Chapter Bylaws

Article 1: Name and Affiliation

Section 1.1: Name. The name of the Chapter is West Central MN SHRM (herein referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as West Central MN 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").

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 opportunities for professional development of our members;
To provide an opportunity for meeting and exchanging information regarding human resource issues with other Chapter members;
To provide opportunities for our members to earn Professional Development Credits (PDC’s) whenever possible;
To provide a resource for legislative issues to communicate to our 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

Section 3.1: Fiscal Year. The fiscal year of the Chapter shall be from January 1 through December 31.

Section 3.2: Financial Disclosure. The financial records of the Chapter shall be open to inspection by any member at a mutually agreed time and location, upon request to the Chapter President.

Article 4: Membership

Section 4.1: Qualifications for membership. The qualifications for membership in the Chapter shall be stated in Sections 2, 3, and 4 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. Memberships are individual (not corporate) and are not transferable to other individuals.

Section 4.2: Professional members. Membership shall be limited to those individuals who are (a) engaged in the profession of human resources; (b) certified by SHRM; (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 in the field of human resource management; (e) full-time attorneys with at least one year experience in counseling and advising clients on matters relating to the human resource profession. Professional members may vote and hold office in the chapter.

Section 4.3: Associate members. Individuals who demonstrate a bona fide interest in human resources and the mission of the chapter are eligible for associate membership. Associate members are not eligible to vote or hold office in the chapter, other than as a liaison role.

Section 4.4: Student members. Students enrolled in human resource degree programs at the college or university level. Student members are not eligible to vote or hold office in the chapter.

Section 4.5: Application for membership. Application for membership shall be on the chapter application form. All applications shall be reviewed by the Treasurer and approved by the Board of Directors. New members shall be afforded full membership rights from the date of application approval.

Section 4.6: Voting. Each professional member of the chapter shall have the right to cast one vote on each matter brought before a vote of the members. Associate and student members are not eligible to vote. Votes shall be judged 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 distribution of renewal notices.

Article 5: Meetings of Members

Section 5.1: Regular Meetings. Regular meetings of the members shall be held on the fourth Friday of each month, with no meeting the month of August and December, 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 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 given to all members at least seven (7) 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. Members holding ten percent {10%) of the paid regular membership shall constitute a quorum. 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 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. The Board of Directors shall meet at the call of the President or any two members of the Board. The Board of Directors shall not meet less frequently than quarterly. The person or persons calling the meeting shall determine the place.

Section 6.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the chapter: President, President Elect, Past 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 Associate Liaisons as follows: Diversity Chair, Legislative Chair, Workforce Readiness Advocate, Membership Chair, Communications Chair and Member Service Area Chair. The Associate Liaisons will 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 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 for two years or until his/her successor is elected and takes office. Past President’s term will be one (1) year. Officers may not be elected to serve more than two (2) consecutive terms in the same position; exceptions must be approved by the board.

Section 6.6: Vacancies. Any vacancy on the Board may be filled for the unexpired term by appointment 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 shall be the act of the Board of Directors.

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 {2/3) of the entire Board of Directors at a duly constituted Board of Directors meeting. The Director or Officer 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: 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. The President will act as a liaison between the chapter and other professional groups and ensure that the chapter is properly represented at official functions. The President shall maintain liaison and be a current member in good standing with SHRM throughout the duration of his/her term of office.

Section 7.2: President-Elect. The President-Elect aids the President in overall Chapter management to prepare for his/her role as President and shall perform the duties of the President in his/her absence or at his/her request. The President-Elect shall also serve as Certification Chair and will have Program Chair responsibilities. The chapter also requires the President-Elect to be a current member in good standing with SHRM throughout the duration of his/her term of office.

Section 7.3: 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 7.4 Treasurer. The Treasurer shall be responsible for the financial affairs of the chapter. These responsibilities shall include financial reports to the Board and arrangements for the annual examination audit of the accounts as may be required by the Board. He/she shall be responsible for membership billing collecting and depositing all funds received by the chapter and also perform such other duties as the President or Board may determine. The chapter also requires the Treasurer to be a current member in good standing with SHRM throughout the duration of his/her term of office.

Section 7.5: Secretary. The Secretary shall be responsible for recording the minutes of all chapter meeting and Board meetings, and distributing the minutes as appropriate.

Section 7.6: Associate Liaison. Associate liaisons shall perform other duties as the President or Board may determine.

Section 7.7: Member Service Area Chair. The Chair of each approved Member Service Area (MSA) in the Chapter will serve on the Board of Directors of the Chapter in a voting capacity, and shall have such powers and perform such liaison duties as the Board or the Chapter President may determine. The responsibility includes initiatives in a particular geographic area as determined by the Chapter President and the Board.

Article 8: Committees

Section 8.1: Committee Organization. Appointments of Chairpersons to committees are the sole responsibility of the President. The Chairperson and the President will seek interested members to participate in committee activities.

Section 8.2: Committee Activity. Committees are established to provide the Chapter with special ongoing services such as the wage & benefit survey, professional development, programs, etc. Special committees or task forces may be organized by the President to meet particular chapter needs.

Article 9: Statement of Ethics

The chapter adopts SHRM's Code of Ethical and Professional Standards in Human Resource Management for members of the chapter 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 or through the use of information provided to him/her as a member of the chapter without the approval from the Board of Directors.

Article 10: 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 (i.e. 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 11: 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 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 12: Member Service Area

Section 12.1: Member Service Areas. In order to serve the geographic needs of West Central Minnesota, the chapter has established a local member service area for the development and delivery of chapter services throughout our area.

Section 12.2: Member Service Area Organization. This area shall operate under the operational guidelines set forth by the Chapter Board of Directors and within the guidelines set by SHRM for such subgroups.

Section 12.3: Member Service Area Oversight. The Board of Directors of the Chapter shall be responsible for the compliance of the subgroups to Chapter charter requirements such as logo use, use of name etc.

Section 12.4: Member Service Area Activity. Member Service Areas are established to provide the Chapter with local networking, educational programs, membership recruitment activities and other initiatives as determined by the Board.

Article 13: 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.