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ARTICLES OF ORGANIZATION AND BY-LAWS

NORTHLAND HUMAN RESOURCE ASSOCIATION SOCIETY FOR HUMAN RESOURCE MANAGEMENT
(As amended October 2011)


ARTICLE 1. NAME AND AFFILIATION

Section 1.1: Name. The name of this chapter shall be the Northland Human Resource Association (NHRA) (herein referred to as the “Chapter”). To avoid confusion, the Chapter will refer to itself as the Northland Human Resource Association (NHRA) and not as SHRM or the Society of Human Resource Management.

Section 1.2: Affiliation. This 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, shall be:

A. To foster and promote better methods and procedures that will encourage the development of higher standards of performance in the field of human resource management.

B. To provide its members with the opportunity of meeting and exchanging constructive ideas and information with others engaging in similar work and facing similar problems.

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:

A. To be a recognized world leader in human resource management;
B. To provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;
C. To be the voice of the profession on human resource management issues;
D. To facilitate the development and guide the direction of the human resource profession; and
E. To establish, monitor and update standards for the profession.

ARTICLE 3. FISCAL YEAR

Section 3.1: Fiscal Year. The fiscal year for the Association 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 agreeable 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 as stated in Sections 4.2, 4.3 and 4.4 of this Article. To achieve the mission of the Chapter there shall be no discrimination in individual memberships or Chapter activities, including the holding of office because of race, religion, sex, age, national origin, disability, veteran’s status, or any other legally protected class. Membership in SHRM, the Society for Human Resource Management, shall be left to the discretion of the individual members; however, membership in SHRM will guarantee eligibility for NHRA membership.

Section 4.2: Individual Membership. Membership in the Chapter is held in the individual’s name, not an organization with which the member is affiliated.

Section 4.3: Regular Membership. Regular membership shall be limited to those practitioners who are predominantly engaged in a human resource (HR) capacity at a professional level. Those activities are limited to employee recruitment and selection; HR planning; training and development; compensation and benefits; health, safety and security; employee and labor relations; HR research; and EEO and Affirmative Action, as well as those individuals who demonstrate a bona fide interest in human resource management and the mission of the Chapter.

Section 4.4: Student Members. Individuals who are (a) enrolled either as 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 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 may not vote or hold office in the Chapter.

Section 4.5: Application for Membership. Application for membership shall be made in writing on forms furnished by the Chapter for this purpose. While any member of the Chapter may receive such application, they must be submitted to the chairperson of the Membership Committee for action. All accepted applicants will receive a letter from the chairperson of the Membership Committee and other pertinent materials from the Membership Committee. The chairperson of the Membership Committee will notify rejected applicants by letter. All new members will be listed in the NHRA newsletter/website.

Section 4.6: Voting. Each regular member in good standing 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 4.7: Dues. The amount of dues shall be determined each year by the Board of Directors prior to their due date. The membership shall be notified thereof. Dues may be pro-rated after July 1 (half regular annual dues) (from July 1 – September 30) New members during October, November, and December will not be billed again the next calendar year. Dues shall be payable within 30 days after receipt of the billing statement from the Chapter. An individual billing statement will be sent to each member. The annual dues for membership from an individual in the Society for Human Resource Management will be established by the national organization. NHRA will pay the annual SHRM dues for the Chapter President.

ARTICLE 5. MEMBER MEETINGS

Section 5.1: Regular Meetings. A general meeting of all members shall be held on the second Tuesday of each month at least six times per calendar year. The Program Director shall arrange the place for the meeting. Changes in the meeting location will be published in the newsletter/website or program notices.

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.

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 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 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 ten percent (10%) of the paid regular membership 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 electronically, e.g. e-mail, 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.

Section 5.6: Guests at Meetings. An individual who is not included in any class of membership of this Chapter shall be limited in their attendance to no more than three meetings in the Chapter year. Such guests must have been invited to the meeting by a member of the Chapter and may attend a Chapter meeting only with the sponsoring member being present.

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 and method of meeting, e.g. in person, via conference call or electronically.

Section 6.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect and/or Past President, Secretary and Treasurer.

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 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 regular 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 office of the President shall be a two year term not to exceed more than one term. During the first term of the Presidency there shall be a Past President position, but not a President-Elect position. During the second term of the Presidency there will be a President-Elect position, but not a Past President. All other Board members may not be elected to serve more than three (3) consecutive one-(1) year terms in the same office without first opening the position to membership. Extensions must be approved by the board.

