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The Lake/Geauga Area Chapter of the Society for Human Resources Management

Chapter Bylaws and Constitution

As amended May 24, 2017


 

 

ARTICLE I -- NAME AND AFFILIATION

 

Section 1.1: Name. The name of the Chapter is Lake/Geauga Area Chapter of the Society for Human Resources Management (herein referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as LGASHRM, not as SHRM or the Society for Human Resource Management.

 

Section 1.2: Affiliation. The Chapter is affiliated with the Society for Human Resource Management (herein referred to as "SHRM") and is a 501 (c) (6) tax-exempt organization.

 

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 II -- PURPOSE

 

The purposes of this Chapter as a non-profit organization are:

i.       to provide a monthly forum for the personal and professional development of our members;

ii.      to provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;

iii.     to provide an arena for the development of trust relationships where common problems can be discussed and deliberated;

iv.      to provide an opportunity to focus on current human resource management issues of importance to our members;

v.       to provide a focus for legislative attention to state and national human resource management issues;

vi.      to provide valuable information gathering and dissemination channels;

vii.     to provide a pool of human resource leaders for perpetuation of the Chapter and of SHRM;

viii.    to serve as an important vehicle for introducing human resource professionals to SHRM;

ix.     to participate in activities sponsored by other associations and organization directly related to education, human resources, business management or general community outreach;

x.      to assist members to gain certification in the Human Resources profession; and

xi.     to serve as part of the two-way channel of communications between SHRM and the individual members.

 

The Chapter supports the purposes of SHRM to promote the use of sound and ethical human resource management practices in the profession through our core values

 

Engaging and inspiring the HR community by:

·     Driving towards professional excellence

·     Fostering innovative and creative solutions,

·     Making a difference in the workplace and community

·     Appreciating and promoting individual differences and perspectives

      ·     Maintaining the highest ethical standards and behaviors

 

Vision Statement:

To provide a community for Human Resource Professionals to develop and enhance their skills as strategic business leaders and community partners.

 

Mission Statement:

Helping Human Resource Professionals connect, support and grow.

 

 

ARTICLE III -- FISCAL YEAR

 

The fiscal year of the Chapter shall be the calendar year.

 

 

ARTICLE IV -- MEMBERSHIP

 

Section 4.1: Qualifications for Membership. The Chapter is a 100 percent Chapter of SHRM. All Chapter members must be members in good standing of SHRM. The qualifications for membership in the Chapter shall be as stated in Sections 4.3 - 4.9 of this Article. To achieve the mission of the Chapter as an Equal Opportunity Organization which means there shall be no discrimination in individual memberships because of race, color, religion, creed, citizenship status, gender, sexual orientation, national origin, age, disability, genetic information, marital status, amnesty, physical or mental disability, gender identity and/or expression, status with regard to public assistance, status as a veteran, military status, or any other legally protected class federal, state or local, in connection with but not limited to membership, committee appointments, or candidacy for office.

 

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: (a) the profession of human resource management at the exempt level for at least three years; (b) certified human resource professional ; (c) faculty members holding an assistant, associate or full professor rank in human resource management or any of its specialized functions at an accredited college or university and have at least three years of experience at this level of teaching; (d) full-time consultants with at least three years experience practicing in the field of human resource management; and/or (e) full-time attorneys with at least three years experience in counseling and advising clients on matters relating to the human resource profession. Professional members may vote and hold office in the Chapter.

 

Section 4.5:  General Members.  Individuals engaged in human resource management at the exempt level, but who do not meet the requirements for Professional Member.  General members may vote and hold office in the Chapter.

 

Section 4.6: Associate Members. Individuals in non-exempt human resource management positions as well as those individuals who do not meet the qualifications of the other classes of membership, but who demonstrate a bona fide interest in human resource management and the mission of the Chapter. Associate members have voting rights and may hold office in the LGASHRM.

 

Section 4.7: 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 degree-seeking program; (d) student coursework, taken or planned, supports an interest in Human Resource Management or related degree program; (e) able to provide proof of enrollment; (f) are required to be a student member in good standing with SHRM; and (g) must not qualify under any other LGASHRM membership category (i.e. Professional, General, Associate or Retired).  LGASHRM Student Members may not vote or hold elected office in the Chapter; Student Members of LGASHRM have no annual dues and rates for Student Members for Chapter meetings/events will be identified.

 

Section 4.8:  Retired Members - Any member in good standing with LGASHRM at the time of retirement from any firm, organization, or institution and who qualifies as SHRM RETIRED FOR LIFE MEMBERS will be accepted for membership in the Chapter. Retired members have voting rights and may hold office in LGASHRM.

