Bylaws of the Southern Connecticut Chapter of the
Society for Human Resource Management
As Amended July 12, 2011
Section 1.1: Name
The name of the Chapter is the Southern Connecticut Chapter of SHRM, Inc., (herein referred to as the “Chapter”). The Chapter will also refer to itself as SOCT SHRM.
Section 1.2: Affiliation
The Chapter is affiliated with 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 SRHM without the express written consent of SHRM.
Section 1.4: Fiscal Year
The fiscal year of the Chapter shall be the calendar year.
Section 1.5: Tax Status
The Chapter operates as a nonprofit association within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986.
The purposes of the Chapter are to further the purposes of SHRM, which include, but are not limited to:
All Chapter policies, practices, activities and actions shall be free from discrimination on the basis of race, color, religion, age, gender, national origin, disability, sexual orientation, veteran status or any other basis protected by federal, state or local laws.
Section 3.1: Qualifications for Membership
The qualifications for membership in the Chapter are stated in Sections 3.2, 3.3, 3.4 and 3.5 of this Article, which define the four membership categories: Professional, General, Honorary Life and Student. An individual’s category will be determined at the time he or she joins the chapter and each time that person renews his or her membership. The Director of Membership shall have the authority to resolve any questions or issues regarding an individual’s membership category.
Section 3.2: Professional Members
Professional membership in the Chapter shall be limited to individuals who meet at least one of the following criteria at the time they join or renew:
Professional members enjoy all benefits, rights and privileges of Chapter membership, including the right to vote in matters of Chapter business and hold elective office in the Chapter.
Section 3.3: General Members
General membership in the Chapter applies to individuals who do not meet the qualifications of the other classes of membership at the time they join or renew. General members include:
General members enjoy all benefits, rights and privileges of Chapter membership, including the right to vote in matters of Chapter business and hold elective office in the Chapter. General membership is limited to 25% of total Chapter membership, except as authorized by the Board of Directors.
Section 3.4: Honorary Life Members
The Board of Directors may nominate and present a candidate for Honorary Life Membership to the Chapter membership, who must approve the nomination by a majority of the votes cast at a regular meeting or by electronic ballot (see Section 6.7) . Honorary Life members shall have made extensive and selfless contributions to the Chapter in support of its mission and shall have demonstrated exemplary achievements in the human resources profession.
Honorary Life members enjoy all benefits, rights and privileges of Chapter membership, including the right to vote in matters of Chapter business and hold elective office in the Chapter.
Section 3.5: Student Members
Student membership in the Chapter shall be limited to individuals who, at the time they join or renew, are pursuing a course of learning at an accredited college or university leading to employment in the human resources field or a related profession. Course of learning is generally defined as the equivalent of at least six (6) credit hours per term of coursework in human resource management in a degree-seeking program. Student members may not vote or hold office in the Chapter.
Section 3.6: SHRM National Membership
Membership in the Chapter will not be contingent upon the individual maintaining active membership in SHRM, unless that person holds a role in the Chapter which under these Bylaws requires it. However, a minimum of 10 Chapter members or 30 percent of the total Chapter membership, whichever is greater, must be SHRM members.
Section 3.7: Application for Membership
Application for membership shall be submitted on the Chapter application form and approved by the Director of Membership. Issues related to an applicant’s membership qualifications will be brought to the attention of the Board of Directors, which reserves the right by a majority vote to approve or reject an individual’s application for any good faith reason which is in the best interest of the Chapter. New members shall be afforded full membership rights from the date of application approval.
Section 3.8: Individual Membership
Chapter membership is held in the individual’s name, not in the name of the organization with which the member is affiliated.
Section 3.9: Voting
Each Professional, General and Honorary Life member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Votes will be tallied by an ad hoc committee appointed by the Board of Directors.
Section 3.10: Non-transferability of Membership
Chapter membership is neither transferable nor assignable. Membership in other SHRM-affiliated chapters is also not transferable to SOCT SHRM.