Section 6.5: Election – Term of Office. The regular members of the Chapter shall elect each officer (except for President or Past President) for a term of one year. The election of officers shall be conducted as follows:

A. By September 1 of each year, the President shall appoint from among the regular membership a nominating committee of three persons who shall make a careful study of the membership and select at least one candidate for each office. Candidates are to be actively engaged in human resource management. After obtaining consent to serve if elected, this slate shall be presented to the members for election in November with tenure of office to begin January 1.

B. The names of persons nominated from the floor, if actively engaged in human resource management, will be added to the ballot if such nominations are made and seconded by an eligible member. If there is only one candidate for an office after nominations have been officially closed, such candidate will be considered elected to that office by acclamation.

Section 6.6: Vacancies. In the event of the resignation of the Secretary, Treasurer, or President-Elect, a special election shall be held to fill the vacancy within a 30-day period. In the event of the resignation of the President, the President-Elect or Past President, depending on the term year of the President.s resignation, shall resign that position and succeed the President.

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 or electronically 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. Voting: A simple majority vote shall be sufficient to carry all motions at board meetings.

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 regular 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 Director or officer other than the President may be removed from office, with cause, upon an affirmative vote of two-thirds (2/3) of the then entire number of voting Directors taken at a duly constituted Board of Directors meeting. The President may be removed by majority vote of the then entire number of voting Directors, subject to any contract, if any, between the Chapter and the President.

ARTICLE 7. DUTIES OF OFFICERS

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 all general meetings and Board of Director meetings. The board meeting agenda shall be distributed to board members a minimum of 48 hours prior to the board meeting. S/he shall be authorized to countersign checks issued by the Chapter in the absence of the Treasurer; s/he shall have general charge and supervision of all the affairs of the Chapter and shall perform such duties as are usually associated with that office; s/he shall appoint all standing committee chairpersons and special committees. S/he shall serve as the Board of Director.s liaison to the Conference, Nominating and Legislative Committees. S/he shall act as the liaison between the Chapter and SHRM as well as other professional groups and ensure that the Chapter is properly represented at official functions. S/he will serve on the Board of the State SHRM Council. The President shall retain all historical data relating to the Chapter. S/he will complete the SHRM Shape when office of Past President is not filled.

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.

Section 7.3: Treasurer. The Treasurer shall be responsible for collecting and depositing all funds due to or collected by the Chapter. S/he shall keep accurate and complete records of receipts and disbursements and render monthly and annual financial reports to the Board of Directors and submit them for publication in the newsletter. This responsibility shall include arrangements for the annual examination and audit of the account and the performance of such other duties as the President may determine.

Section 7.4: Secretary. The Secretary shall record all proceedings at all Board of Directors. meetings and distribute to all board members within two weeks of the meeting.

Section 7.5: Core Leadership Area (CLA) Directors. Core Leadership Area 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. S/he shall have the authority to appoint sub-committees to plan and implement the activities associated with the CLA for the year.

Section 7.6: Past President. The Past President shall serve on the Board of Directors and assist in the transition of new officers. S/he shall perform the duties of the President in h/s/her absence or at his/her request. S/he will complete the SHRM Shape.

ARTICLE 8. COMMITTEES

Section 8.1: Standing Committees. The Standing committees are as listed in Section 8.3. Additional committees and/or ad-hoc committees will be created as designated by the Board of Directors.

Section 8.2: Appointing the Board of Directors. The President will appoint the Board of Directors

Section 8.3: Standing committees. The standing committees of the Chapter are, but are not limited to:

A. Membership Committee
B. Program Committee
C. Newsletter Committee
D. Professional Certification
E. Conference Committee
F. Nominating Committee
G. Legislative Committee
H. Education Committee
I. Student Chapter Committee
J. Additional Committees or at-large

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 without the approval from the Board of Directors.

ARTICLE 10. AMENDMENTS TO BY-LAWS

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.

ARTICLE 11. DISSOLUTION

In the event of dissolution of this Chapter, any net assets will be distributed to the SHRM Foundation or other such tax-exempt organization as may be decided by the membership.

ARTICLE 12: 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 13. 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.

