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www.arrowheadhra.org
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Last Adopted October 25, 2006
ARTICLE 1: NAME AND AFFILIATION
Section
1.1: Name.
The name of the Chapter is Arrowhead Human Resources Association (herein
referred to as the "Chapter" or “AHRA”). To avoid potential
confusion, the Chapter will refer to itself as Arrowhead Human Resources
Association 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:
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:
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 AHRA shall be as stated in sections 2, 3, and 4 of this Article. To achieve the mission of AHRA, there shall be no discrimination in individual memberships because of race, creed, religion, sex, sexual preference, age, national origin, or handicap. Memberships are individual (not corporate) and are not transferable to other individuals. Section 4.2: Professional Members. Membership shall be limited to (a) individuals who are engaged in the profession of human resource management at the exempt level for at least three years; (b) are certified by the Human Resource Certification Institute; (c) faculty members holding assistant, associate or full professorial 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; (d) full-time consultants with at least three years experience in the field of human resource management; or (e) full-time attorneys with at least three years experience in counseling and advising clients on matters relating to the human resource profession. Professional members may vote and hold office in AHRA. Section 4.4. Student Members. Individuals who are actively enrolled in human resource degree programs at the college or university level. Student members may not vote or hold office in AHRA. Section 4.6: Voting. Each Professional member of AHRA shall have the right to cast one vote on each matter brought for a vote of the members. Associate and Student members shall have no voting privileges. Votes shall be tallied by an Ad Hoc Committee appointed by the Board of Directors Section 4.7: Dues. Annual membership dues shall be established for the next year by the Board of Directors prior to the mailing of renewal notices. ARTICLE 5: MEETINGS OF MEMBERSSection 5.1: Regular Meetings. Regular meetings of the members shall be held on the second Wednesday of January, April, July and October 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 October 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 or the Board of Directors. Section 5.4: Notice of Meetings. Notice of all special and annual meetings shall be give to all members at least ten (10) days prior to the meetings. Notice of regular meetings shall be given to all members at least seven (7) days prior to the meeting. Section 5.5: Quorum. A quorum is defined as a simple majority (51%) of all eligible members. A quorum, either in person or by proxy, shall be required to carry all motions requiring a vote at a general meeting. ARTICLE 6: BOARD OF DIRECTORSSection
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 6.3: 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 four (4) additional persons elected from among the eligible membership: two (2) At-Large and two (2) Associate Liaisons. Associate Liaisons will be elected from non-voting members to provide input to the Board. The Associate Liaisons will not have voting rights on the Board. Section 6.4: Qualifications. All candidates for the Board of Directors, other than Associate Liaisons, must be Professional 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 of the nominating committee appointed by the Board of Directors at the beginning of each election year. Each elected Officer and Director shall assume office on (insert date) following his/her election and shall hold office for one year or until his/her successor is elected and takes office. 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, 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 6.8: 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 Professional 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 or Officer. Any Officer or Director may be removed from office, with or without 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 RESPONSIBILITIESThe responsibilities of each member of the Board of Directors shall be as outlined in the position descriptions maintained by the Secretary/Treasurer 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 7.2: 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 power and perform such other liaison duties as the Board or the President may determine. In the event of the President’s death, resignation or inability to serve, the President-Elect shall become President for the balance of the un-expired term. The President-Elect shall assume the position of President for one term following one term in office as President-Elect or after filling an un-expired term of the President. Section 7.3: Secretary/ Treasurer. The Secretary/Treasurer shall be responsible for recording the minutes of all meetings of the Board and of any other meetings of AHRA. The Secretary/Treasurer shall be responsible for making all members aware of such meetings, and shall be responsible for coordinating the activities related to the organization’s newsletter (if any). The Secretary/Treasurer shall be responsible for the financial affairs of AHRA. These responsibilities shall include the preparation, interpretation and dissemination of periodic financial reports to the Board, membership billing, collecting and depositing all funds due to or collected by AHRA, and such other duties as the President or Board may determine. Section 7.4: Membership Chair. The Membership Chair shall encourage membership growth and shall maintain the official membership roster of AHRA. He/she shall have such other powers and perform such other duties at the President or Board may determine. Section 7.5: Programs Chair. Responsibilities include coordinating programs conducted at all regular meetings of members, social functions, and any workshops or seminars sponsored by AHRA. The Program Chair shall have such other powers and perform such other duties as the President or Board may determine. Section 7.6: Members-At-Large. Members-at-Large shall attend all Board Meetings and contribute to discussions as needed. The Members-at-Large shall have other powers and duties as the President or Board may determine. Section 7.7: Associate Liaison. Associate Liaisons shall represent non-voting members of AHRA and advise the Board on issues. Associate Liaisons have no voting rights on Board issues. The Associate Liaisons shall perform other duties as the President or Board may determine. ARTICLE 8: COMMITTEESSection 8.1: Committee Organization. Appointments of chairpersons to committees is the sole responsibility of the President; other than the Membership Chair and Programs Chair, who are elected as officers. The President will seek interested members to participate in committee activities. ARTICLE 9: ELECTRONIC VOTINGMail 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 10: STATEMENT OF ETHICSThe 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. ARTICLE 11: PARLIAMENTARY PROCEDUREMeetings 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 12: AMENDMENT OF BYLAWSThe 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 13: CHAPTER DISSOLUTIONIn 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 14: WITHDRAWAL OF AFFILIATED CHAPTER STATUSAffiliated 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. Ratified by the Membership of Chapter and signed by: ___/s/ Connie Larson_______________ Date ___10/25/06_________ Chapter President Approved by: ___/s/ Gail E. Aldrich______________ Date _____9/25/06_________ SHRM President/CEO or President/CEO Designee |
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