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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, DBA Salem SHRM, (herein referred to as the "Chapter'' or “SHRMA”). To avoid potential confusion, the Chapter will refer to itself as Salem 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") as a 100% Affiliated Chapter. As a SHRM affiliated Chapter, the Chapter is also a member of the Oregon State Council, serving on the Board of the State Council and is an integral part of the State Council governance process and structure.

    Section 1.3: Separate Legal Existence of Chapter/Autonomy

    Both parties are separate legal entities, and neither party nor its officers, agents or employees may hold themselves out as an agent of either organization. Neither party is an agency or instrumentality of the other party. Neither party shall contract in the name of the other organization or incur any financial or other obligations on behalf of the other, without the express written consent of the other organization. Neither party may hold itself out to the public as the other organization. The Chapter shall have autonomy with regard to all phases of its operation, subject to its governing instruments.

    Section 1.4: Use of SHRM Domain, Logo and Brand

    The Chapter agrees to follow SHRM Brand Standards Guides, as may be modified from time to time, and be consistent with SHRM in its use of any/all electronic, printed, oral, and all other types of media including but not limited to SHRM logos, resources, branding and branding requirements, affiliate of logo, and all others. The Chapter may use only the “Affiliate of SHRM” logo or the approved SHRM branded block template, in accordance with SHRM Brand Standards Guides. The Chapter shall not use the standard, standalone SHRM logo in any media, for any reason. The Chapter may not use the SHRM name, logos, trademarks, or copyrightable materials in any manner that deviates from the SHRM Guidelines without SHRM’s prior written permission. The Chapter may register a domain name that is either as it appears in the SHRM approved bylaws or the approved SHRM branded block template.

    Section 1.5: Starting or Affiliating with Other Groups.

    The Chapter is required to obtain written approval from SHRM’s CEO/President or designee before the Chapter legally affiliates through the governance process with other groups or starts other groups or sub Chapters while affiliated with SHRM. This includes the written approval of all governing documents associated with these organizations.

    Section 1.5a: The Chapter may initiate, facilitate or engage in mutually beneficial business relationships that further the Chapter’s business or mission objectives to the extent these business relationships are not in conflict with Section 1.5. 

    Section 1.6: Approved 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 physical events within their service area unless the Chapter obtains written approval of SHRM’s CEO/President or designee.

    Section 1.7: Member Service Area.

    The Chapter is required to obtain written approval from SHRM’s CEO/President or designee (which includes the written approval of all governing documents associated with these organizations) prior to the Chapter starting a new Chapter, sub-Chapter, or adding a Member Service Area (“MSA”) to an approved service area, while affiliated with SHRM.

    Section 1.8: Approved Service Area Modifications.

    Should the Chapter wish to request a modification to the Approved 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 written approval from SHRM’s CEO/President or designee.

    ARTICLE 2
    PURPOSE

    The purposes of this Chapter, as a non-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 individuals 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.

    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:

    1. to 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 and guide the direction of the human resource profession; and
    5. to establish, monitor and update standards for the profession.

    ARTICLE 3
    FISCAL YEAR

    The fiscal and operational 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, 4.5, 4.6, and 4.7 of this Article. The Chapter is a 100% Affiliated Chapter of SHRM, and all Chapter members are required to be members in good standing of SHRM in order to then be a Chapter member. To achieve the mission of SHRM and 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 classes under federal, state or local laws.

    Section 4.2: Non-transferability of Membership.

    Membership in SHRM and 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: Professional Members.

    Professional membership requirements shall be the same as SHRM professional member requirements. Individuals who are engaged in the profession of human resource management and who meet one of the following criteria:

    (a)  Possess at least three (3) years of exempt-level human resource management experience.

    (b)  Hold an HR certification recognized by SHRM.

    (c)   Are 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 (3) years of experience at this level of teaching.

    (d)  Are full-time consultants with at least three (3) years of experience as a practitioner in human resource management.

    (e)  Are full-time attorneys with at least three (3) years of 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 4.5: Associate Members.

    Associate membership requirements shall be the same as SHRM Associate member requirements. Individuals in non-exempt human resource management positions, plus persons who do not meet the qualifications of the other classes of membership, but who are interested in the field of human resource management. Associate Members have no vote and may not hold office in the Chapter.

    Section 4.6: Student Members.

    Student membership requirements shall be the same as SHRM. Individuals may be granted student membership provided they meet the criteria as outlines below.  They shall have no vote and may not hold office in the Chapter. Since the Chapter is a 100% Affiliated Chapter, student members must be SHRM student members in good standing in order to then be a Chapter student member.

    (a)  Student is currently enrolled in a degree-seeking program. Student shall provide proof of enrollment in a college or university to qualify for student membership.