Mission & By-Laws

ARTICLES OF ORGANIZATION AND BY-LAWS NORTHLAND HUMAN RESOURCE ASSOCIATION SOCIETY FOR HUMAN RESOURCE MANAGEMENT (As amended October 2011)

ARTICLE 1. NAME AND AFFILIATION

Section 1.1: Name. The name of this chapter shall be the Northland Human Resource Association (NHRA) (herein referred to as the “Chapter”). To avoid confusion, the Chapter will refer to itself as the Northland Human Resource Association (NHRA) and not as SHRM or the Society of Human Resource Management.

Section 1.2: Affiliation. This 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, shall be:

A. To foster and promote better methods and procedures that will encourage the development of higher standards of performance in the field of human resource management.

B. To provide its members with the opportunity of meeting and exchanging constructive ideas and information with others engaging in similar work and facing similar problems.

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:

A. To be a recognized world leader in human resource management;
B. To provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;
C. To be the voice of the profession on human resource management issues;
D. To facilitate the development and guide the direction of the human resource profession; and
E. To establish, monitor and update standards for the profession.

ARTICLE 3. FISCAL YEAR

Section 3.1: Fiscal Year. The fiscal year for the Association 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 agreeable 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 as stated in Sections 4.2, 4.3 and 4.4 of this Article. To achieve the mission of the Chapter there shall be no discrimination in individual memberships or Chapter activities, including the holding of office because of race, religion, sex, age, national origin, disability, veteran’s status, or any other legally protected class. Membership in SHRM, the Society for Human Resource Management, shall be left to the discretion of the individual members; however, membership in SHRM will guarantee eligibility for NHRA membership.

Section 4.2: Individual Membership. Membership in the Chapter is held in the individual’s name, not an organization with which the member is affiliated.

Section 4.3: Regular Membership. Regular membership shall be limited to those practitioners who are predominantly engaged in a human resource (HR) capacity at a professional level. Those activities are limited to employee recruitment and selection; HR planning; training and development; compensation and benefits; health, safety and security; employee and labor relations; HR research; and EEO and Affirmative Action, as well as those individuals who demonstrate a bona fide interest in human resource management and the mission of the Chapter.

Section 4.4: Student Members. Individuals who are (a) enrolled either as 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 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 may not vote or hold office in the Chapter.

Section 4.5: Application for Membership. Application for membership shall be made in writing on forms furnished by the Chapter for this purpose. While any member of the Chapter may receive such application, they must be submitted to the chairperson of the Membership Committee for action. All accepted applicants will receive a letter from the chairperson of the Membership Committee and other pertinent materials from the Membership Committee. The chairperson of the Membership Committee will notify rejected applicants by letter. All new members will be listed in the NHRA newsletter/website.

Section 4.6: Voting. Each regular member in good standing 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 4.7: Dues. The amount of dues shall be determined each year by the Board of Directors prior to their due date. The membership shall be notified thereof. Dues may be pro-rated after July 1 (half regular annual dues) (from July 1 – September 30) New members during October, November, and December will not be billed again the next calendar year. Dues shall be payable within 30 days after receipt of the billing statement from the Chapter. An individual billing statement will be sent to each member. The annual dues for membership from an individual in the Society for Human Resource Management will be established by the national organization. NHRA will pay the annual SHRM dues for the Chapter President.

ARTICLE 5. MEMBER MEETINGS

Section 5.1: Regular Meetings. A general meeting of all members shall be held on the second Tuesday of each month at least six times per calendar year. The Program Director shall arrange the place for the meeting. Changes in the meeting location will be published in the newsletter/website or program notices.

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.

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 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 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 ten percent (10%) of the paid regular membership 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 electronically, e.g. e-mail, 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.

Section 5.6: Guests at Meetings. An individual who is not included in any class of membership of this Chapter shall be limited in their attendance to no more than three meetings in the Chapter year. Such guests must have been invited to the meeting by a member of the Chapter and may attend a Chapter meeting only with the sponsoring member being present.

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 and method of meeting, e.g. in person, via conference call or electronically.

Section 6.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect and/or Past President, Secretary and Treasurer.

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 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 regular 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 office of the President shall be a two year term not to exceed more than one term. During the first term of the Presidency there shall be a Past President position, but not a President-Elect position. During the second term of the Presidency there will be a President-Elect position, but not a Past President. All other Board members may not be elected to serve more than three (3) consecutive one-(1) year terms in the same office without first opening the position to membership. Extensions must be approved by the board.

