Bylaws 2017-07-31T21:38:09+00:00


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Article I – Name and Affiliation

Section 1: Name.
National Native American Human Resources Association (herein referred to as NNAHRA).

Article II – Membership

Section 1: Associate Membership.
The qualifications for membership in the NNAHRA shall be open to those individuals actively employed in human resources or other employment with a Native American tribe or tribal enterprise. To achieve the mission of the Association there shall be no discrimination in individual memberships because of race, religion, sex, age, national origin or handicap. Memberships are individual and are not transferable.

Section 2: Student and Corporate Members.
Individuals who are actively enrolled in post secondary education or individuals or companies operating independently as a consultant, or business vendor of materials, supplies or services, and whom are not employed with a Native American tribe or tribal enterprise. Student and Corporate members may not vote or hold office in the Association.

Section 3: Application for Membership and Fees.
Application for membership shall be included on the annual NNAHRA conference registration form. Membership is valid for a one (1) year period from the date of enrollment. Membership outside the conference is available at a yearly fee as established by the board, and shall be effective from the date of enrollment.

Section 4: Voting.
Each Associate member shall have the right to cast one vote on each matter brought before a vote of the members. Student and Corporate members shall have no right to vote.

Section 5: Disciplinary Actions.
Any member may be expelled, suspended, or otherwise disciplined by the Association for unprofessional conduct or abuse of membership in accordance with criteria and procedures established and approved by the Board of Directors.

Article III – Meeting of Members

Section 1: Annual Meetings.
The annual meetings of the members for electing the Board of Directors and conducting other association business shall be conducted during the annual conference, with the date, place and notification format determined by the Board of Directors. A written notification of the annual meeting shall be provided each association member, no less than 45 days prior to the date scheduled.

Section 2: Quorum.
Members holding fifteen (15) percent of the votes entitled to be cast shall constitute a quorum. The vote of the majority of the members present at which a quorum is present shall be necessary for the adoption of any matter voted on by the members.

Section 3: Conduct of Meetings Held.
The meetings of the NNAHRA shall be governed and conducted utilizing Robert’s Rules of Order. The President shall have the authority to maintain order and discipline in all meetings conducted by the Association.

Article IV – Board of Directors

Section 1: Board of Directors Membership.
The Board of Directors shall consist of seven (7) persons elected as Officers or Members at Large. The Board officers are the President, Vice President, Treasurer, and Secretary. Three additional Members at Large shall be elected from among the eligible membership.

Section 2: Board of Directors Qualifications.
All candidates for the Board of Directors must be current associate members of the NNAHRA at the time of nomination and election.

Section 3: Powers and Duties.
The Board of Directors shall be the governing and policy making body of the Association and shall have responsibility for supervising the activities of the Association. The Board may delegate certain of its duties and functions, but such delegation shall not abrogate or vitiate its powers and responsibilities. The Board shall submit to the membership any matters which, in the judgment of the Board, require approval of such membership.

Section 4: Board of Directors’ Responsibilities.
The Board of Directors shall transact all business of the Association except as prescribed otherwise in the Article of Incorporation or Bylaws. An associate member in good standing may request the President to place on the agenda of the next regular meeting, any action taken by the Board of Directors.

Section 5: Meetings of the Board.
(a) The Board shall meet as often as necessary, but no less than once quarterly. Meetings of the Board shall be called by the Secretary of the Association at the request of the President or an Officer acting temporarily in their place. (b) Notice of a meeting may be provided in writing, by email, telephone or facsimile, at least 2 weeks prior to the scheduled meeting. (c) Meetings of the Board may be held on-site dependent on meeting location and travel costs or by conference call, provided that in the case of any vote taken by telephone, the Secretary shall request and confirm from each voting member, written confirmation within thirty (30) days. The Secretary shall ensure compliance with such voting and that once confirmed, shall become official Board action. (d) Committees shall be formed and disbanded by the Board of Directors based upon the needs of the association. A committee shall select its own chairperson. Committee actions must be presented to and sanctioned by the Board of Directors.

Section 6: Quorum and Voting.
A majority of the Board of Directors shall constitute a quorum sufficient to transact any business coming before the Board. For matters involving financial obligations by the association, the quorum must include at least two (2) officers of the board.

Section 7: Resignation, Removal and Replacement of Officers.
(a) The Board of Directors shall be authorized to accept the resignation of any officer. (b) The Board of Directors shall be authorized to remove officers for cause, by two thirds (2/3) vote of the Board of Directors.

Section 8: Reimbursement.
The members of the Board of Directors shall not be reimbursed for expenses in connection with activities of the Board unless such payments are pre-authorized and sanctioned by the Board. All reimbursements shall comply with the fiscal policies as established by the Board.

Section 9: Elections.
All Board of Directors shall be elected by the members at the annual conference. To promote continuity of association business, board elections shall be staggered, with the board Officer positions (excluding the Treasurer) elected each odd year and Members at Large positions (including the Treasurer) elected each even year. Each elected Board member shall assume office within thirty (30) days following the election and shall hold office for two years, or until their successor is elected and takes office.

Section 10: Vacancies.
The President, with the consensus of the Board, may fill any vacancy in the Board for the remaining term with any associate member in good standing.

Article V – Duties and Responsibilities

Section 1: Duties of Officers, General Provisions.
In addition to the duties specifically provided herein the officers shall undertake such duties as are appropriate to their titles and as established in policies and procedures of the Association. NNAHRA membership must be maintained during the tenure of all elected Board members, including payment of membership fees.