    (b)  Student’s coursework, taken or planned, supports an interest in Human Resource Management or a related degree program.

    (c)   Student membership will be limited to six (6) years from initial start date. A full- time student enrolled in a graduate degree program may apply for an additional (2) years of student membership. A student member cannot have previously held professional membership. Upon graduation or academic withdrawal, student member must convert to professional membership during the next renewal cycle.

    Section 4.7: Retired Members.

    Retiree membership requirements shall be the same as SHRM retiree member requirements. A current Chapter member, in the Professional, General, or Special Expertise class of membership, who has retired from active full-time employment may apply to the Chapter for Retired Membership. OPTIONAL: Retired Annual Members shall have no vote and may not hold office in the Chapter.

    Section 4.8: 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 tallied by an Ad Hoc committee appointed by the Board of Directors.

    Section 4.9: Dues.

    Annual membership dues may be established for the next year by the Board of Directors. The Chapter currently does not charge annual membership dues for Chapter members.

    Section 4.10: Discipline and Termination of Membership.

    Any member may be removed from membership, with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting. Prior to the vote the member shall be entitled to respond to the allegations deemed to constitute cause for removal from membership. Any member failing to maintain membership in SHRM will forfeit their membership in the Chapter. This applies to all members, Chapter paid staff, as well as volunteer and elected leaders..

    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 and may be held in person or virtually.

    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. Such meetings may be held in person or virtually.

    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 in-person meeting or via electronic voting methods for virtual meetings.

    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. The notice provision may be waived in the case of an emergency with the concurrence of a simple majority of the board.

    Section 5.5: Quorum.

    Members holding one-tenth of the votes entitled to be cast, represented in person, virtually, 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, virtually, 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, 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 may also include, Certification Director, College Relations Director, Legislative Director, Membership Director, Professional Development Director, SHRM Foundation Director, Communications Director, Past President and any additional Core Leadership Area Directors. 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 SHRM members and Professional members of the Chapter in good standing at the time of nomination or appointment and for their complete term of office. If the Chapter has a designated Certification Director role, the person holding this role must be SHRM certified. All board members shall abide by SHRM’s Bylaws and Conflict of interest Policies.

    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 January 1 following their election and shall hold office for one year or until their successor is elected and takes office. Officers and Directors may not be elected to serve more than three (3) consecutive terms in the same position unless extenuating circumstances apply.

    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 virtual meeting, 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 or email consent of all voting members.

    Section 6.8: Board of Directors' Responsibilities.

    The Board of Directors 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 Director and Officer.

    Any Chapter leader 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. Prior to the vote, the Chapter leader shall be entitled to respond to the allegations deemed to constitute cause for removal from elected or appointed role. SHRM reserves the right to remove any elected or appointed Chapter Leader (Director, Officer, Committee Chair, Committee Member, or other) from office who has demonstrated actions that are inconsistent with the Chapter Bylaws, the Chapter charter or operating guidelines.

    Section 6.10: Maintain Coverage.

    The Chapter should seek to obtain and maintain a policy or policies of basic Directors & Officers (D&O) and Cyber Liability Insurance commensurate with assets and liabilities of the Chapter. Errors and Omissions (E&O) Insurance is strongly recommended. These policies provide the board members, officers, employees, members, volunteers, or agents of the Chapter with coverage for losses from wrongful or negligent acts, or to ensure the Chapter’s performance of its obligations under this Agreement. In all insurance policies, SHRM should be identified as an additional insured.

    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. Any such regular meeting may be held partially or entirely by electronic means, telephone, or other communication facility. A director participating in a meeting by these means is deemed to be present “in persona” at the meeting.

    Section 6.12: Directors. Manner of Acting.

    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:

    (a)      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;

    (b)      The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

    (c)      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:

    (a)      Review Board information packets and be prepared to fully participate in all agenda items before the Board at each meeting.

    (b)      Attend at least seventy-five percent (3/4ths) of all Board meetings and Membership meetings during the Chapter fiscal year, exceptions for extenuating circumstances may be granted by the President.

    (c)      Actively contribute and work to support the goals of the Chapter.

    Section 6.14: 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 to be no more than 3 months. The Board shall either approve or reject the petition by majority vote of a quorum of the Board.

    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 Board. The position descriptions are subject to change as deemed necessary by the President and/or the Board. Directors are required to be a member of SHRM in good standing and then of the Chapter. The Chapter is required to have at least one Board of Directors Member (“Volunteer Leader”) attend SHRM’s Volunteer Leader Business Meeting each year.

    Section 7.1: Certification Director.

    The Certification Director manages the Chapter’s SHRM certification program. They work to increase the number of Chapter members who are certified as SHRM-CP or SHRM-SCP by the SHRM Certification Commission and encourage members to become certified and recertified. The Certification Director must be a SHRM member in good standing for the duration of their term and be SHRM certified.