Section 6.5: Election – Term of Office. The regular members of the Chapter shall elect each officer (except for President or Past President) for a term of one year. The election of officers shall be conducted as follows:

A. By September 1 of each year, the President shall appoint from among the regular membership a nominating committee of three persons who shall make a careful study of the membership and select at least one candidate for each office. Candidates are to be actively engaged in human resource management. After obtaining consent to serve if elected, this slate shall be presented to the members for election in November with tenure of office to begin January 1.

B. The names of persons nominated from the floor, if actively engaged in human resource management, will be added to the ballot if such nominations are made and seconded by an eligible member. If there is only one candidate for an office after nominations have been officially closed, such candidate will be considered elected to that office by acclamation.

Section 6.6: Vacancies. In the event of the resignation of the Secretary, Treasurer, or President-Elect, a special election shall be held to fill the vacancy within a 30-day period. In the event of the resignation of the President, the President-Elect or Past President, depending on the term year of the President.s resignation, shall resign that position and succeed the President.

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 or electronically 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. Voting: A simple majority vote shall be sufficient to carry all motions at board meetings.

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 regular 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 Director or officer other than the President may be removed from office, with cause, upon an affirmative vote of two-thirds (2/3) of the then entire number of voting Directors taken at a duly constituted Board of Directors meeting. The President may be removed by majority vote of the then entire number of voting Directors, subject to any contract, if any, between the Chapter and the President.

ARTICLE 7. DUTIES OF OFFICERS

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 all general meetings and Board of Director meetings. The board meeting agenda shall be distributed to board members a minimum of 48 hours prior to the board meeting. S/he shall be authorized to countersign checks issued by the Chapter in the absence of the Treasurer; s/he shall have general charge and supervision of all the affairs of the Chapter and shall perform such duties as are usually associated with that office; s/he shall appoint all standing committee chairpersons and special committees. S/he shall serve as the Board of Director.s liaison to the Conference, Nominating and Legislative Committees. S/he shall act as the liaison between the Chapter and SHRM as well as other professional groups and ensure that the Chapter is properly represented at official functions. S/he will serve on the Board of the State SHRM Council. The President shall retain all historical data relating to the Chapter. S/he will complete the SHRM Shape when office of Past President is not filled.

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.

Section 7.3: Treasurer. The Treasurer shall be responsible for collecting and depositing all funds due to or collected by the Chapter. S/he shall keep accurate and complete records of receipts and disbursements and render monthly and annual financial reports to the Board of Directors and submit them for publication in the newsletter. This responsibility shall include arrangements for the annual examination and audit of the account and the performance of such other duties as the President may determine.

Section 7.4: Secretary. The Secretary shall record all proceedings at all Board of Directors. meetings and distribute to all board members within two weeks of the meeting.

Section 7.5: Core Leadership Area (CLA) Directors. Core Leadership Area 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. S/he shall have the authority to appoint sub-committees to plan and implement the activities associated with the CLA for the year.

Section 7.6: Past President. The Past President shall serve on the Board of Directors and assist in the transition of new officers. S/he shall perform the duties of the President in h/s/her absence or at his/her request. S/he will complete the SHRM Shape.

ARTICLE 8. COMMITTEES

Section 8.1: Standing Committees. The Standing committees are as listed in Section 8.3. Additional committees and/or ad-hoc committees will be created as designated by the Board of Directors.

Section 8.2: Appointing the Board of Directors. The President will appoint the Board of Directors

Section 8.3: Standing committees. The standing committees of the Chapter are, but are not limited to:

A. Membership Committee
B. Program Committee
C. Newsletter Committee
D. Professional Certification
E. Conference Committee
F. Nominating Committee
G. Legislative Committee
H. Education Committee
I. Student Chapter Committee
J. Additional Committees or at-large

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 without the approval from the Board of Directors.

ARTICLE 10. AMENDMENTS TO BY-LAWS

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.

ARTICLE 11. DISSOLUTION

In the event of dissolution of this Chapter, any net assets will be distributed to the SHRM Foundation or other such tax-exempt organization as may be decided by the membership.

ARTICLE 12: 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 13. 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.

