BYLAWS OF TENNESSEE VALLEY CHAPTER OF SHRM, Inc
BYLAWS OF TENNESSEE VALLEY CHAPTER OF SHRM, Inc.
AN ALABAMA NON-PROFIT CORPORATION
Article I
Name and Principal Office of Corporation
The name of this corporation shall be Tennessee Valley Chapter of SHRM, Inc., hereinafter referred to as "the Corporation" and/or "the Chapter" and/or "TVC-SHRM". The principal office of the Chapter shall be located in the City of Decatur, County of Morgan, and State of Alabama.
Section 1.1: The name of the organization shall be Tennessee Valley Chapter of SHRM, Inc. or TVC-SHRM 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"). The Chapter is also a member of the Alabama SHRM State Council (herein referred to as "State Council); serving on the Board of the State Council and is an integral part of the State Council governance process and structure. Members of the Chapter are encouraged to hold membership with SHRM; however, membership in SHRM does not entitle membership in the Tennessee Valley Chapter of SHRM, Inc.
Section 1.3: Location. The principal office of the Chapter shall be located in the City of Decatur, County of Morgan, and State of Alabama.
Section 1.4: Relationships. The Chapter is a separate legal entity from SHRM and the State Council, who is also a separate legal entity from SHRM. It shall not be deemed to be an agency or instrumentality of SHRM, or the State Council and SHRM shall not be deemed to be an agency or instrumentality of the Chapter or State Council. 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 or in the name of the State Council without the express written consent of the State Council.
Section 1.5: Domain use, Logo, Use of SHRM resources & brand, requirement of using "Affiliate of SHRM" logo. The Chapter agrees to follow SHRM Guidelines and be consistent with SHRM in its use of any/all electronic, printed, verbal, and all other types of media including but not limited to SHRM logos, resources, branding and branding requirements, affiliate of logo, and all others.
Section 1.6: Service Area. The service area (zip code ranges) for the chapter is listed in the Chapter Charter ("affiliation agreement") and subsequent addendums, as appropriate. The service areas reference where the chapter is allowed to overtly solicit for members and event activity. Chapters may only hold events within their service area unless expressly granted by SHRM. Section 1.7: Should the Chapter desire to start a new chapter, sub-chapter, or add a Member Service Area ("MSA"), while affiliated with SHRM, the Chapter is required to have the expressed written consent of SHRM's CEO/President or designee, which includes the approval of all governing documents associated with these organizations.
Section 1.8: Should the Chapter wish to request a modification to the service area, request consideration to become a Member Service Area ("MSA") or have another currently affiliated chapter become an MSA of the Chapter, the Chapter is required to obtain approval from SHRM.
Article II
Purpose
Section 2.1: The purpose for which this Chapter is organized is to mutually benefit the Chapter and SHRM and their members. The Chapter shall engage in activities that are in the purview of SECTION 501 (c) (6) to the Internal Revenue Code 1986 or corresponding sections of any prior or future law. No part of the net earnings of the Chapter shall inure to the benefit of any of its members or any individual.
Section 2.2: It is the intent of the Chapter to qualify as a non-profit, tax-exempt entity. In order to effectuate such intent, no part of the net earnings of the Chapter shall insure to the benefit of any of its members or any other individual.
Section 2.3: The purposes of this Chapter, as a non-profit (or not for profit) organization, are: 1. to grow dual membership - members who are both SHRM Chapter and SHRM members;
2. to provide a forum for the personal and professional development of members;
3. to provide an opportunity to develop leadership, business acumen, managerial, public speaking and group decision-making skills;
4. To provide an opportunity to interact and develop individuals new to the profession; student chapters, and all acting in a Human Resources related function or responsibility in the area;
5. to provide an arena for the development of trust relationships where common problems may be discussed and deliberated;
6. to provide an opportunity to focus on current human resource management issues of importance to our members;
7. to provide a focus on state and national workplace public policy issues;
8. to provide valuable information gathering and dissemination channels;
9. to provide a pool of human resource professional leaders for succession as volunteer leaders of the Chapter, State Council and of SHRM;
10. to serve as an important vehicle for introducing human resource professionals to SHRM;
11. to serve as a source of new members for SHRM; and
12. to serve as part of the two-way channel of communications between SHRM and the individual members.
he Chapter supports SHRM's Purpose, Mission, and Vision and:o be a recognized world leader in human resource management;
2. to provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;
3. to be the voice of the profession on human resource management issues;
4. to facilitate the development, education, and guide the direction of the human resource profession
5. to provide development, educational, and volunteer leadership training to members; and
6. to establish, monitor and update standards for the profession.All actions of the Chapter and that of members shall be in accordance with SHRM's Bylaws & Code of Ethics.