 

Section 4.9:  SHRM Members - Individuals who are members of the SHRM organization are encouraged to apply for membership in LGASHRM. They will be placed in one of the above membership categories based on their qualifications.


Section 4.10: Rights and Privileges. All members of the Chapter shall have the right and privilege of attending regular meetings, participating in discussions, securing copies of any proceedings and publications of the Chapter, and be entitled to all other privileges and services of the Chapter.

 

Section 4.11: Application for Membership. Application for membership shall either be on the Chapter application form or via the online application form located on the Chapter website.  Applicants may also fill out SHRM’s Chapter Designation form and return it to SHRM.  All applications shall be reviewed by the Vice President of Membership and approved by the Board of Directors or their designee. New members shall be afforded full membership rights from the date of application approval by the Board of Directors or their designee.  Applicants may also come from SHRM.  All members will be sent an introduction email and be added to the Chapter’s software.

 

Section 4.12: Voting. Each Professional, General, Associate and Retired 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 4.13: Membership Suspension. Upon the two-thirds affirmative vote of the Executive Board, any member may be suspended or dropped for non-compliance with the Bylaws, regulations in force or accepted standards of conduct.

 

Section 4.14: Termination of Membership. Any member failing to maintain membership in SHRM will forfeit his/her membership in the Chapter.

 

Section 4.15: Dues. There are no annual membership dues.

 

 

ARTICLE V -- MEMBER MEETINGS

 

Section 5.1: Regular Meetings. Regular meetings of the members shall be held on the third Thursday of each month or as otherwise determined by the Board of Directors. The cost of the meal, if a meal is provided, will be at the individual member's own expense but is part of the meeting cost. If a member makes a reservation for the meeting and does not attend, s/he may use their credit towards future meeting(s) provided they cancel before the Monday prior to the meeting.  If reservation is not cancelled timely, meeting cost will be forfeited unless Board deems cancellation was due to an extreme situation beyond ones control.

 

Guests may be invited to any open meeting of the Chapter, and payment for the meeting cost is the responsibility of the member bringing the guest.  If they are in attendance with an LGASHRM member, meeting cost for each guest will be the member price. There will be a maximum allowance of two meetings per year per guest before guest will be asked to join SHRM in order to continue participating at the LGASHRM member meeting cost rate.

 

Other meeting fees:  Non-members will pay a higher meeting fee than members.  Other SHRM members pay the same price as the “walk-in” LGASHRM member price.  Students and members in transition get a 50% reduction of the LGASHRM member fee.  A late fee is added on to any member who is a late registrant or is a walk-in the day of the meeting.

 

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. At the Executive Board's discretion, this may be a closed meeting. Elections and other Chapter business will be conducted and decisions based on a simple majority of those present and eligible to vote at the meeting. At the Executive Board's discretion, members may be offered the option of voting for officers by absentee ballot distributed in advance of the November meeting. Such absentee ballots will then be counted in the election of officers.

 

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 fourteen days prior to the meeting.

 

Section 5.5: Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person, conference call or electronic submission, 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, conference call or electronic submission, shall be necessary for the adoption of any matter voted on by the members, except to the extent that applicable state law may require a greater number.

 

 

ARTICLE VI -- BOARD OF DIRECTORS

 

Section 6.1: Chapter Executive Board. The Executive Board shall consist of: President, President-Elect, Vice President of Programming, Vice President of Membership, Vice President of Public Relations, Vice President of Legislation, Treasurer, Secretary and Immediate Past President. Additional members shall be appointed from among the eligible membership as members of the Executive Board. Such positions may be subsequently eliminated by the President with majority concurrence of the Executive Board.

 

Section 6.2: Qualification. All candidates for the Executive Board must be members of the Chapter and SHRM in good standing at the time of nomination or appointment. The Chapter believes in the concept that all individuals in the field of Human Resource management have the right to leadership in the profession in keeping with their talents, skills, ability and work habits. It is our policy to (1) provide equal opportunities in leadership, and (2) support the concept of equal opportunities based on individual talent, skills, abilities and work habits without regard to race, color, religion, creed, citizenship status, gender, sexual orientation, national origin, age, disability, genetic information, marital status, amnesty, physical or mental disability, gender identity and/or expression, status with regard to public assistance, status as a veteran, military status, or any other legally protected class federal, state or local. 

