About IHRCA

The IHRCA is an Association dedicated to promoting the use and understanding of the role of the Independent Human Resource Consultant. Our mission is to provide the business community with the most cost effective Human Resource solutions by accessing the combined knowledge and expertise of seasoned multi-disciplined Independent Human Resource consulting professionals. Bound by a code of ethical conduct, our members are committed to providing the highest level of service to clients. Additionally, we provide ongoing professional development and resources for our members.

General Contact Information

Telephone 781-444-2228 Postal address 815 Webster Ave. Needham, MA 02492 E-Mail info@ihrca.com

By-Laws

Effective 7/17/97

Article 1

This Association is to be known hereafter as the Independent Human Resource Consultants Association (IHRCA).

Article 2 - Mission Statement

This Association is formed for the following purpose: IHRCA is an Association dedicated to promoting the use and understanding of the role of the Independent Human Resource Consultant. Our mission is to provide the business community with the most cost effective Human Resource solutions by accessing the combined knowledge and expertise of seasoned multi-disciplined Independent Human Resource consulting professionals. Bound by a code of ethical conduct, our members are committed to providing the highest level of service to clients. Additionally, we provide ongoing professional development and resources for our members.

Article 3 - Membership

Membership shall be available to Human Resource professionals whose primary source of income is derived from an independent consulting practice. Membership may be granted to individuals who have a minimum of five (5) years of professional Human Resource experience, at least one (1) of which has been as an independent human resource consultant. IHRCA promotes and fosters the spirit of Equal Opportunity. Membership shall be available to individuals who meet the necessary membership criteria without regard to race, color, creed, sex, age, national origin, religion, veteran status, or status as a disabled veteran or Vietnam Era Veteran, marital status, sexual orientation or disability. Membership is considered for those individuals who posses the requisite experience and have completed and submitted the following: a. An IHRCA application for membership b. A current resume and/or company literature which includes resume data c. A biography (not longer than 1 page) d. 3 client references e. A business statement of purpose f. A check made payable to IHRCA for the membership fee must accompany a through e above. Upon proof and satisfactory submission and completion of a-f above, the Membership Committee will evaluate an individual's eligibility for membership. Membership may or may not be granted based upon a majority vote of the Membership Committee. Any candidate whose application for membership has been denied, may request a review of their status by the Board of Directors. Requests must be in writing and postmarked within 30 days of being notified of membership denial.

Article 4 - Dues

Dues shall be established by the Board of Directors. Dues are payable annually and must be submitted to the Treasurer not later than September 1st each year. Dues shall be for the fiscal year of September 1 through August 31 the following year. Any Consultant who applies for and is granted initial membership after March 1 of the Associations' fiscal year may pay a pro-rated membership fee determined by a vote of the Board of Directors. Associate Member: Any IHRCA member whose independent status has changed may continue as an Associate Member. An Associate Member would otherwise be entitled to all benefits of membership afforded a member except s/he may not vote, hold office or obtain consulting leads. Should the Associate Member allow his/her membership to lapse, s/he must reapply for membership in accordance with current membership requirements. Only members whose dues are considered current, not in arrears, shall be entitled to hold office and vote, when applicable. Only Members who have paid their dues in full shall be provided access to any consulting leads and shall be allowed to participate in all IHRCA business development or distribution of assets.

