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Salem Human Resource Management Association Chapter Bylaws

     ARTICLE 1
    NAME AND AFFILIATION

    Section 1.1: Name.

    The name of the Chapter is Salem Human Resource Management Association (herein referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as Salem Human Resources Management Association or SHRMA 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: 

    • to provide a forum for the personal and professional development of our Members;
    • to provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;
    • to provide an arena for the development of trust relationships where common problems relating to human resource issues and the human resource profession can be discussed and deliberated;
    • to provide an opportunity to focus on current human resource management issues of importance to our Members;
    • to provide a focus for legislative attention to state and national human resource management issues;
    • to provide valuable information gathering and dissemination channels;
    • to provide a pool of human resource management leaders for perpetuation of the Chapter and of SHRM;
    • to serve as an important vehicle for introducing human resource management professionals to SHRM;
    • to serve as a source of new Members for SHRM; and
    • 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:

    • to be a recognized world leader in human resource management;
    • to provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;
    • to be the voice of the profession on human resource management issues;
    • to facilitate the development and guide the direction of the human resource profession; and

    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. The Chapter is a 100% Chapter of SHRM, and all Chapter Members are required to be Members in good standing of SHRM. To achieve the mission of the Chapter there shall be no discrimination in individual memberships because of race, religion, gender, 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 limited to those individuals who are engaged as one or more of the following:

    • practitioners of human resource management at the exempt level for at least three years;
    • certified by the Human Resource Certification Institute;
    • 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 and have at least three years of experience at this level of teaching;
    • full-time consultants with at least three years experience practicing in the field of human resource management; and/or
    • full-time attorneys with at least three years experience in counseling and advising clients on matters relating to the human resource profession. Members may vote and hold office in the chapter.
    • Individuals in non-exempt human resource management positions as well as those 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 4.5: Voting.

    Each Member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the Members. Votes shall be tallied by an Ad Hoc Committee appointed by the Board of Directors.

    Section 4.6: Dues.

    Annual membership dues may be established for the next year by the Board of Directors prior to the mailing of renewal notices.

    Section 4.7: Termination of Membership.

    Any Member failing to maintain membership in SHRM will forfeit his/her membership in the Chapter.

    ARTICLE 5
    MEMBER MEETINGS

    Section 5.1: Regular Meetings.

    Regular meetings of the Members shall be held on the second Tuesday of each month or as otherwise 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 special and annual meetings shall be given to all Members at least ten days prior to the meetings. Notice of regular meetings shall be given to all Members at least seven days prior to the meeting.

    Section 5.5: Quorum.

    Members holding one-tenth of the votes entitled to be cast, represented in person or by conference call, shall constitute a quorum. The vote of a majority of the Members present at any meeting at which there is a quorum, either in person or by conference call, shall be necessary for the adoption of any matter voted on by the Members, except to the extent that applicable state law may require a greater number.

    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, President-Elect, Vice President of Membership, 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. The chapter also requires that each Board Member 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 shall be elected by the Members at the annual meeting of the membership from the proposed slate of the nominating committee appointed by the Board of Directors at the beginning of each election year. Each elected Officer shall assume office on January 1 following his/her election and shall hold office for one year or until his/her successor is elected and takes office. Officers 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: Leave of Absence.

    A Member of the Board of Directors may petition the Board to take a leave of absence for a specified period of time.  The board shall either approve or reject the petition by majority vote of a quorum of the Board.

    Section 6.8: 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, shall be the act of the Governing Body, except to the extent that applicable state law may require a greater number. In addition, the Board may act by unanimous written consent of all voting Members.

    Section 6.9: 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 6.10: 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.

    Section 6.11: Regular Meetings of the Board of Directors.

    The board of directors may provide, by resolution, the time and place within the state of Oregon, for the holding of regular meetings, which shall be held without other notice than such resolution. If permitted by Section 4.13, any such regular meeting may be held by telephone.

    Section 6.12: Directors, Manner of Acting.

    Any or all directors may participate in a regular meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

    A Director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

    • The director objects at the beginning of the meeting (or promptly upon the director’s arrival) to holding it or transacting business at the meeting;
    • The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
    • The director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

    Section 6.13: Director Commitment.

    Board membership involves a thoughtful commitment from each Board Member to:

    • Review Board information packets and be prepared to fully participate in all agenda items before the Board at each meeting.
    • Attend at least seventy-five percent (3/4th) of all Board meetings during the Chapter fiscal year (January 1 – December 31).

    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 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 President-Elect.

    The President-Elect, 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 have the authority to appoint sub-committees to plan and implement the activities associated with the program year. The president-elect is encouraged to attend the annual SHRM Leadership Conference. The chapter requires the president-elect to be a current Member in good standing of SHRM throughout the duration of his/her 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. 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 meetings of the Chapter, shall be responsible for making all Members aware of such meetings, and shall be responsible for coordinating the activities related to the Chapter's newsletter. 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: Membership Director.