 

Section 6.3: Election-Term of Office. All elected Executive Board members shall be chosen as provided in Article VI of these Bylaws. Each Executive Board member shall assume office on January 1 of the year next following the election and shall hold office for a minimum of one (1) calendar year or until death, resignation, removal or until his/her successor is elected and takes the Executive Board position. The President must have held the position of President-Elect at any time prior to being elected President.  The term for President shall last for two (2) years, after which time they will become Immediate Past-President. They may be re-elected after a minimum one (1) year’s time out of office.

 

Section 6.4: Vacancies. The President, with the approval of the Executive Board, shall have power to fill any vacancies occurring in any elective office between annual meetings. The members of the Executive Board so elected by the Executive Board shall hold office until the next annual election or until a successor is elected and qualified.

 

Section 6.5: 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 6.6: Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect, Immediate Past President, Vice President of Membership, Vice President of Programming, Vice President of Public Relations, Vice President of Legislation, Treasurer, and Secretary.  Separate position descriptions will elaborate on each officer's duties and expand upon key position components as identified below. The position descriptions are incorporated by reference into these Bylaws.

 

Section 6.7: Composition of the Board of Directors. Along with the Officers listed in Section 6.6 of this Article, the Board of Directors shall include the Past President and any additional members elected from among the eligible membership. These shall represent the Core Leadership Areas of SHRM and will constitute the governing body of the Chapter.

 

Section 6.8: 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, by conference call, or by electronic submission, 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 Board members.

 

Section 6.9: 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. Any 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 6.10: Removal of Director and Officer. Any Officer or Director 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. The Officer or Director shall be entitled to a due process hearing prior to any termination action being imposed.

 

 

ARTICLE VII -- 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 be the Chief Executive Officer of the Chapter. The President shall serve as the presiding officer at meetings of the members and of the Executive Board; serve on other committees as defined in these Bylaws and may sit in on any other committees or boards; have general charge and supervision of the affairs of the Chapter subject to the ultimate management authority of the Board of Directors; and submit the SHAPE Plan for the term of office. The President is encouraged to attend the annual . Volunteer Leaders Summit.

 

Section 7.2: The President-Elect. The President-Elect shall automatically assume the office of the President the year following the term as President-Elect; or upon the death, resignation, or removal of the President. The President-Elect shall assume the office of President for the balance of that year and then serve their regular year in office. The President-Elect, at the request of the President, or in the absence or disability, may perform any of the duties of the President; shall assist the incumbent President in managing the affairs of the Chapter; shall plan the program for the year in office as President;, and shall also perform such other duties as may be assigned by the Bylaws, the President, or the Executive Board. The President-Elect is encouraged to attend the annual Volunteer Leaders Summit

 

Section 7.3: Vice President of Programming. The Vice President of Programming, at the request of the President, or in the absence or disability of the President and the President-Elect, may perform any of the duties of the President. The Vice President of Programming shall be responsible for planning and coordinating the programs and certification (should no Certification Director be seated) for the monthly meetings and such special meetings that may be called by the President, and perform such other duties as may be assigned by these Bylaws or the Executive Board.

 

Section 7.4: The Vice President of Membership. The Vice President of Membership shall encourage Chapter and SHRM membership growth and shall maintain the official membership roster of the Chapter. S/he shall have such other powers and perform such other duties as the President may determine.

 

Section 7.5: Vice President of Public Relations. The Vice President of Public Relations will oversee and manage the marketing and public relations activities of the Chapter. S/he will be tasked with guiding the following: Newsletter, External Relations, College and Community Relations and perform other duties as may be assigned by the President or the Executive Board.

 

Section 7.6: Vice President of Legislation. The Vice President of Legislation shall keep the Chapter informed on all local, state and federal legislation matters relevant to the Human Resource profession and shall represent the Chapter when communicating with legislature, while encouraging Chapter members to do the same.  S/he shall perform such other duties as the President may determine.

 

Section 7.7: The Treasurer. The Treasurer shall be responsible for the financial affairs of the Chapter, including all required filings. This responsibility shall include the preparation, interpretation and dissemination of periodic financial reports to the Executive Board; shall collect business-meeting receipts and perform such other duties as may be assigned by these Bylaws, the President or the Executive Board. S/he shall be responsible for membership billing.

 

Section 7.8: The Secretary. The Secretary shall be responsible for recording the minutes of all meetings of the Chapter and/or its Executive Board and of any other business meetings of the Chapter, shall be responsible for making all members aware of such meetings, and shall be responsible for coordinating the monthly member meetings (if no Hospitality Chair is seated).  The Secretary shall also perform such other duties as may be assigned to him by the Bylaws, the President, or the Executive Board.