Article 5 - Duties of the Officers and the Board of Directors

a. The Board of Directors shall attend to the day to day operation of the Association. Any Officer or Board member who does not attend regularly scheduled or special meetings or carry out their assigned duties and responsibilities during any fiscal year of the Association can be replaced, with or without cause, by a majority vote of the Board of Directors at a regularly scheduled Board of Directors Meeting or special meeting of the Board of Directors announced for that purpose. b. The President shall: • preside over all Board of Directors, regular membership and special meetings. • oversee the day to day operations of the Association. • act as spokesperson for the Association. • appoint committee members and/or chairpersons. • function as liaison with clients and/or members. • be a liaison for the Association with other associations or organizations. • in the event of a tie vote on any issue, act as the tie breaking vote. • have authorization to schedule a meeting of the Board of Directors or a special membership meeting, with proper notice. • make appropriate presentations to prospective clients on behalf of the Association membership, when necessary. c. The Treasurer/Finance Director shall: • oversee the overall financial aspects of the Association such as, but not limited to, accounts receivable, accounts payable, checking and savings accounts of the Association etc. • have signature authority for disbursement and collection of funds on behalf of the Association. • purchase necessary materials, equipment or other assets necessary for the effective and efficient operation of the Association. • be responsible for and subject to periodic audits of and accounting for the Association's financial records and assets either by internal or external sources. • be responsible and accountable for asset management of the Association's assets. • prepare appropriate budgets for the Association in a timely manner. • make appropriate presentations to prospective clients on behalf of the Association membership, when necessary. d. The Communications Director/Association Clerk shall: • in the absence of the President, become acting President until such time as the President is available. • prepare and distribute notices of meetings of the Association. • record the votes and actions of the meetings of the Board of Directors, general meetings and special meetings. • record attendance of Directors • prepare and distribute minutes of meetings as appropriate. • prepare information, news releases and, when appropriate, distribute same to members, clients or the general business community. • ensure consistent and accurate distribution of Association actions to members, clients or the general business community, as appropriate. • maintain a written record of the Association. • make appropriate presentations to prospective clients on behalf of the Association membership, when necessary. e. The Membership Director shall: • act as Chairperson of the Membership Committee. • develop programs and activities for recruiting new members. • develop and update membership rosters to ensure the integrity of lead distribution. • be the liaison between the members of the Association and the Board of Directors regarding issues, concerns and ideas. • make appropriate presentations to prospective clients on behalf of the Association membership, when necessary. f. The Marketing Director shall: • manage the development, preparation and distribution of Association collateral and other promotional materials. • coordinate and track the consulting leads generated on behalf of the members and the Association. • ensure timely distribution of leads, as appropriate. • develop new markets for IHRCA member consultants and the Association and follow up and follow through with potential consulting assignment leads. • develop and maintain appropriate tracking system for all potential consulting assignment leads. • provide "Marketing Communications" expertise for the Association • make appropriate presentations to prospective clients on behalf of the Association membership, when necessary.

Article 6 - Government and Elections

Board of Directors: The Board of Directors shall be comprised of the President, Treasurer/Finance Director, Communications/Association Clerk, Director, Membership Director, Marketing Director and two generally elected Directors. The government of the Association shall be vested in the Board of Directors who shall be elected by the members at the Annual Meeting in September of each year. The Board of Directors shall consist of the President, Treasurer/Finance Director, Communications Director, Membership Director, Marketing Director and two Directors elected from general membership. At the discretion of the Board of Directors two additional Directors selected from the general business community may be elected. The two generally elected Directors and the Directors from the general business community will each serve two year terms. One from each group will be up for reelection or replacement each year, thus staggering the departure and/or arrival of Directors to the Board of Directors. Vacancies on the Board of Directors shall be filled by a vote of the remaining Board of Directors. A majority vote of those Directors present and voting shall prevail. The appointed person shall serve the remainder of the term of the person whose vacancy is being filled or until the next general election.

Article 7 - Terms of Office

Members of the Board of Directors may serve no more than two consecutive terms in the same elected capacity. Members who have served the maximum number of successive terms may not succeed to that position again until such time as another member has served a full term.

Article 8 - Committees

The President, with the concurrence of the Board of Directors, shall appoint such committees as deemed necessary for the efficient and effective operation of the Association. The President, with the concurrence of the Board of Directors, shall also appoint such special committees as may become necessary for special occasions or purposes.

Article 9 - Public Information

Members of committees may not publish or otherwise make a public statement or take a stand on any question or issue in the name of the Association until the report of such committee has been approved by the membership at a meeting called for the purpose with due notice. The Communications Officer is responsible for notifying the "public" regarding the Association and its decisions, etc.

Article 10 - Scheduled and Special Meetings

The meetings of the Association shall be held every other month beginning in September. The location of the scheduled meetings shall be determined and announced by the Board of Directors. Special Meetings may be called at the discretion of the Board of Directors and/or the President. Notice of Special Meetings must be mailed to members and be postmarked at least 14 calendar days prior to the scheduled date.

Article 11 - Amendments

The By-Laws or any one of them may be altered, amended, added to or repealed by a vote of 2/3 of the members present and entitled to vote at any annual, special or regular meeting of the members after due notice (see Article 10 above) to the members of intended change. Unless agreed to by a majority vote of the members present and entitled to vote, votes shall be taken by the counting of raised hands method.

Article 12 - Dissolution

In the event of the dissolution of this Association, its physical assets, tangible and intangible, shall be liquidated by the Board of Directors and divided among the paid up members of record, by a 2/3 vote of all members present at a meeting called for this particular purpose. These By-Laws approved by a unanimous vote of all members present at a meeting called for this particular purpose on July 17, 1997.