Mission & By-Laws

ARTICLES OF ORGANIZATION AND BY-LAWS NORTHLAND HUMAN RESOURCE ASSOCIATION SOCIETY FOR HUMAN RESOURCE MANAGEMENT (As amended October 2011)

ARTICLE 1. NAME AND AFFILIATION

Section 1.1: Name. The name of this chapter shall be the Northland Human Resource Association (NHRA) (herein referred to as the “Chapter”). To avoid confusion, the Chapter will refer to itself as the Northland Human Resource Association (NHRA) and not as SHRM or the Society of Human Resource Management.

Section 1.2: Affiliation. This 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, shall be:

A. To foster and promote better methods and procedures that will encourage the development of higher standards of performance in the field of human resource management.

B. To provide its members with the opportunity of meeting and exchanging constructive ideas and information with others engaging in similar work and facing similar problems.

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:

A. To be a recognized world leader in human resource management;
B. To provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;
C. To be the voice of the profession on human resource management issues;
D. To facilitate the development and guide the direction of the human resource profession; and
E. To establish, monitor and update standards for the profession.

ARTICLE 3. FISCAL YEAR

Section 3.1: Fiscal Year. The fiscal year for the Association 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 agreeable 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 as stated in Sections 4.2, 4.3 and 4.4 of this Article. To achieve the mission of the Chapter there shall be no discrimination in individual memberships or Chapter activities, including the holding of office because of race, religion, sex, age, national origin, disability, veteran’s status, or any other legally protected class. Membership in SHRM, the Society for Human Resource Management, shall be left to the discretion of the individual members; however, membership in SHRM will guarantee eligibility for NHRA membership.

Section 4.2: Individual Membership. Membership in the Chapter is held in the individual’s name, not an organization with which the member is affiliated.

Section 4.3: Regular Membership. Regular membership shall be limited to those practitioners who are predominantly engaged in a human resource (HR) capacity at a professional level. Those activities are limited to employee recruitment and selection; HR planning; training and development; compensation and benefits; health, safety and security; employee and labor relations; HR research; and EEO and Affirmative Action, as well as those individuals who demonstrate a bona fide interest in human resource management and the mission of the Chapter.

Section 4.4: Student Members. Individuals who are (a) enrolled either as 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 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 may not vote or hold office in the Chapter.

Section 4.5: Application for Membership. Application for membership shall be made in writing on forms furnished by the Chapter for this purpose. While any member of the Chapter may receive such application, they must be submitted to the chairperson of the Membership Committee for action. All accepted applicants will receive a letter from the chairperson of the Membership Committee and other pertinent materials from the Membership Committee. The chairperson of the Membership Committee will notify rejected applicants by letter. All new members will be listed in the NHRA newsletter/website.

Section 4.6: Voting. Each regular member in good standing 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 4.7: Dues. The amount of dues shall be determined each year by the Board of Directors prior to their due date. The membership shall be notified thereof. Dues may be pro-rated after July 1 (half regular annual dues) (from July 1 – September 30) New members during October, November, and December will not be billed again the next calendar year. Dues shall be payable within 30 days after receipt of the billing statement from the Chapter. An individual billing statement will be sent to each member. The annual dues for membership from an individual in the Society for Human Resource Management will be established by the national organization. NHRA will pay the annual SHRM dues for the Chapter President.

ARTICLE 5. MEMBER MEETINGS

Section 5.1: Regular Meetings. A general meeting of all members shall be held on the second Tuesday of each month at least six times per calendar year. The Program Director shall arrange the place for the meeting. Changes in the meeting location will be published in the newsletter/website or program notices.

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.

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 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 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 ten percent (10%) of the paid regular membership 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 electronically, e.g. e-mail, 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.

Section 5.6: Guests at Meetings. An individual who is not included in any class of membership of this Chapter shall be limited in their attendance to no more than three meetings in the Chapter year. Such guests must have been invited to the meeting by a member of the Chapter and may attend a Chapter meeting only with the sponsoring member being present.

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 and method of meeting, e.g. in person, via conference call or electronically.

Section 6.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect and/or Past President, Secretary and Treasurer.

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 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 regular 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 office of the President shall be a two year term not to exceed more than one term. During the first term of the Presidency there shall be a Past President position, but not a President-Elect position. During the second term of the Presidency there will be a President-Elect position, but not a Past President. All other Board members may not be elected to serve more than three (3) consecutive one-(1) year terms in the same office without first opening the position to membership. Extensions must be approved by the board.

