By Laws
Metro East Illinois-SHRM Chapter Bylaws
ARTICLE 1
NAME AND AFFILIATION
Section 1.1: Name
The name of the Chapter is Metro East Illinois–SHRM, a Chapter of the Society for Human Resource Management (herein referred to as the "Chapter"). An alternative name which can be used with social media and logos is MEI–SHRM.
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:
- Support the professional by providing a means for the exchange of ideas and discussion of the issues, challenges and strategies of human resources
- Present Chapter members with education and information that assist human resource professionals in their roles as leaders and decision makers
- To serve as an important vehicle for introducing human resource management professionals to SHRM
- Increase awareness of Metro East Illinois–SHRM as a resource within the community we serve
- Align with SHRM to ensure HR is recognized for its contributions to business success
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 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;
- to establish, monitor and update standards for the profession;
- to support others wishing to pursue a Human Resources career path;
- to provide a job board resource for HR professionals; and
- to provide a forum for student membership for those interested in a career in human resources.
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 the Chapter shall be as stated in Sections 4.3, 4.4, and 4.5 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, not an organization with which the member is affiliated.
Section 4.4: Professional Members
Professional membership shall be limited to those individuals who are engaged as one or more of the following: (1) individuals whose professional full-time or part-time employment is in the field of human resources including professional members in-transition; (a) faculty members holding an assistant, associate, or full professor position in human resource management or any of its specialized functions at an accredited college or university; (b) attorneys whose practices include counseling and advising clients on human resources related matters; (c) consultants who specialize in human resources; (d) individuals certified by the Human Resource Certification Institute, or (e) retired professionals with at least 5 years work experience in Human Resources. Each professional member shall have the privilege of attending and participating in any and all functions of the Chapter with full voting rights and shall be eligible to serve in office as a Chapter board member.
Section 4.5: Student Members
Individuals, who are enrolled as full-time or part-time students in human resource or related programs and/or courses at the college or university level, are eligible for student membership, provided they do not otherwise meet the definition of a professional member. Student members may not vote or hold office in the Chapter. Student memberships are not transferable to other individuals.
Section 4.6: Application for Membership
Application for membership shall be made with the Vice President of Membership. All applications shall be reviewed by the membership committee and recommendations made to the Board of Directors or their designee. The Chapter Board shall vote on approval of each application. New members shall be afforded full membership rights from the date of application approval by the Board of Directors or their designee.
Section 4.7: 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. Student Members are not eligible to vote. Votes shall be tallied by an Ad Hoc Committee appointed by the Board of Directors.
Section 4.8: Dues & Fees
The Chapter Board shall annually determine and publish the amount of membership dues and meal fees for the following year by the end of the current year. Members shall be responsible for paying dues no later than January 15 of each year. Current dues for professional members are assessed annually. Retiree, student and professional members in-transition annual dues are offered at a discount.
Section 4.9 Termination of Membership
Members may voluntarily withdraw from the Chapter by submitting a written resignation to the executive board. No refunds of dues will be given. Membership will be terminated for nonpayment of annual dues. Furthermore, a member may have his/her membership revoked by the Chapter Board for violating the Society Code of Ethics or any other rules or principles of the Chapter.
ARTICLE 5
MEMBER MEETINGS
Section 5.1: Regular Meetings
Regular meetings of the members shall be held monthly on the second Thursday of the month or as otherwise determined by the Board of Directors. Entertainment, business tours, conventions, etc. may supplement any required meeting at such time and place as the Chapter Board may determine.
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. Newly elected members shall be sworn in at the regular Chapter meeting in January of each year or at such other time as determined by the Chapter Board.
Section 5.3: Special Meetings
Special meetings of the Chapter may be called at any time by the Chapter Board, provided that sufficient notice is given and the nature of the business is specifically stated.
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.
Section 5.5: Quorum
Members holding a minimum of one-tenth of the votes entitled to be cast, represented in person or by conference call, shall constitute a quorum. The total number of written ballots received from members shall represent a quorum for written votes. A majority of board members present at Chapter board meetings shall constitute a quorum.
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, Vice President, Secretary, and Treasurer. The number of officers and respective duties may be changed (expanded or minimized) by majority vote of the Chapter Board and providing 10 days advance notice to the membership.
