Region, or in the case of acts or omissions occurring by a Director, Officer, employee, or member of a committee of this Region who is or was serving another Region at the request of this Region, or whose duties as a Director, Officer, employee, or member of a committee of this Region involve or involved such service to another organization, reasonably believed that the conduct was not opposed to the best interests of this Region.

Section 7.  Indemnification:  Eligibility, advances, and ancillary recovery.  Any indemnification realized other than under this Article shall apply as a credit against the indemnification provided herein.

7.1 Determination of eligibility for indemnification payments or advances shall be made in accord with section 317A.521, Subd. 6 of Minnesota Statutes, as now enacted or hereinafter amended.  In essence, same provides that whether a person is entitled to payment or reimbursement of expenses in advance of the final disposition of the relevant proceedings shall be made:   

7.1.1 By the board by a majority of a quorum; Directors who are at the time parties to the proceeding are not counted for determining a majority or the presence of a quorum;

7.1.2 If a quorum under 7.1.1 cannot be obtained, by a majority of a committee of the board, consisting solely of two or more Directors not at the time parties to the proceeding, duly designated to act in the matter by a majority of the full board including Directors who are parties;

7.1.3 If a determination is not made under 7.1.1 or 7.1.2, by special legal counsel, selected either by a majority of the board or a committee by vote constituted under 7.1. 1 or 7.1.2, respectively, or, if the requisite quorum of the full board cannot be obtained and the committee cannot be established, by a majority of the full board including Directors who are parties;

7.1.4 If a determination is not made under 7.1.1-7.1.3 preceding, by the members with voting rights, other than members who are parties to the proceeding; or

7.1.5 If an adverse determination is made under 7.1.1-7.1.4 preceding, or 7.2 following, or if no determination is made within 60 days after the termination of a proceeding or after a request for an advance of expenses, by a court in this state, which may be the court in which the proceeding involving the person's liability took place, upon application of the person and notice the court requires.

7.2  With respect to a person who is not, and was not at the  time of the acts or omissions complained of in the proceedings, a Director, Officer, or person having, directly or indirectly, the power to direct or cause the direction of the management or policies of the Region, the determination whether indemnification of this person is required because the criteria in Section 5 of this Article has been satisfied and whether this person is entitled to payment or reimbursement of expenses in advance of  the final disposition of a proceeding under section 317A.521, Subd. 3 of Minnesota Statutes may be made by an annually appointed committee of the board, having at least one member who is a Director (said committee shall report at least annually to the board concerning its actions.)  

ATTACHMENT B

The following Region policies and procedures will be in place unless amended by the members of the Board of Directors or by a vote of the Region’s members.  The following can only be amended by a unanimous vote of the voting members of the Board of Directors or by a simple majority of the Region’s membership.

Section 1. Patrick A. Parsons Training Scholarship. The Region shall administer and offer the annual Patrick A. Parsons Training Scholarship Award.  The scholarship provides a means to advance the professional growth of a public sector human resources professional who otherwise could not participate in the Region’s annual conference.  Contingent upon available regional funds, the Patrick A. Parsons Training Scholarship Award consists of one registration to the IPMA-HR Central Region Training Conference and reimbursement of up to $750.00 in travel-related expenses for hotel, airfare and ground transportation (or mileage at the federal per diem rate not to exceed the value of an airline ticket). To be eligible for the Patrick A. Parsons Training Scholarship, applicants must be a member of the Region as defined in Article 1.

Section 2. Conferences and Expenditure of Region Funds.

a)   Annual Conference: The Region may pay the registration fee and associated travel costs, including but not limited to airfare and hotel costs for any member of the Region’s Board of Directors who is unable to receive funding from their employer or chapter to attend the annual conference.  Meals and incidentals will be handled on a per diem basis, in accordance with federal per diem guidelines.  Costs associated with personal purchases, including but not limited to souvenirs, alcohol, clothing and gifts, will be the personal responsibility of the individual Board of Director member attending the conference.  The expenditure of Region funds to attend the Annual Conference is subject to review and approval of the President. The President’s decision will be based on merit including the individual contributions of each Board of Director Committee member seeking Region funds to attend the Annual Conference.

b)   Annual Conference Site Visit(s) The President will designate up to three (3) members of the Board of Directors to perform site visit(s) in preparation for the Annual Conference.  In making the designation, the President shall select those members most knowledgeable about conference and venue requirements and contract negotiations.  The Region will pay the travel costs, including but not limited to airfare and hotel costs for those members unable to receive funding from their employer or chapter to attend the site visit.  Meals and incidentals will be handled on a per diem basis, in accordance with federal per diem guidelines.  Costs associated with personal purchases, including but not limited to souvenirs, alcohol, clothing and gifts, will be the personal responsibility of the individual Board of Director members attending the site visit(s).

c)   IPMA-HR International Training Conference: The Region will pay the registration fee and associated travel costs, including but not limited to airfare and hotel costs, plus the federal per diem rate for meals and incidentals, for the President of the Region (or their designee) who is unable to receive funding from their employer or chapter to attend the international training conference. The Region will pay the registration fee and up to $1500 in travel-related expenses for hotel, airfare and the federal per diem for meals and incidentals costs for the President-Elect of the Region (or their designee) who is unable to receive funding from his/her employer or chapter to attend the international training conference. Costs associated with personal purchases, including but not limited to souvenirs, alcohol, clothing and gifts, will be the personal responsibility of the individual attending the conference.

Section 3. Other Member Classifications and Associated Benefits. The Region will also recognize the following membership classifications along with the benefits described herein:

a) Honorary Life Members of IPMA-HR: The registration fee for the Annual Conference of the Region will be waived for Honorary Life Members of the IPMA-HR, except that fees will be assessed for meals and social activities. Honorary Life Members of IPMA-HR are also entitled to vote on matters of the Region.

b) Barbara Sundquist Distinguished Service Award Members: The full registration fee for the Annual Conference of the Region will be waived for Barbara Sundquist Distinguished Service Award Members starting the year after the award is received. President, Past President, President Elect, Treasurer, Secretary and Region Representative to the Executive Council.

EXHIBIT A - INTERIM BOARD OF DIRECTORS

1.       Lori Briggs (President, 2017-2018 Central Region Board of IPMA-HR)

2.       Charles J. Bernardy (Past President, 2017-2018 Central Region Board of IPMA-HR)
3.     Amy Strough (President Elect, 2017-2018 Central Region Board of IPMA-HR)
4.     Sunshine Petrone (Treasurer, 2017-2018 Central Region Board of IPMA-HR)
5.     Jennifer Gabbard (Secretary, 2017-2018 Central Region Board of IPMA-HR)
6.     Rebecca Salter (Executive Council Representative, 2017-2018 Central Region Board of IPMA-HR)

 

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