Chapter By-laws
ARTICLE
1
NAME AND AFFILIATION
Section 1.1: Name. The name
of the Chapter is Society for Human Resources Management in Tompkins County (herein referred to as the "Chapter"). To avoid
potential confusion, the Chapter will refer to itself as SHRM TC, and not as SHRM or the Society for Human Resource Management.
Section 1.2: Affiliation.
The Chapter is affiliated with the Society for Human Resource Management (herein referred to as "SHRM").
Section 1.3: Relationships.
The Chapter is a separate legal entity from SHRM. It shall not be deemed to be an agency or instrumentality of SHRM or of
a State Council, and SHRM shall not be deemed to be an agency or instrumentality of the Chapter. The Chapter shall not hold
itself out to the public as an agent of SHRM without express written consent of SHRM. The Chapter shall not contract in the
name of SHRM without the express written consent of SHRM.
ARTICLE
2
PURPOSE
The purposes of this Chapter, as a non-profit
organization, are:
i. to provide a forum for the personal and professional development of our members;
ii. to provide an opportunity to develop leadership, managerial, public speaking and group decision-making
skills;
iii. to provide an arena for the development of trust relationships where common problems can be discussed
and deliberated;
iv. to provide an opportunity to focus on current human resource management
issues of importance to our members;
v. to provide a focus for legislative attention to state and national human resource management issues;
vi. to provide valuable information gathering and dissemination channels;
vii.
to provide a pool of human resource management leaders for
perpetuation of the Chapter and of SHRM;
viii.
to serve as an important
vehicle for introducing human resource management professionals to SHRM;
ix. to serve as a source of new members for SHRM; and
x. to serve as part of the two-way channel of communications between SHRM and the individual members.
The Chapter supports the purposes of SHRM,
which are to promote the use of sound and ethical human resource management practices in the profession and:
a. to be a recognized world leader in
human resource management;
b. to provide high-quality, dynamic and responsive
programs and service to our customers with interests in human resource management;
c. to be the voice of the profession on
human resource management issues;
d. to facilitate the development and guide the
direction of the human resource profession; and
e. to establish, monitor and update standards
for the profession.
ARTICLE
3
FISCAL YEAR
The fiscal year of the Chapter shall be
the calendar year.
ARTICLE
4
MEMBERSHIP
Section 4.1: Qualifications for
Membership. The qualifications for membership in the Chapter shall be as
stated in Sections 4.3, 4.4, and 4.5 of this Article. To achieve the mission of the Chapter there shall be no discrimination
in individual memberships because of race, religion, sex, age, national origin, disability, veteran's status, or any other
legally protected class.
Section 4.2: Non-transferability
of Membership. Membership in the Chapter is neither transferable nor assignable.
Section 4.3: Individual Membership.
Membership in the Chapter is held in the individual's name, not an organization with which the member is affiliated.
Section 4.4: Members. Membership shall be open to those individuals who are engaged as one or more of the following:
(a) practitioners of human resource management; (b) certified by the Human Resource Certification Institute; (c) faculty members
holding an assistant, associate or full professor rank in human resource management or any of its specialized functions at
an accredited college or university; (d) full-time consultants with experience practicing in the field of human resource management;
(e) full-time attorneys with experience in counseling and advising clients on matters relating to the human resource profession;
and/or (f) individuals who do not meet the qualifications of the other classes of membership, but who demonstrate a bona fide
interest in human resource management and the mission of the Chapter.
Section 4.6: Student Members.
Individuals who are actively enrolled in human resources or related degree programs at the college or university level.
Section 4.7: Application for
Membership. Application for membership shall be on the Chapter application form.
New members shall be afforded full membership rights from the date the application is received.
Section 4.8: Voting. Each
member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Student Members are not eligible to vote.
Section 4.9: Dues. The Board
of Directors, prior to the mailing of renewal notices, shall establish annual membership dues for the next year.
ARTICLE
5
MEMBER MEETINGS
Section 5.1: Regular Meetings.
Regular meetings of the members shall be held each month or as determined by the Board of Directors.
Section 5.2: Annual Meetings.
The annual meeting of the members for electing Directors and Officers, and conducting other appropriate business shall be
held in November or at such other time as determined by the Board of Directors.
Section 5.3: Special Meetings.
Special meetings of members shall be held on call of the President, the Board of Directors or by members having one-twentieth
of the votes entitled to be cast at such meeting.
Section 5.4: Notice of Meetings.