Article Ill
Fiscal Year
The fiscal year for the chapter shall be the calendar year.
Article IV
Membership
Section 4.1: Qualifications for Membership. The qualifications and classifications for membership in the Chapter shall be as stated in Section 4.3, 4.4, 4.5, 4.6, 4.7, and 4.8 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, nor an organization with which the member is affiliated.
Section 4.4: Professional Members. Professional membership shall be limited to those who are engaged as one or more of the following: (a) practitioners of human resource management at the exempt level for at least three years; (b) certified by the Human Resources Certification Institute and/or the Society for Human Resource Management;(c) faculty members holding an assistant, associate or full professor rank in human resource management or any of its specialized function 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 practicing in the field of human resource management; and (e) full-time attorneys with at least three years' experience in counseling and advising clients on matters relating to the human resource profession. The Board may grant Professional Membership to a member in good standing who has demonstrated a commitment to the Chapter through serving on committees and completing other volunteer work for the Chapter. . Professional members may vote and hold office in the Chapter.
Section 4.5: Associate Membership. Associate membership may be granted to persons who do not meet the criteria for professional membership, and who have an affiliation with the Human Resources profession. Associate Members are, however, encouraged to participate in all activities, including committees. Associate members may request consideration for a change in membership status to the Board of Directors. Associate Members do not have the right to vote or hold office.
Section 4.6: Student Membership. Individuals who are (a) enrolled as a full-time or part-time students, at freshman standing or higher; (b) enrolled in the equivalent of at least six (6) credit hours; (c) enrolled in a four-year or graduate institution and/or a consortium of these or a two-year community college with a matriculation agreement between it and a four year college or university which provides for automatic acceptance of the student between it and a four year college or university which provided for automatic acceptance of the community college students into the four year college or university; (d) able to provide verification of a demonstrated emphasis in human resource management subjects, and (e) able to provide verification of the college or university's human resources or related degree program. Student members will be charge discounted dues to be determined by the Board. Student members may not vote or hold office in the Chapter.
Section 4.7: Retired Life Membership. Complimentary retired life membership may be granted by the Board of Directors to prominent HR practitioners who have made significant contributions to the field and have retired from active full-time employment having attained a minimum of the (10) years of professional or general national and chapter membership. Retired Life Members have the right to vote and to hold office.
Section 4.8: Honorary Membership. Complimentary honorary membership may be extended to individuals who are deemed to be outstanding in the field of human resource management, operations, or research, to recipients of the TVC-SHRM scholarship, or to any person as designated by the Board of Directors. Honorary Members do not have the right to vote or to hold office.
Section 4.9: Application for Membership. Application for Chapter membership shall be on the Chapter application form and submitted to the Board of Directors through the Vice President of Membership. The completed application, resume, and a payment for the annual dues shall be submitted. After review of the application and resume, the Board shall approve/disapprove the membership by a majority vote of the Board. The Vice President of Membership shall notify the prospective member of the Board's decision and if accepted, his/her level of membership. The decision of the Board of Directors regarding approval or disapproval is final. New members shall be afforded full membership rights from the date of application approval by the Chapter Board of Directors.
Section 4.10: Voting. Each Professional and Retired Life member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Associate, Student, Honorary, and Members are not eligible to vote. Votes shall be tallied by an Ad Hoc Committee appointed by the Board of Directors.
Section 4.11: Dues. Annual membership dues shall be established for the next year by the Board of Directors prior to the distribution of renewal notices. All persons maintaining Chapter Membership status shall pay annual dues determined by the Chapter.
Section 4.12: Discipline and Termination of Membership. Any member 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 member shall be entitled to respond to the allegations deemed to constitute cause for removal from membership.
This applies to all members, chapter paid staff, as well as volunteer and elected leaders.
Article V
Member Meetings
Section 5.1: Regular Meetings. Regular meetings of the members shall be held on the second Wednesday of each month or as otherwise determined by the Board of Directors.
Section 5.2: Annual Meetings. The annual meeting of the members of the electing Directors and Officers and conducting other appropriate business shall be held in in 3rd quarter of the calendar year or at such other time as determined by the Board of Directors.
Section 5.3: Special Meetings. Special meetings of members shall be held (in-person or virtually) 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 meeting. In the event an emergency board meeting is required, notice shall be given at least 48 hours prior to the meeting. 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 to be casted 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 or email shall be necessary for the adoption of any matter voted on by the members, except to the extent that applic-able state law may require a greater number.Article VI
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 of Programs, President Elect, Vice President of Membership, Secretary, and Treasurer.
