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Superiorland Chapter of Human Resource Professionals By-Laws

    ARTICLE I - IDENTIFICATION

    Section 1. Name. The name of the organization shall be Superiorland Chapter of Human Resource Professionals. To avoid potential confusion, the Chapter will refer to itself as the Superiorland Chapter of Human Resource Professionals and not as SHRM or the Society for Human Resource Management.

    Section 2. Affiliation. The Chapter is affiliated with the Society for Human Resource Management (herein referred to as SHRM).

    Section 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 II - PURPOSE

    The purpose of the Superiorland Chapter of HR Professionals shall be to enhance the personal and professional development of its members and to advance the reputation of the HR profession in general, in the Upper Peninsula of Michigan and beyond, by offering service, leadership, educational and fellowship opportunities for its members and others interested in human resource management.

    ARTICLE III - MEMBERSHIP

    Section 1. Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in Sections 2, 3, 4 and 5 of this Article. The Chapter is a 100% Chapter of SHRM. All Chapter members, regardless of category, must 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, sex, age, national origin or handicap. Memberships are individual and are not transferable to other individuals.

    Section 2. Professional Members. Membership shall be limited to those individuals who are (a) engaged in the profession of human resource management at the exempt level for at least three years; (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 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; (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 the chapter.

    Section 3. Members in Transition. A person who is currently and has been a professional member of the organization for a period of at least the 6 preceding months but who, due to change of job or job status, for example, no longer meets the definition of a “professional member.” Members in transition may continue to participate as professional members for up to one membership year even though they do not satisfy the professional member definition. After that period, if they have not requalified, they may continue to maintain membership at the associate membership.

    Section 4. Associate Members. Individuals in non-exempt human resource management positions as well as those individuals who do not meet the professional member category, but who demonstrate a bona fide interest in human resource management and the mission of the Chapter. Associate members may not vote or hold office in the Chapter.

    Section 5. Student Members. Individuals who are enrolled as full time students in human resources degree programs or in an related field at the college or university level and have a bona fide interest in human resource management and the mission of the chapter. Student members may not vote or hold office in the Chapter.

    Section 6. Application for Membership. Application for membership shall be in writing on a form provided by the Chapter. All applications shall be reviewed by the Secretary/Treasurer. New members shall be afforded full membership rights from the date of application approval by the Executive Committee.

    Section 7. Voting. Each Professional member and Members in Transition 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.

    Section 8. Dues. Annual membership dues shall be established for the next year by the Executive Committee prior to the mailing of renewal notices. The Executive Committee’s determination and setting of dues may be overridden by a majority vote of a quorum of the general membership.

    Section 9. Membership Year. Annual dues shall become payable on January 1 of each year. Notices for membership renewal will be mailed in October for January renewal. Any person who joined the organization in the last three months of the membership year will be carried through the fiscal year without further payment of dues.

    Section 10. Termination of Membership. Any member failing to maintain membership in SHRM or failing to pay dues after appropriate notice will forfeit his/her membership in the Chapter at the discretion of the Executive Committee.

    ARTICLE IV - MEETINGS

    Section 1. Meetings of the Members. Regular meetings shall be held at such times and places as the Executive Committee may designate.

    Section 2. Notice of Meetings. A notice of all meetings shall be sent to all members at least ten days prior to the meetings.

    Section 3. Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person, by conference call, or by electronic or paper mailed ballot, shall constitute a quorum.

    ARTICLE V - OFFICERS

    Section 1. Number. The officers of the Chapter, who shall be elected except as otherwise specified herein, shall include the President, Vice President-President Elect, and Secretary-Treasurer. The Secretary-Treasurer position may be separated and filled by two separate individuals at the election of the Executive Committee.

    Section 2. Qualifications. All candidates for office must be qualified Professional members of the Chapter in good standing at the time of nomination or appointment. Officers may not be elected to serve more than two (2) consecutive terms in the same position. All officers must be members in good standing of SHRM.

    Section 3. Election. All elected officers shall be chosen as provided in these Bylaws. Each elected officer shall assume office in January of the year of his/her election and shall hold such office for one year or until his/her death, resignation, or removal, whichever comes first.

    Section 4. Vacancies. Any vacant office may be filled for the unexpired term by the President with consent of the Executive Committee. In the event of a vacancy in the office of President, the Vice President/President-Elect will serve the balance of the unexpired term of office.

    Section 5. Duties and Responsibilities.

    A. President. The President shall preside at the meetings of the members and of the Executive Committee. He/She shall direct the Chapter and have charge and supervision of the affairs and business of the Superiorland Chapter of Human Resource Professionals. He/She shall maintain liaison and be a current member in good standing with SHRM. After serving as President, he/she shall serve one more year on the Executive Committee.

    B. Vice President/President-Elect. Serves as Chairman of the Program Committee and at the request of the President, or in the President's absence or disability, performs the duties of the president.

    C. Secretary-Treasurer. Shall be responsible for recording the minutes of all meetings of the Executive Committee and of any other business of the Chapter, for timely notification of meetings, general correspondence, and maintaining the records of the Chapter. He/She shall also be responsible for the Chapter's financial affairs including financial reports to the Executive Committee and arrangements for the annual examination and audit of the account. He/She shall also perform such other duties as the President may determine.

    ARTICLE VI - EXECUTIVE COMMITTEE

    Section 1. Number. The following shall be members of the Executive Committee: The President, Vice-President/President-Elect, Secretary-Treasurer, the immediate Past President, and a minimum of four members at large who shall be appointed from among the eligible membership. The members at large shall, if possible, each represent different geographic regions of the Upper Peninsula.

