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<< FEBRUARY 2012 >>
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Upcoming Events:
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Thu, Feb 2
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5:30p 2012 HR College Mentorship Program Kickoff,
Dubh Linn's Brew Pub
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Tue, Feb 14
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11:15a - 1:00p FEBRUARY EDUCATIONAL MEETING,
Holiday Inn, Duluth Topic: "Spend Valentine's Day with an Employment Attorney:
Employment Law Update", Speaker: Joseph J. Roby, Jr.
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Wed, Feb 15
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12:00n - 1:00p NHRA BOARD MEETING,
Sheraton, Duluth
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NHRA Bylaws
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NHRA Bylaws
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.
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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.
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