Section 6.3: Composition of the Board of Directors. Along with the Officers listed in Section 6.2 of the 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 the eligible membership as members of the Board of Directors, should SHRM establish new Core Leadership Areas.
Section 6.4: Qualifications. All candidates for the Board of Directors 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 Chapter 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 from the proposed slate of the nominating committee appointed by the Board of Directors at the annual meeting or at such time as determined by the Board of Directors. Each elected Officer and Director, except the Legislative Director, shall assume office on January 1st following his/her election and shall hold office for one year or until his/her successor is elected and takes office. The President shall assume office on January 1st following his/her elections but shall hold office for two years or until his/her successor is elected and takes office. The Legislative Director shall assume office on January 1st following his/her election but shall hold office for two years or until his/her successor is elected and takes office.
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 Board 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 shall transact all business and fiduciary responsibilities 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 any elected or appointed chapter leaders (Director, Officer, Committee Chair, Committee Member, or other). Any elected or appointed Chapter leader may be removed from office, with cause, upon an affirmative vote of two-thirds of the entire Board 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 VII
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. Although all members of the Board share in the governing and fiduciary responsibilities of the chapter. The Chapter is strongly encouraged to have at least one Board of Directors Member ("Volunteer Leader") attend SHRM's Volunteer Leader Business Meeting each year. Additional positions may be added at the Board's discretion based on operational need.
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 Vice President of Programs. The Vice President of Programs shall serve as the chair of the program committee and perform any other duties as the President or Board of Directors may determine. 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 President and the Board. He/she has the authority to appoint sub-committees to plan and implement the activities associated with the program year.
Section 7.3: The Vice President of Membership. The Vice President of Membership shall serve as the chair of the membership committee. He/she shall encourage Chapter and SHRM membership grown and shall maintain the official membership roster of the Chapter. He/she shall perform such duties as the President may determine. The Vice President of Membership is required to be a SHRM member in good standing·during the term of his/her office.
Section 7.4: The Secretary. The Secretary shall be responsible for the recording of the minutes of all meetings of the Chapter, for making all members aware of such meetings and shall be responsible for coordinating the activities related to the Chapter's newsletter. The Secretary shall keep applications and resumes of members as well. Section 7.5: The Treasurer. The Treasurer shall be responsible for the financial affairs of the Chapter, including all local, state, Federal, and other jurisdictional 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 perform such other duties as the President may determine.
Section 7.6: Core Leadership Area (CLA) Directors. Core Leadership 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. Should the chapter have a Certification Director, the Director is required to be SHRM Certified. From year-to-year, SHRM may change CLAs, and the Chapter agrees to provide support and Chapter leadership for each CLA.
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.
Section 7.8: President-Elect. At the request of the President or in his/her absence or disability, may perform any of the duties of the President. The president-elect or designee is strongly encouraged to attend the annual SHRM Volunteer Leadership Business Meeting.
Article VIII
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 the 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, SHRM Foundation initiatives, Programs, Professional Development, Communications, Marketing/Public Relations, Inclusion, Equity, and Diversity, Workforce Readiness, Students/Emerging Professionals, etc.
Article IX
Electronic Voting The Chapter shall follow the same voting procedures as the State of Alabama. Currently, the State of Alabama does not permit electronic voting.
Article X
Statement of Ethics
The Chapter adopts the 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. SHRM's Bylaws & Code of Ethics
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 XI
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 XII
Amendment of Bylaws
The Bylaws may be amended by a majority vote of the members present at any meeting a quorum exists and in which required notice has been met, provided that such amendment shall not be effective unless and until approved by the SHRM President/CEO or his/her designee as being 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. The Board shall review the bylaws every five years or more frequently and provide them to SHRM for review.
Article XIII
Chapter Dissolution
In the event of the Chapter's dissolution, the remaining monies in the Treasury, after Chapter expenses have been paid, will be donated to the SHRM Foundation. Should a chapter- become an MSA of another chapter, the Chapter would be dissolved. In this situation the dissolving Chapter funds shall be paid to the chapter whom is the successor.
Article XIV
Withdrawal of Affiliated Chapter Status Affiliated Chapter status may be withdrawn by the PresidenUCEO 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 a proposal within a thirty (30) day period. In addition, when the Chapter fails to maintain the required affiliation stands 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 PresidenUCEO of SHRM and the consent of the body which has had Chapter status withdrawn, may re-confer Chapter status upon such body.
Article XV
Terms Used
As used in these Bylaws, neutral 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.