Section 6.5: Election – Term of Office. The regular members of the Chapter shall elect each officer (except for President or Past President) for a term of one year. The election of officers shall be conducted as follows:

A. By September 1 of each year, the President shall appoint from among the regular membership a nominating committee of three persons who shall make a careful study of the membership and select at least one candidate for each office. Candidates are to be actively engaged in human resource management. After obtaining consent to serve if elected, this slate shall be presented to the members for election in November with tenure of office to begin January 1.

B. The names of persons nominated from the floor, if actively engaged in human resource management, will be added to the ballot if such nominations are made and seconded by an eligible member. If there is only one candidate for an office after nominations have been officially closed, such candidate will be considered elected to that office by acclamation.

Section 6.6: Vacancies. In the event of the resignation of the Secretary, Treasurer, or President-Elect, a special election shall be held to fill the vacancy within a 30-day period. In the event of the resignation of the President, the President-Elect or Past President, depending on the term year of the President.s resignation, shall resign that position and succeed the President.

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 or electronically 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. Voting: A simple majority vote shall be sufficient to carry all motions at board meetings.

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 regular 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 Director or officer other than the President may be removed from office, with cause, upon an affirmative vote of two-thirds (2/3) of the then entire number of voting Directors taken at a duly constituted Board of Directors meeting. The President may be removed by majority vote of the then entire number of voting Directors, subject to any contract, if any, between the Chapter and the President.

ARTICLE 7. DUTIES OF OFFICERS

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 all general meetings and Board of Director meetings. The board meeting agenda shall be distributed to board members a minimum of 48 hours prior to the board meeting. S/he shall be authorized to countersign checks issued by the Chapter in the absence of the Treasurer; s/he shall have general charge and supervision of all the affairs of the Chapter and shall perform such duties as are usually associated with that office; s/he shall appoint all standing committee chairpersons and special committees. S/he shall serve as the Board of Director.s liaison to the Conference, Nominating and Legislative Committees. S/he shall act as the liaison between the Chapter and SHRM as well as other professional groups and ensure that the Chapter is properly represented at official functions. S/he will serve on the Board of the State SHRM Council. The President shall retain all historical data relating to the Chapter. S/he will complete the SHRM Shape when office of Past President is not filled.

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.

Section 7.3: Treasurer. The Treasurer shall be responsible for collecting and depositing all funds due to or collected by the Chapter. S/he shall keep accurate and complete records of receipts and disbursements and render monthly and annual financial reports to the Board of Directors and submit them for publication in the newsletter. This responsibility shall include arrangements for the annual examination and audit of the account and the performance of such other duties as the President may determine.

Section 7.4: Secretary. The Secretary shall record all proceedings at all Board of Directors. meetings and distribute to all board members within two weeks of the meeting.

Section 7.5: Core Leadership Area (CLA) Directors. Core Leadership Area 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. S/he shall have the authority to appoint sub-committees to plan and implement the activities associated with the CLA for the year.

Section 7.6: Past President. The Past President shall serve on the Board of Directors and assist in the transition of new officers. S/he shall perform the duties of the President in h/s/her absence or at his/her request. S/he will complete the SHRM Shape.

ARTICLE 8. COMMITTEES

Section 8.1: Standing Committees. The Standing committees are as listed in Section 8.3. Additional committees and/or ad-hoc committees will be created as designated by the Board of Directors.

Section 8.2: Appointing the Board of Directors. The President will appoint the Board of Directors

Section 8.3: Standing committees. The standing committees of the Chapter are, but are not limited to:

A. Membership Committee
B. Program Committee
C. Newsletter Committee
D. Professional Certification
E. Conference Committee
F. Nominating Committee
G. Legislative Committee
H. Education Committee
I. Student Chapter Committee
J. Additional Committees or at-large

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 without the approval from the Board of Directors.

ARTICLE 10. AMENDMENTS TO BY-LAWS

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.

ARTICLE 11. DISSOLUTION

In the event of dissolution of this Chapter, any net assets will be distributed to the SHRM Foundation or other such tax-exempt organization as may be decided by the membership.

ARTICLE 12: 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 13. 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.