 

Section 7.9: Immediate Past President. The Past President serves as an advisor to the President, and fulfills such duties as requested by the President and/or Board of Directors. The Past President will serve as an advocate to the Chapter within the community and promote Chapter membership.

 

Section 7.10: 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.

 

 

ARTICLE VIII -- COMMITTEES

 

Section 8.1: Appointment. The President, with the approval of the Executive Board, shall appoint such committees as may be necessary to carry on the activities of the Chapter.

 

Section 8.2: Committee Activity. Committees are established to provide the Chapter with special ongoing services such as Programs, Membership Communications, Legislative Affairs, Professional Development, Student Chapter Affairs, Public Relations, etc. All Committees must present project plans and budgets of approval through the Executive Board prior to initiating activity.  

 

Section 8.3: Special Committees. The President shall have the power to establish other non-standing committees as deemed necessary to effectively carry out the purpose of the Chapter.

 

Section 8.4: 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.

 

 

ARTICLE IX -- ELECTRONIC VOTING

Mail or electronic ballots can be used for the election of Directors provided the Chapter has had at least one in-person meeting that year.

 

 

ARTICLE X --ELECTIONS

 

Section 10.1: Election of the Executive Board. The election of members of the Executive Board shall take place by the November meeting of the Chapter. The Board will present a slate of officers at the October meeting. Additional candidates may be submitted by nominations from the floor or from other submitted written/electronic correspondence. An announcement of the slate of officers will be presented to each Professional, General, Associate and Retired Members prior to the annual meeting in November. A member need not be present to cast a vote in an election, but must submit that vote to the person designated by the President within the timetable established by the Chapter or submit vote via electronic ballot.

 

Section 10.2: Nominating and Ballots. The President-Elect or his/her designee shall, no later than one month prior to the November meeting, place in nomination one name for each elected office, which shall be filed with the Secretary, who shall at least ten days prior to the November meeting, create an official ballot and email a copy to each member or provide hardcopies to those who request one.

 

Section 10.3: Determination of Elections. The President or his/her designee shall verify the election by tallying the ballots and certify the results to the Secretary. The candidates receiving the highest number of votes shall be elected and the results announced during the December meeting. Installation of officers shall occur during the January meeting.

 

 

ARTICLE XI -- STATEMENT OF ETHICS

 

 Section 11.1: General 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.  The Board as a whole cannot consist of more than 33% of vendors at any given time.

 

Section 11.2: LGASHRM Code of Ethics.

 

Professional Responsibility

As HR Professionals, we are responsible for adding value to the organizations we serve and contributing to the ethical success of those organizations. We accept professional responsibility for our individual decisions and actions.  We are also advocates for the profession by engaging in activities that enhance its credibility and value.

 

Professional Development

As HR Professionals we must strive to meet the highest standards of competence and commit to strengthen our competencies on a continuous basis.

 

Ethical Leadership

HR Professionals are expected to exhibit individual leadership as a role model for maintaining the highest standards of ethical conduct.

 

Fairness and Justice

As HR Professionals, we are ethically responsible for promoting and fostering fairness and justice for all employees and their organizations.

 

Conflicts of Interest

As HR Professionals, we must maintain a high level of trust with our stakeholders.  We must protect the interests of our stakeholders, as well as our professional integrity, and should not engage in activities that create actual, apparent, or potential conflicts of interest.

 

Use of Information

HR Professionals consider and protect the rights of individuals, especially in the acquisition and dissemination of information while ensuring truthful communications and facilitating informed decision-making.

 

 

ARTICLE XII -- 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 XIII -- AMENDMENT OF BYLAWS

 

The Bylaws may be amended by a majority vote of the members present at any meeting at which a quorum exists and in which required notice has been met, provided that no such amendment shall be effective unless and until approved by the SHRM President/CEO or his/her designee as being in furtherance of the purposes of the SHRM and not in conflict with SHRM Bylaws. Any motion to amend the Bylaws shall clearly state that it is not effective unless and until approved by the SHRM President/CEO or his/her designee. A copy of all proposed amendments to the Bylaws shall be forwarded to SHRM before amendment.

 

 

ARTICLE XIV -- 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 XV -- 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 XVI -- 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.


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Vision

To provide a community for Human Resource Professionals to develop and enhance their skills as strategic business leaders and community partners.

 

Mission Statement

Helping Human Resource Professionals connect, support and grow.

 

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