Section 3.11: Suspension or Termination of Membership
Membership in the Chapter may be suspended or terminated for good cause (for example, violation of the Chapter’s non-solicitation policy) without the refund of dues by a two-thirds vote of the Board of Directors after affording the member in question the opportunity to be heard. In addition, any member may petition the Board of Directors for revocation of any other member’s Chapter membership for good cause.
Upon written request by the former member and filed with the Secretary, the Board of Directors may by a two-thirds vote in the affirmative reinstate that individual’s membership upon any terms the Board of Directors may deem appropriate.
Membership will also be terminated for nonpayment of annual dues if they are not paid within forty-five (45) days of the annual renewal date.
Section 3.12: Chapter Membership Dues
Annual membership dues shall be established each year by the Board of Directors prior to the mailing of renewal notices. Annual dues are payable in full on January 1st of each year for existing members. Dues for new members are payable immediately upon acceptance of membership by the Chapter.
In special circumstances, the Board of Directors may waive, cancel or reduce payment of Chapter dues by a member for any period. Honorary Life members are by definition exempt from payment of dues.
Section 4.1: Powers 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 to administer the Chapter.
Section 4.2: Officers
The following shall be members of the Board of Directors and Officers of the Chapter: President, President-Elect, Treasurer and Secretary.
Section 4.3: Composition of the Board of Directors
Along with the Officers listed in Section 4.2 of this Article, the Board of Directors shall also include: Immediate Past President, Director of Membership, Director of Programs, Director of Marketing & Communications, Director of Technology & Operations, Director of Sponsorships and directors responsible for the Chapter’s activities in the Core Leadership Areas (CLAs) established by SHRM. These shall constitute the Governing Body of the Chapter. In addition, the Board of Directors may authorize the addition of other Board members as it shall deem desirable, such members to have the authority and perform such duties as prescribed by the Board.
Section 4.4: Qualifications
All candidates for the Board of Directors must be Professional, General or Honorary Life members of the Chapter in good standing at the time of nomination 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 or her term of office. The Chapter also requires Board members to be current members of SHRM in good standing throughout their term of office. In addition, the Director responsible for HR Certification must have earned a PHR, SPHR or GPHR from the HR Certification Institute.
Section 4.5: Term of Office
Board members shall assume office in January of the year following their election and shall hold office for two years. Board members may not be nominated to serve more than two (2) consecutive terms in the same position unless recommended by the Nominating Committee and approved by a two-thirds vote of the Board.
Section 4.6: Elections
The election of Officers and Directors shall be conducted in accordance with the following procedures:
Section 4.7: Vacancies
A mid-term vacancy in the Office of the President shall be filled by the President-Elect. A mid-term vacancy in any other Board position may be filled for the unexpired term by a qualified member of the Chapter (see Section 4.4) upon that person’s recommendation by the Nominating Committee and the consent of the President and a majority of the Board of Directors.
Section 4.8: Board Meetings
The Board of Directors shall meet either in person or by teleconference at the call of the President, but no less than once every three months. Board meetings shall be for the purpose of conducting the business of the Chapter and for addressing matters brought to the attention of the Board by the membership. The presiding officer at Board meetings shall be determined per Section 6.5.
Section 4.9: Quorum
A simple majority of the total Board of Directors represented in person or by conference call shall constitute a quorum for the transaction of business. The act of a majority of the Board present at any meeting at which there is a quorum shall be the act of the Governing Body, except to the extent that these Bylaws and applicable state law require a greater number. In addition, the Board may act by unanimous written consent of all of its members.
Section 4.10: Removal of Directors
Any director may be removed from office for good and sufficient cause by an affirmative vote of two-thirds of the remaining members of the Board at a duly constituted Board of Directors meeting. The director shall be entitled to a due process hearing prior to any termination action being imposed.
Section 4.11: Compensation
A director shall not be entitled to compensation for services as a director.
Section 4.12: Duties and Responsibilities
The responsibilities of each member of the Board of Directors shall be 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 the Board.
