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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
November 2006)
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 HSRM
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
Association shall
be open to inspection by any member at a mutually agreeable time and
location, upon
request to the Association 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, Association 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. The
chapter
President is required to be a member of the national organization,
per SHRM by-laws.
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 Association 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.
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. Dues shall be payable within 30 days after
receipt
of the billing statement from the Association. 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
Chairperson of the Program Committee shall arrange the place for the
meeting.
Changes in the meeting location will be published in the newsletter 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,
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.
Section 6.2: Officers. The following shall be members of the Board
of
Directors and
shall be Officers of the Chapter: President, President-Elect, Secretary,
Treasurer,
and Past President.
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 and the Past President. 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. Board members may not be elected to serve more
than three
(3) consecutive one-(1) year terms in the same office.
Section 6.5: Election - Term of Office. The regular members of the
Chapter
shall
elect each officer (except for 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 I.
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 shall 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, 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 Society 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. 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
committees
chairpersons and special committees. S/he shall serve as the Board of
Director
liaison to the Seminar,
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.
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. The
President-Elect shall serve as the Chair of the Seminar Committee.
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
Director meetings.
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.
He/she 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 will complete
the SHRM
Merit Award application.
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. Salary Survey Committee
D. Newsletter Committee
E. Professional Certification
F. Seminar Committee
G. Nominating Committee
H. Legislative Committee
I. Education Committee
J. Student Chapter Committee
K. 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 Association in order to promote and
maintain
the highest standards among our members. Each member shall honor, respect
and
support the purposes of this Chapter and of SHRM.
The Chapter shall not be represented as advocating or endorsing any issue
unless
approved by the Board of Directors. No member shall actively solicit
business from
any other member at Chapter meetings without the approval from the Board
of
Directors.
ARTICLE 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.
Ratified by the Membership of Chapter
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