    The Membership Director shall serve as chair of the Membership Committee. He/she shall encourage Chapter and SHRM membership growth and shall maintain the official membership roster of the Chapter. He/she shall have such other powers and perform such other duties as the President may determine. The chapter requires the Membership Director to be a current Member in good standing of SHRM during his/her entire term of office.

    Section 7.6: 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 requires each CLA Director to be a current Member in good standing of SHRM throughout the duration of his/her term of office.

    Section 7.7: 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 requires 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.

    Section 8.2: Committee Organization.

    Committees in addition to the Nominating Committee are established by resolution of the Board of Directors.

    Section 8.3: 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. Special Committees or task forces may be organized by the President to meet particular Chapter needs.

    Section 8.4: 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
    INDEMNIFICATION OF DIRECTORS, OFFICERS, AND AGENTS

    Section 9.1: Indemnification of Directors.

    The Chapter shall indemnify any individual made a party to a proceeding because the individual is or was a director of the corporation, against liability incurred in the proceeding, but only if the Chapter has authorized the payment in accordance with ORS 65.404 that the director met the standards of conduct in Sections 8.1(a)(i)-8.1(a)(iii).

    1. Standard of Conduct. The individual shall demonstrate that:
    • The individual conducted himself or herself in good faith; and
    • The individual reasonably believed that the individual’s conduct was in the best interests of the chapter, or at least not opposed to its best interests; and
    • In the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful.
    1. No Indemnification Permitted in Certain Circumstances. The chapter shall not indemnify a director under this Section 8.1:
    • In connection with a proceeding by or in the right of the chapter in which the director was adjudged liable to the chapter; or
    • In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
    1. Indemnification in Derivative Actions Limited. Indemnification permitted under this Section 8.1 in connection with a proceeding by or in the right of the chapter is limited to reasonable expenses incurred in connection with the proceeding.
    2. Mandatory Indemnification.  In addition, the chapter shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the chapter against reasonable expenses incurred by the director in connection with the proceeding.

    Section 9.2: Advances for Expenses of Directors.

    The chapter may pay for or reimburse the reasonable expenses incurred by a director who is party to a proceeding in advance of final disposition of the proceeding, if:

    • The director furnishes the corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in Section 8.1;
    • The director furnishes the chapter a written undertaking, executed personally or in the director’s behalf, to repay the advance if it is ultimately determined that t he director did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment); and
    • A determination is made that the facts then known to those making the determination would not preclude indemnification under Section 8.1 or ORS65.387-65.414.

    Section 9.3: Indemnification of Officers and Agents Who Are Not Directors.

    The board of directors may indemnify and advance expenses to any officer or agent of the chapter, who is not a director of the chapter, to any extent consistent with public policy, as determined by the general or specific action or the board of directors.

    ARTICLE 10
    LOANS, CHECKS and DEPOSITS

    Section 10.1: Loans to the Chapter.

    No loans shall be contracted on behalf of the chapter and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

    Section 10.2: Checks, Drafts, Etc..

    All checks, drafts or other orders for the payment of money shall be sighed by the President or Treasurer and such other officer or agents of the chapter and in such a manner as shall from time to time be determined by resolution of the Board. All note or other evidences of indebtedness issued in the name of the chapter shall be signed by the chairpersons or such other officers and agents of the chapter and in such manner as shall from time to time be determined by resolution of the Board.

    Section 10.3: Deposits.

    All funds of the chapter not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.

    ARTICLE 11
    RECORDS

     The chapter shall maintain the following records, as provided by law:

    Section 11.1: Bylaws.

    The chapter shall maintain bylaws or restated bylaws and all amendments to them currently in effect.

    Section 11.2: Minutes.

    The chapter shall keep, as a part of its permanent records (1) minutes of all meetings of the board of directors, (2) a record of all corporate action taken by the board of directors without a meeting, and (3) a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the chapter.

    Section 11.3: Accounting Records.

    The chapter shall maintain sufficient accounting records to comply with the requirements of the Internal Revenue Laws, the Oregon Charitable Solicitation Act, and agencies making grants to the Chapter.  The chapter shall also keep the last three financial statements of the chapter, if any.  If financial statements are prepared for the chapter on the basis of generally accepted accounting principals, the annual financial statements must also be prepared on that basis.  The chapter shall also retain the last three accountant’s reports, if annual financial statements are reported upon by a public accountant.  The accounting period of the chapter is January 1 through December 31.

    Section 11.4: List of Directors.

    The chapter shall maintain an alphabetical list of the names, business and home addresses of the current directors and officers of the chapter.

    Section 11.5: Notices.

    The chapter will retain notices of approvals or meetings for three years.

    ARTICLE 12
    ELECTRONIC VOTING

    Mail or electronic ballots can be used for the election of Directors provided the Chapter has had at least one in-person meeting that year.

    ARTICLE 13
    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 14
    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 15
    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 16
    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 17
    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 18
    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.