Section 5.1: Ad hoc Committees
Board members shall have the authority to create, as they deem necessary, ad hoc committees to help plan and implement the activities associated with their portfolio of responsibilities. Board members may choose to chair those committees or select chairpersons to run them. Special committees or task forces also may be established by the President to meet particular Chapter needs.
Section 5.2: Standing Committees
Standing committees are established by resolution of the Board of Directors and overseen by an Officer or Director as part of his or her responsibilities. Committee chairpersons are appointed by the responsible Board member and are subject to Board approval. The Nominating Committee shall be designated a standing committee.
Section 5.3: Committee Activities
Committee chairpersons are responsible for recruiting committee members, ensuring that the goals and objectives established for the committee are met, and managing committee finances according to the Chapter’s financial control guidelines and annual budget. In addition, chairpersons of standing committees shall report to the Board of Directors, either in person or in writing, at least quarterly on their committee’s progress. All committee members must be Chapter members in good standing. Any exceptions require Board approval.
Section 6.1: Regular Meetings
Regular Chapter meetings shall be held at such times and places as the Board of Directors may designate, but no fewer than six (6) times per calendar year.
Section 6.2: Annual Meetings
An annual meeting of the membership, including the installation of new Board members for the next calendar year, will be held within the last quarter of the current calendar year at such time and place the Board of Directors determines. Failure to hold an annual meeting shall not result in any forfeiture or dissolution of the Chapter.
Section 6.3: Special Meetings
Special meetings of members shall be held: (1) on call of the President or the Board of Directors or (2) by members having one-twentieth of the votes entitled to be cast at such a meeting, if such members sign, date and deliver to the President or Secretary of the Chapter one or more written demands for such meeting, describing the purpose or purposes for which it is to be held.
Section 6.4: Notice of Meetings
A notice of the time and place of meetings shall be sent to all members at least ten (10) days prior to the meetings. Electronic mail may be used for notification.
Section 6.5: Presiding Officer
The President or, if absent, the President-Elect shall preside as chairperson at all meetings. If both are absent, then the Secretary or Treasurer, in that order, shall preside. If none of the above Officers are present, the chairperson shall be selected by a majority vote of the eligible voting members present. The Secretary or, if absent, any other person appointed by the chairperson shall record the meeting minutes.
Section 6.6: Quorum
Ten (10%) percent of the eligible voting membership represented in person, by conference call or by proxy at a member meeting of the Chapter shall constitute a quorum. Such quorum may, by majority vote of the members present, transact any business which may properly be brought before the meeting, except as otherwise stipulated in these Bylaws.
Section 6.7: Electronic Voting
In addition to voting in person, the Chapter reserves the right to use a mail ballot, including electronic mail. For electronic voting, all eligible members shall receive a ballot based on the e-mail address found in the records of the Chapter. Unless otherwise specified, members shall have fifteen (15) business days to respond. A response from one-tenth of eligible Chapter voters shall constitute a quorum. Ballots returned as undeliverable will not be counted. The Chapter administrator or another individual appointed by the Board will tally the ballots. Results will be verified by the President-Elect or another individual appointed by the Board.
Section 7.1: Statement of Ethics
The Chapter adopts SHRM’s Code of Ethical and Professional Standards in Human Resource Management in order to promote and maintain the highest standards among Chapter members. Each member shall honor, respect and support the purposes of the Chapter and SHRM.
Section 7.2: Endorsement
The Chapter shall not be represented as advocating or endorsing any issue unless approved by a majority vote of the Board of Directors. Nor shall the Chapter endorse or in any other way recommend usage of a product, service, company or consulting group. This policy does not limit either the selection of speakers or sponsors for Chapter events or the acceptance of advertising for Chapter communications as they are selected/accepted without implied endorsement.
Section 7.3: Solicitation of Business
No member shall directly or indirectly use the Chapter, its membership roster or materials for the solicitation of business or other similar purposes without approval from the Board of Directors.
Meetings of the Chapter or Board of Directors 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.
The Bylaws may be amended by a majority vote of the members present at any meeting or by e-mail voting at which a quorum exists and for 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 or 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 or her designee.
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).
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.
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.