Notice of all meetings shall be given to all members at least ten calendar days prior to the meetings.
Section 5.5: Quorum. Members
holding one-tenth of the votes entitled to be cast, represented in person or by absentee ballot, shall constitute a quorum.
ARTICLE
6
BOARD OF DIRECTORS
Section 6.1: Power and Duties.
The Board of Directors (also referred to as the "Board") shall manage and control the property, business and affairs of the
Chapter and in general exercise all powers of the Chapter.
Section 6.2: Officers. The
following shall be members of the Board of Directors and shall be Officers of the Chapter: President, Vice President, Treasurer,
and Secretary.
Section 6.3: Composition of the
Board of Directors. Along with the Officers listed in Section 6.2 of this Article, the Board of Directors shall also
include Core Leadership Area Directors and the Past President. These shall constitute the governing body of the Chapter. Additional
Core Leadership Area Directors shall be nominated by the President and elected from among the eligible membership as members
of the Board of Directors, should new Core Leadership Areas be established by SHRM.
Section 6.4: Qualifications.
All candidates for the Board of Directors must be members of the chapter in good standing at the time of nomination or appointment
and for their complete term of office. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout
the duration of his/her term of office.
Section 6.5: Election - Term
of Office. Officers and Directors shall be elected by the members at the annual meeting of the membership from the proposed
slate by the Board of Directors. Each elected Officer and Director shall assume
office on January 1 following his/her election and shall hold office until his/her successor is elected and takes office. Chapter Officers shall hold office for a two-year term and Directors shall hold office
for a one-year. Officers and Directors may not be elected to serve more than
two (2) consecutive terms in the same position.
Section 6.6: Vacancies.
Any vacancy in the Board may be filled for the unexpired term by appointment of the President with the consent of the Board
of Directors.
Section 6.7: Quorum. A simple
majority of the total Board of Directors shall constitute a quorum for the transaction of business. The act of a majority
of the Board of Directors present at any meeting at which there is a quorum, either in person or by conference call, or by
electronic communications shall be the act of the Governing Body, except to the extent that applicable state law may require
a greater number.
Section 6.8: Board of Directors'
Responsibilities. The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in
these Bylaws or other governing instruments of the Chapter. A member in good standing may request the President to place on
the agenda of the next regular Board of Directors meeting any action for consideration by the Board of Directors.
Section 6.9: Removal of Director
and Officer. Any Officer or Director may be removed from office, with cause, upon an affirmative vote of two-thirds of
the entire Board of Directors at a duly constituted Board of Directors meeting. The Officer or Director shall be entitled
to a due process hearing prior to any termination action being imposed.
ARTICLE 7
DUTIES
AND RESPONSIBILITIES
The responsibilities of each member of
the Board of Directors shall be as outlined in the position descriptions maintained by the Secretary and distributed to the
Chapter Board. The position descriptions are subject to change as deemed necessary by the President and/or the Chapter Board.
Section 7.1: The President.
The President shall preside at the meetings of the members and of the Board. He/she shall direct the Chapter and have charge
and supervision of the affairs and business of the Chapter, subject to the ultimate management authority of the Board of Directors.
He/she shall serve as Chair of the Program Committee. This responsibility includes programs conducted at all regular meetings
of the members, social functions, and any workshops and/or seminars sponsored by the Chapter as determined by the Board. He/she
shall have the authority to appoint sub-committees to plan and implement the activities associated with the program year.
He/she shall maintain liaison and be a current member in good standing of SHRM throughout the duration of his/her term of
office.
Section 7.2: The Vice President.
The Vice President, at the request of the President or in his/her absence or disability, may perform any of the duties of
the President. He/she shall have such other powers and perform such other liaison duties as the Board or the President may
determine. He/she shall encourage Chapter and SHRM membership growth and provide leadership in this area. The chapter requires the Vice President to be a current member in good standing of SHRM during his/her
entire term of office.
Section 7.3: The Treasurer.
The Treasurer shall be responsible for the financial affairs of the Chapter, including all required filings. These responsibilities
shall include financial reports to the Board and coordinating arrangements for the annual examination audit of the accounts
as may be required by the Board. He/she shall be responsible for membership billing, and shall maintain the official membership
roster of the Chapter. He/she shall also perform such other duties as the President may determine. The chapter requires the
Treasurer to be a current member in good standing of SHRM throughout the duration of his/her term of office.
Section 7.4: The Secretary.