    Section 7.2: College Relations Director.

    The College Relations Director manages the scholarship program, internship program, and college outreach efforts.

    Section 7.3: Communications Director.

    The Communications Director promotes awareness of the purpose and actions of the Chapter through ongoing communication efforts and branding initiatives, including use of social media tools.

    Section 7.4: Legislative Director.

    The Legislative Director monitors and evaluates on a continuing basis, pending legislative, regulatory, and legal action at the federal, state, and local level that may have an impact on the management of human resources. They provide a legislative report to members.

    Section 7.5: Membership Director.

    The Membership Director plays the key role in maintaining the health and growth of Chapter Membership. They work to engage existing members and attract new members. They shall encourage Chapter and SHRM membership growth and shall maintain the official membership roster of the Chapter.

    Section 7.6: Past President.

    The Past President shall advise the president and other officers and members of the Board of Directors regarding past practices, general operations, and other matters to assist in the smooth operation of the Chapter. They will fulfill such duties as requested by the president.

    Section 7.7: President.

    The President shall preside at the meetings of the members and of the Board. They 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. The President is responsible for the Chapter staying in compliance with SHRM affiliate requirements and guidelines and serving as a liaison with SHRM and the State Council throughout the duration of their term of office.

    Section 7.8: President-Elect.

    The President-Elect shall assist the president in overseeing all the activities of the Chapter. The President-Elect, at the request of the President or in their absence or disability, may perform any of the duties of the President. They shall have such other powers and perform such other liaison duties as the Board, or the President may determine. The President-Elect is encouraged to attend the annual SHRM Leadership Conference.

    Section 7.9: Professional Development Director.

    The Professional Development Director coordinates the human resource training and development activities for members.

    Section 710: Secretary.

    The Secretary shall be responsible for recording the minutes of all meetings of the Chapter, providing notice of meetings, and preparing general correspondence. The Secretary maintains Chapter records and history.

    Section 7.11: SHRM Foundation Director.

    The SHRM Foundation Director educates, promotes, and represents the interests of the SHRM Foundation and its activities to the Chapter Membership.

    Section 7.12: Treasurer.

    The Treasurer shall act as financial officer and advisor to the Board of Directors. The Treasurer maintains the Chapter mailbox and distributes mail to the appropriate officer, director, or chair. The Treasurer shall be responsible for the financial affairs of the Chapter, preparing financial reports, and all local, state, federal, and other jurisdictional required filings. They are responsible for membership billing and receivables.

    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 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. The president may organize special Committees or task forces to meet Chapter needs.

    Section 8.4: Committee Activity.

    Committees are established to provide the Chapter with special ongoing services to support membership, programs, professional development, communications, marketing, and public relations.

    ARTICLE 9

    ELECTRONIC VOTING

    Electronic ballots can be used for the election of Directors provided the Chapter has had at least one in-person meeting that year. Voting via email or other electronic means can be used by the Board of Directors to vote on urgent Board business that cannot wait for an in-person meeting. Paper ballots can be provided upon request.

    ARTICLE 10

    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. Each Chapter Board Member and Officer shall attest that they abide by SHRM's 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 11

    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 12

    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 their designee as being in furtherance of the purposes of 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 their designee.

    ARTICLE 13

    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 501(c) organization in alignment with the purposes of the Chapter).  Should a Chapter become an MSA of another Chapter (host), the Chapter would be dissolved. In this situation, the dissolving Chapter funds shall be transferred to the host Chapter (successor). Funds should be transferred within 180 days or as soon as reasonably practical.

    ARTICLE 14

    WITHDRAWAL OF AFFILIATED CHAPTER STATUS

    Affiliated Chapter status may be withdrawn by the President/CEO of SHRM or their 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 President/CEO or their designee 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 President/CEO or their designee, it is subject to immediate disaffiliation by SHRM. After withdrawal of Chapter status, the SHRM President/CEO or their designee may cause a new Chapter to be created or may re-confer Chapter status upon such body.

    ARTICLE 15

    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

    ARTICLE 16

    LOANS, CHECKS and DEPOSITS

    Section 16.1: 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 16.2: Banking.

    All checks, drafts, debit transactions or other orders for the payment of money shall be signed and approved 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 notes or other evidences of indebtedness issued in the name of the Chapter shall be signed Officers and agents of the Chapter and in such manner as shall from time to time be determined by resolution of the Board.

    Section 16.3: 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 17

    RECORDS

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

    Section 17.1: Bylaws.

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

    Section 17.2: 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 subject to Oregon State Archives retention guidelines.

    Section 17.3: 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 principles, the annual financial statements must also be prepared on that basis. The Chapter shall also retain the last three accountant 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 17.4: 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 17.5: Notices.

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