Mission & By-Laws

ARTICLES OF ORGANIZATION AND BY-LAWS NORTHLAND HUMAN RESOURCE ASSOCIATION SOCIETY FOR HUMAN RESOURCE MANAGEMENT (As amended October 2011)

ARTICLE 1. NAME AND AFFILIATION

Section 1.1: Name. The name of this chapter shall be the Northland Human Resource Association (NHRA) (herein referred to as the “Chapter”). To avoid confusion, the Chapter will refer to itself as the Northland Human Resource Association (NHRA) and not as SHRM or the Society of Human Resource Management.

Section 1.2: Affiliation. This 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, shall be:

A. To foster and promote better methods and procedures that will encourage the development of higher standards of performance in the field of human resource management.

B. To provide its members with the opportunity of meeting and exchanging constructive ideas and information with others engaging in similar work and facing similar problems.

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:

A. To be a recognized world leader in human resource management;
B. To provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;
C. To be the voice of the profession on human resource management issues;
D. To facilitate the development and guide the direction of the human resource profession; and
E. To establish, monitor and update standards for the profession.

ARTICLE 3. FISCAL YEAR

Section 3.1: Fiscal Year. The fiscal year for the Association 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 agreeable 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 as stated in Sections 4.2, 4.3 and 4.4 of this Article. To achieve the mission of the Chapter there shall be no discrimination in individual memberships or Chapter activities, including the holding of office because of race, religion, sex, age, national origin, disability, veteran’s status, or any other legally protected class. Membership in SHRM, the Society for Human Resource Management, shall be left to the discretion of the individual members; however, membership in SHRM will guarantee eligibility for NHRA membership.

Section 4.2: Individual Membership. Membership in the Chapter is held in the individual’s name, not an organization with which the member is affiliated.

Section 4.3: Regular Membership. Regular membership shall be limited to those practitioners who are predominantly engaged in a human resource (HR) capacity at a professional level. Those activities are limited to employee recruitment and selection; HR planning; training and development; compensation and benefits; health, safety and security; employee and labor relations; HR research; and EEO and Affirmative Action, as well as those individuals who demonstrate a bona fide interest in human resource management and the mission of the Chapter.

Section 4.4: Student Members. Individuals who are (a) enrolled either as 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 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 may not vote or hold office in the Chapter.

Section 4.5: Application for Membership. Application for membership shall be made in writing on forms furnished by the Chapter for this purpose. While any member of the Chapter may receive such application, they must be submitted to the chairperson of the Membership Committee for action. All accepted applicants will receive a letter from the chairperson of the Membership Committee and other pertinent materials from the Membership Committee. The chairperson of the Membership Committee will notify rejected applicants by letter. All new members will be listed in the NHRA newsletter/website.

Section 4.6: Voting. Each regular member in good standing 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 4.7: Dues. The amount of dues shall be determined each year by the Board of Directors prior to their due date. The membership shall be notified thereof. Dues may be pro-rated after July 1 (half regular annual dues) (from July 1 – September 30) New members during October, November, and December will not be billed again the next calendar year. Dues shall be payable within 30 days after receipt of the billing statement from the Chapter. An individual billing statement will be sent to each member. The annual dues for membership from an individual in the Society for Human Resource Management will be established by the national organization. NHRA will pay the annual SHRM dues for the Chapter President.

ARTICLE 5. MEMBER MEETINGS

Section 5.1: Regular Meetings. A general meeting of all members shall be held on the second Tuesday of each month at least six times per calendar year. The Program Director shall arrange the place for the meeting. Changes in the meeting location will be published in the newsletter/website or program notices.

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.

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 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 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 ten percent (10%) of the paid regular membership 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 electronically, e.g. e-mail, 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.

Section 5.6: Guests at Meetings. An individual who is not included in any class of membership of this Chapter shall be limited in their attendance to no more than three meetings in the Chapter year. Such guests must have been invited to the meeting by a member of the Chapter and may attend a Chapter meeting only with the sponsoring member being present.

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 and method of meeting, e.g. in person, via conference call or electronically.

Section 6.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect and/or Past President, Secretary and Treasurer.

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 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 regular 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 office of the President shall be a two year term not to exceed more than one term. During the first term of the Presidency there shall be a Past President position, but not a President-Elect position. During the second term of the Presidency there will be a President-Elect position, but not a Past President. All other Board members may not be elected to serve more than three (3) consecutive one-(1) year terms in the same office without first opening the position to membership. Extensions must be approved by the board.