Section 2: The President.
The President shall preside at the meetings of the members and of the Board. The President, with the consensus of the Board, shall direct the business of the Association and the affairs and transactions of the NNAHRA.

Section 3: The Vice President.
The Vice President shall serve as Chair of the Membership Committee. The Vice-President shall encourage membership growth and shall maintain the official membership roster of the Association. The Vice-President shall serve as President during absences and at Board direction.

Section 4: The Treasurer.
The Treasurer shall be responsible for the financial transactions of the Association. The responsibilities shall include financial accounting, fiduciary responsibilities, and financial reports to the Board. The Treasurer shall prepare for and arrange the annual audit of the accounts and other reports as directed by the Board. The Treasurer shall be responsible for membership billing and shall perform other fiscal duties as the Board may require.

Section 5: The Secretary.
The Secretary shall be responsible for recording, summarizing and distributing the minutes of all association meetings. The Secretary shall be responsible for notifying members of upcoming meetings. The Secretary shall be responsible for coordinating the various activities associated with the Association’s newsletter, including mailing.

Article VI – Conflict of Interest

(a) Any member of the Board of Directors or a Committee who has a financial or fiduciary interest in, or the appearance of such an interest in, a matter which comes before the Board or any Committee, shall bring such genuine or apparent conflict of interest, to the attention of the Board, or such Committee, and shall abstain from voting on such matter unless it is determined that no conflict of interest exists. Any person who has knowledge of such genuine or apparent conflict of interest on the part of any member of the Board or any Committee, may also bring such conflict or interest to the attention of the Board or such Committee, orally, or in writing, and the member of the Board or Committee shall abstain from voting on the matter unless it is determined that no conflict of interest exists. (b) When any member of the Board or a Committee, or an interested third party, brings to the attention of the Board or Committee, the claim that a genuine or apparent conflict of interest exists, the Board or Committee shall vote to determine whether an actual conflict of interest exists. If the majority of those voting determine that, in fact, a conflict does exist, the member with the conflict of interest shall abstain from voting on the matter. If the majority votes that no conflict of interest exists, the member may vote on the matter.

Article VII – Statement of Ethics

The NNAHRA adopts a Code of Ethics for members of the Association in order to promote and maintain the highest standards among its members. Each member shall honor, respect and support these ethics. The Association shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors. No member shall actively solicit business from any other member at Association meetings or through the use of information provided to them as a member of the Association without the approval from the Board of Directors. As a member of the National Native American Human Resource Association, the Member is pledged to:

  • Exemplify positive professional and personal conduct.
  • Strive for personal growth in the field of human resource management.
  • Support the Association’s goals and objectives for developing the human resource management profession and encourage Human Resource Development as a career.
  • Encourage their employer to make the fair and equitable treatment of all employees a primary concern.
  • Strive to make their employer educated, knowledgeable and updated in current Human Resource development and related issues.
  • Refrain from using their official position, either regular or voluntary, to secure special privilege, gain or benefit for themselves.
  • Maintain the confidentiality of privileged information.
  • Improve public understanding of the role of human resource management.

This Code of Ethics for members of the National Native American Human Resource Association has been adopted to promote and maintain positive personal and professional conduct among its membership. By joining the Association, a member espouses this Code, thereby assuring public confidence in the integrity and service of human resource management professionals.

Article VIII – Amendment of Constitution and Bylaws

Section 1: Amendment by Membership.
The Bylaws may be amended, repealed, or altered, in whole or in part, and additional Bylaws may be adopted, by a majority of the voting members at an annual business meeting, special meeting, or through a mail ballot to eligible members. All mail ballots must be requested within the notification period and returned by scheduled meeting date.

Article IX – Exempt Status Provisions

Section 1: Restrictions on Activities.
Notwithstanding any other provisions of the Bylaws, the Association shall not carry on any activities not permitted to be carried on by an association exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code of (1986), or any successor provision. Section 2: Dissolution. In the event of dissolution, the residual assets of the Association will be turned over to one or more organizations which themselves are exempt as organizations described in sections 501(c)(6) and 170(c)(2) of the Internal Revenue Code of (1986) or corresponding sections of any future Internal Revenue Code, or the Federal, State, or Local government for exclusively public purpose.

Article X – Liability, Indemnification and Remuneration

Section 1: Liability and Indemnification.
In the absence of fraud or willful misconduct, the officers and directors shall not be personally liable for its debts, obligations, or liabilities; and the Association shall indemnify any employee, officer, and director or any person who may have served at its request as an officer, and director, whether for profit or not for profit, against claims or expenses actually and necessarily incurred in connection with the defense of, or any liability arising from any action, suit, or proceeding of any nature arising out of our connection with association activities. Such indemnification shall not be deemed exclusive of any other rights to which such officer/director be entitled under any Bylaws, agreement, vote of the Board of Directors or members, or otherwise. The Association may purchase and maintain insurance on behalf of any person who is an officer, or director, against any liability asserted against him/her in any such capacity as stated in the immediately preceding paragraph. Indemnification by the Association will cover all amounts above and beyond policy coverage or items not included in coverage except fraud or willful misconduct.

Section 2: Remuneration.
With the exception of services provided under certain contractual agreements, all members of the Board of Directors, and all other members serving as unpaid volunteers, may be reimbursed only for actual out-of-pocket expenses incurred when performing authorized Association duties. Payments for contractually purchased service shall be determined by the specific contract, the awarding of which shall be governed by sound fiscal management policies.