The Secretary shall be responsible for recording the minutes of all the Board meetings of the Chapter, and shall coordinate
all communications for the Chapter. The chapter requires the Secretary to be
a current member in good standing of SHRM throughout the duration of his/her term of office.
Section 7.5: Core Leadership
Area (CLA) Directors. Core Leadership Area Directors shall have such powers and perform such liaison duties as the Board
or the President may determine. The responsibility includes awareness sessions and initiatives in the particular CLA as determined
by the President and the Board. He/she shall have the authority to appoint sub-committees to plan and implement the activities
associated with the CLA for the year. The chapter recommends each CLA Director
to be a current member in good standing of SHRM throughout the duration of his/her term of office.
Section 7.6: Past President.
The Past President shall serve as an advisor to the President, and fulfill such duties as requested by the President and/or
Board of Directors. The chapter recommends the Past President to be a current member in good standing of SHRM throughout the
duration of his/her term of office.
ARTICLE
8
COMMITTEES
Section 8.1: Committees.
The establishment of both standing and ad-hoc committees shall be the right of the Board of Directors and/or the President.
Section 8.2: Committee Chairpersons.
Appointment of Chairpersons to committees is the sole responsibility of the President. The Chairperson and the President will
seek interested members to participate in committee activities.
Section 8.3: Committee Activity.
Committees are established to provide the Chapter with special ongoing services, such as Membership, Programs, Professional
Development, Communications, Marketing/Public Relations, etc.
ARTICLE
9
STATEMENT OF ETHICS
The Chapter adopts SHRM's Code of Ethical
and Professional Standards in Human Resource Management for members of the Association in order to promote and maintain the
highest standards among our members. Each member shall honor, respect and support the purposes of this Chapter and of SHRM.
The Chapter 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 Chapter meetings without the approval from the Board of Directors.
ARTICLE
10
PARLIAMENTARY PROCEDURE
Meetings of the Chapter shall be governed
by the rules contained in Robert's Rules of Order (newly revised) in all cases to which they are applicable and in which they
are consistent with the Law and the Bylaws of the Chapter.
ARTICLE
11
AMENDMENT OF BYLAWS
The Bylaws may be amended by a majority
vote of the members present at any meeting at which a quorum exists and in which required notice has been met, provided that
no such amendment shall be effective unless and until approved by the SHRM President/CEO or his/her designee as being in furtherance
of the purposes of the SHRM and not in conflict with SHRM bylaws. Any motion to amend the bylaws shall clearly state that
it is not effective unless and until approved by the SHRM President/CEO or his/her designee.
ARTICLE
12
CHAPTER DISSOLUTION
In the event of the chapter's dissolution,
the remaining monies in the Treasury, after chapter expenses have been paid, will be contributed to an organization decided
upon by the Board of Directors at the time of dissolution (e.g. the SHRM Foundation, a local student chapter, the State Council,
an HR degree program, or other such organization or charity with purposes consistent with those of the Chapter).
ARTICLE
13
WITHDRAWAL OF AFFILIATED CHAPTER STATUS
Affiliated chapter status may be withdrawn
by the President/CEO of SHRM or his/her designee as a representative of the SHRM Board of Directors upon finding that the
activities of the Chapter are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status,
the Chapter shall have an opportunity to review a written statement of the reasons for such proposed withdrawal and an opportunity
to provide the SHRM Board of Directors with a written response to such a proposal within a thirty (30) day period. In addition,
when the Chapter fails to maintain the required affiliation standards as set forth by the SHRM Board of Directors, it is subject
to immediate disaffiliation by SHRM. After withdrawal of Chapter status, the SHRM Board of Directors may cause a new Chapter
to be created, or, with the consent of the President/CEO of SHRM and the consent of the body which has had Chapter status
withdrawn, may re-confer Chapter status upon such body.
ARTICLE
13
TERMS USED
As used in these Bylaws, feminine or neuter
pronouns shall be substituted for those of the masculine form, and the plurals shall be substituted for the singular number
in any place where the context may require such substitution or substitutions. Note* These revised bylaws are not effective
until approved and signed by SHRM CEO or designee
Approve of by the Board of the Chapter
and signed by:
Chapter President: Judith
Drake Date: 9/12/06
Approved by:
SHRM President/CEO or President/CEO
Designee: Gail E Alduch, /12/06, Keith Greene,
12/12/06
Ratified by the Membership of Chapter and
signed by:
Chapter President: Judith C. Drake, PHR Date: 3/30/07