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 Core Leadership Area Vice Presidents and the Past President. These shall constitute the governing body of the Chapter. Additional Core Leadership Area Vice Presidents 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 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. The chapter also requires that each Board member 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 Vice Presidents of Core Leadership Areas 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 Vice President shall assume office on January 1 following his/her election and shall hold office for two (2) years or until his/her successor is elected and takes office. Officers and Vice Presidents of Core Leadership Areas 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. As the chapter will sponsor the President (or proxy) to attend required meetings including, but not limited to, the state leadership conference, SHRM national conference, state council meetings, state conference, national leadership conference, the Board of Directors will be responsible for approving funds up to a limited amount to cover travel expenses including airfare, hotel, gas, taxi and meals for required travel. The Board of Directors may also approve funds for other Board members and/or Vice Presidents/Directors of the chapter to attend any of these functions as deemed appropriate.
Section 6.9: Removal of Director and Officer
Any Officer or Vice President/Committee Chair 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.
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: 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. As a representative of the group, he/she shall also attend the annual state leadership conference, SHRM national conference, state council meetings, state conference, and national leadership conference, and any other state council related meetings, or appoint a proxy when unable to attend.
Section 7.2: The Vice President
The Vice President shall serve as liaison for all Membership Committees. He/she shall encourage Chapter and SHRM membership growth and shall make arrangements for all Chapter meetings. He/she shall have such other powers and perform such other duties as the President may determine. The Chapter requires the Vice President to be a current member in good standing of SHRM during his/her entire term of office. The Vice President shall maintain the official roster of Chapter members.
Section 7.3: The Secretary
The Secretary shall be responsible for recording the minutes of the Chapter and keeping up-to-date position descriptions. The Secretary will be responsible for updating the by-laws of the Chapter. He/she shall also perform such other duties as the President may determine. The Chapter requires the Secretary to be a current member in good standing of SHRM throughout the duration of his/her term of office.
Section 7.4: The Treasurer The Treasurer shall be responsible for all 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 and all requiring filings with the state and/or federal agencies. He/she shall also perform such other duties as the President may determine. A dual check signor provision is required for the Chapter. The Chapter requires the Treasurer to be a current member in good standing of SHRM throughout the duration of his/her term of office.
Section 7.5: Vice Presidents of Core Leadership Areas
Core Leadership Area Vice Presidents 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. The Chapter requires each CLA Vice President to be a current member in good standing of SHRM throughout the duration of his/her term of office.
Section 7.6: 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. The chapter requires the Past President to be a current member in good standing of SHRM throughout the duration of his/her term of office.
Section 7.7: Vice President of Programming
The Vice President of Programming shall be responsible for securing sponsors and speakers for the Chapter. These responsibilities shall include the development of sponsorship opportunities. The Chapter requires the Vice President of Programming to be a current member in good standing of SHRM throughout the duration of his/her term of office.
Section 7.8: Vice President of Membership
The Vice President of Membership shall be responsible for registration at all Chapter events and will work to increase membership size of the Chapter. The Vice President of Membership is responsible for programs aimed at securing new members and retention of current members. Working with the Treasurer and Secretary, the Vice President of Membership will provide the Chapter Board Vice President with a true and accurate accounting of membership. The Vice President of Membership shall be a current member of SHRM in good standing throughout the duration of his/her term of office.
ARTICLE 8
COMMITTEES
Section 8.1: Committee
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 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, Programs, Professional Development, Communications, Marketing/Public Relations, etc.
ARTICLE 9
ELECTRONIC VOTING
The Chapter shall allow members entitled to vote to participate in and act at any meeting through the use of a conference telephone or interactive technology, including but not limited to electronic transmission, internet usage, or remote communication, by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Mail or electronic voting means may be utilized for any voting issue coming before the Chapter. In order for mail or electronic votes to be valid, they must be submitted by the deadline identified in the voting materials. The same guidelines shall apply to the Chapter Board.
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.
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 his/her 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 his/her 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 organization or charity with purposes consistent with those of the Chapter).
ARTICLE 14
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 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.
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. Note* These revised bylaws are not effective until approved and signed by SHRM CEO or designee.
Ratified by the Membership of Chapter and signed by:
Chapter President ______________________________________________ Date _________________
Approved by:
SHRM President/CEO or President/CEO Designee ______________________ Date ________________
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