    Section 2. Qualifications. All candidates for the Executive Committee shall be qualified Professional Members of the Chapter in good standing at the time of nomination or appointment. They shall maintain their membership in SHRM during their entire term.

    Section 3. Removal from Office. Any officer or Executive Committee member may be removed from office, with or without cause, upon an affirmative vote of two thirds of the then entire Executive Committee at a duly constituted Executive Committee meeting.

    Section 4. Vacancies. Any vacancy on the Executive Committee shall be filled for the unexpired term by vote of a majority of the Executive Committee in attendance at any regularly constituted meeting.

    Section 5. Quorum. A simple majority of the total Executive Committee shall constitute a quorum for the transaction of business. The act of a majority of the Executive Committee present at any meeting in person or by proxy at which there is a quorum shall be the act of the Executive Committee.

    Section 6. Removal of Director and Officer. Any director or officer may be removed from office, with cause, upon an affirmative vote of two-thirds of the then entire Executive Committee at a duly constituted Executive Committee meeting.

    ARTICLE VII - CHAPTER ACTIVITIES

    Section 1. Chapter Activities. Chapter activities shall be the responsibility of the Executive Committee.

    Section 2. Activities Coordinators. The Executive Committee shall seek interested members to coordinate Chapter activities.

    Section 3. Sub-Committees. From time to time the Executive Committee may consider it appropriate to establish standing or ad hoc sub-committees whose function will be to provide the Chapter with special services in such areas as Membership, Legislative Affairs, Professional Development, Student Chapter Affairs, Public Relations, etc. The Executive Committee may appoint committee chairpersons and allow for formation of the committee in such manner and on such terms as may be deemed appropriate.

    ARTICLE VIII - BALLOTING AND ELECTION

    Section 1. Balloting.

    A. The Executive Committee may submit any matter of the Chapter's business to the voting membership for resolution by written ballot sent by mail or any electronic means deemed appropriate by the Executive Committee, or by vote taken in person or by conference call at any general membership meeting. 

    B. 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.

    C. When balloting by mail is authorized by the Executive Committee, notice shall be given to each member by last known mail or email address, sent at least 10 days prior to the deadline for voting. Such notice shall include a ballot form, and shall designate the address to which votes shall be sent and designate a date certain on which the votes must be received in order to count.

    Section 2. Elections of Officers.

    A. Election of Executive Committee Members shall be conducted by ballot at the last general membership meeting prior to December 1 or by mail as provided elsewhere in these bylaws.

    B. A slate of candidates shall be presented to the voting membership by or on behalf of the Executive Committee. The task of recommending such a slate may be delegated to a nominating committee consisting of, for example, but not necessarily, the President, Past Presidents (no more than two), Executive Committee members, and members at large. This slate shall be submitted to the general membership at least ten days prior to the election, together with an election meeting notice and proxy form or instructions on how to vote by mail. The notice shall indicate that the slate may be amended by nominations from the floor or by write-in candidacy.

    C. Votes Required. Each Executive Committee member shall be elected on the basis of a majority of votes cast for that office.

    D. Tie Votes. In the event a tie occurs during an election and two or more candidates for the same office receive the same number of votes, successive ballot shall be conducted until one candidate receives a majority vote.

    ARTICLE IX - STATEMENT OF ETHICS

    Section 1. Chapter Ethics.

    A. Chapter Positions. The Chapter shall not be represented as advocating or endorsing any issue unless approved by the Executive Committee.

    B. Personal Solicitations. No member shall solicit business from any other member at a Chapter meeting or through the use of information provided to him/her as a member of the Chapter without the approval from the Executive Committee.

    Section 2. Personal Ethics. The Superiorland Chapter of Human Resource Professionals has adopted a Code of Ethics for members of its Chapter in order to promote and maintain the highest standards among its members. Each member shall honor, respect and support the purpose of this Chapter and SHRM.

    ARTICLE X - CHAPTER DISSOLUTION

    Section 1. Voluntary Dissolution. The Chapter may choose to voluntarily dissolve if the Chapter is unable to satisfy the material requirements of its bylaws and/or is no longer effectively or efficiently achieving the mission or purpose of the Chapter or for other good cause. A resolution outlining the reasons for the dissolution vote shall be presented to the membership by such members of the Executive Committee who then hold office, and if none, then by any responsible member, for a vote. A simple majority of the voting membership is necessary to allow dissolution if the cause for dissolution is lack of volunteer leadership and/or Executive Board inactivity for a period exceeding twelve months. A two-thirds majority of the voting membership is necessary to allow dissolution if for any other reason.

    Section 2. Dissolution by SHRM. Affiliated chapter status may be withdrawn by the SHRM President or CEO 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 SHRM with a written response to such a proposal within 30 days. When a 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 or CEO of SHRM and the consent of the body which has had Chapter status withdrawn, may re-confer Chapter status upon such body.

    Section 3. Disposition of Assets. 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 Executive Committee at the time of dissolution. The Executive Committee shall select an organization whose purpose or mission is consistent with the goals of the Superiorland Chapter of Human Resource Professionals, such as the SHRM Foundation, a local student chapter, the State Council, an HR degree program, or another professional organization in the Upper Peninsula of Michigan having the goal of promoting the advancement of similar goals.

    ARTICLE XI - 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.

    Approved January 22, 2008

    Click here to download a copy of the bylaws.