Section 6.5: Election – Term of Office. The regular members of the Chapter shall elect each officer (except for President or Past President) for a term of one year. The election of officers shall be conducted as follows:

A. By September 1 of each year, the President shall appoint from among the regular membership a nominating committee of three persons who shall make a careful study of the membership and select at least one candidate for each office. Candidates are to be actively engaged in human resource management. After obtaining consent to serve if elected, this slate shall be presented to the members for election in November with tenure of office to begin January 1.

B. The names of persons nominated from the floor, if actively engaged in human resource management, will be added to the ballot if such nominations are made and seconded by an eligible member. If there is only one candidate for an office after nominations have been officially closed, such candidate will be considered elected to that office by acclamation.

Section 6.6: Vacancies. In the event of the resignation of the Secretary, Treasurer, or President-Elect, a special election shall be held to fill the vacancy within a 30-day period. In the event of the resignation of the President, the President-Elect or Past President, depending on the term year of the President.s resignation, shall resign that position and succeed the President.

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 or electronically 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. Voting: A simple majority vote shall be sufficient to carry all motions at board meetings.

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 regular 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 Director or officer other than the President may be removed from office, with cause, upon an affirmative vote of two-thirds (2/3) of the then entire number of voting Directors taken at a duly constituted Board of Directors meeting. The President may be removed by majority vote of the then entire number of voting Directors, subject to any contract, if any, between the Chapter and the President.

ARTICLE 7. DUTIES OF OFFICERS

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 all general meetings and Board of Director meetings. The board meeting agenda shall be distributed to board members a minimum of 48 hours prior to the board meeting. S/he shall be authorized to countersign checks issued by the Chapter in the absence of the Treasurer; s/he shall have general charge and supervision of all the affairs of the Chapter and shall perform such duties as are usually associated with that office; s/he shall appoint all standing committee chairpersons and special committees. S/he shall serve as the Board of Director.s liaison to the Conference, Nominating and Legislative Committees. S/he shall act as the liaison between the Chapter and SHRM as well as other professional groups and ensure that the Chapter is properly represented at official functions. S/he will serve on the Board of the State SHRM Council. The President shall retain all historical data relating to the Chapter. S/he will complete the SHRM Shape when office of Past President is not filled.

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.

Section 7.3: Treasurer. The Treasurer shall be responsible for collecting and depositing all funds due to or collected by the Chapter. S/he shall keep accurate and complete records of receipts and disbursements and render monthly and annual financial reports to the Board of Directors and submit them for publication in the newsletter. This responsibility shall include arrangements for the annual examination and audit of the account and the performance of such other duties as the President may determine.

Section 7.4: Secretary. The Secretary shall record all proceedings at all Board of Directors. meetings and distribute to all board members within two weeks of the meeting.

Section 7.5: Core Leadership Area (CLA) Directors. Core Leadership Area 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. S/he shall have the authority to appoint sub-committees to plan and implement the activities associated with the CLA for the year.

Section 7.6: Past President. The Past President shall serve on the Board of Directors and assist in the transition of new officers. S/he shall perform the duties of the President in h/s/her absence or at his/her request. S/he will complete the SHRM Shape.

ARTICLE 8. COMMITTEES

Section 8.1: Standing Committees. The Standing committees are as listed in Section 8.3. Additional committees and/or ad-hoc committees will be created as designated by the Board of Directors.

Section 8.2: Appointing the Board of Directors. The President will appoint the Board of Directors

Section 8.3: Standing committees. The standing committees of the Chapter are, but are not limited to:

A. Membership Committee
B. Program Committee
C. Newsletter Committee
D. Professional Certification
E. Conference Committee
F. Nominating Committee
G. Legislative Committee
H. Education Committee
I. Student Chapter Committee
J. Additional Committees or at-large

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 without the approval from the Board of Directors.

ARTICLE 10. AMENDMENTS TO BY-LAWS

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.

ARTICLE 11. DISSOLUTION

In the event of dissolution of this Chapter, any net assets will be distributed to the SHRM Foundation or other such tax-exempt organization as may be decided by the membership.

ARTICLE 12: 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 13. 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.

Address: Twin Ports (Duluth, MN and Superior, WI)

Email: boardnhra@gmail.com

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