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ARTICLE 1
Section 1.1: Name. The name of the Chapter is MetroWest Human Resource
Management Association (herein referred to as the "Chapter").
To avoid potential confusion, the Chapter will refer to itself as MetroWest
Human Resource Management Association and 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").
Section 1.3: Relationships. The Chapter is a separate legal entity of
SHRM. It shall not be deemed to be an agency or instrumentality of SHRM
or of a SHRM State Council and SHRM shall not be deemed 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 organization, are:
i. to provide a forum for the personal and professional development
of our members;
ii. to provide an arena for the development of trust relationships where
common problems can be discussed and deliberated;
iii. to provide an opportunity to focus on current human resource management
issues of importance to our members;
iv. to provide a focus for legislative attention to state and national
human resource management issues;
v. to provide valuable information gathering and dissemination channels;
and
vi. to provide a pool of human resource management leaders for perpetuation
of the Chapter and the professions.
The Chapter promotes the use of sound and ethical human resource management
practices in the profession and will:
(a) provide high-quality, dynamic and responsive programs and service
to our members with interests in human resource management; and
(b) be a resource for the profession.
ARTICLE 3
MISSION
The Chapter provides individuals who perform human resource functions
with a cost-effective way to improve their knowledge and skills through
timely programs and peer networking opportunities.
ARTICLE 4
FISCAL YEAR
The fiscal year of the Chapter shall be July 1 through June 30.
ARTICLE 5
MEMBERSHIP
Section 5.1: Qualifications for Membership. The qualifications for
membership in the Chapter shall be as stated in Sections 5.2, 5.3,
and 5.4 of this
Article. To achieve the mission of the Chapter there shall be no discrimination
in individual memberships because of race, color, religion, sex, sexual
orientation, age, national origin, disability, veteran’s or military
status, genetic information, or any other legally protected class.
Section 5.2: Regular Members. Regular membership shall be limited to
those individuals who are engaged as one or more of the following: (a)
the profession of human resource management; (b) certified by the Human
Resource Certification Institute; (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;
(d) consultants practicing in the field of human resource management;
and/or (e) attorneys experienced in counseling and advising clients on
matters relating to the human resource profession; (f) who demonstrate
a bona fide interest in human resource management and the mission of
the Chapter. Regular members may vote and hold office in the Chapter.
Section 5.3: Student Members. Individuals who are enrolled either as
full-time or part-time students, at freshman standing or higher and enrolled
in the equivalent of at least six (6) credit hours. Student members may
not vote or hold office in the Chapter.
Section 5.4: Corporate Members. An organization may maintain membership
in the Chapter by remitting the appropriate dues. The Corporate member
may designate any employee that meets the requirements for regular membership
as a member of the Chapter, provided however that only one employee shall
be designated as the corporate voting member with the exception that
any employee who is a SHRM member shall be granted voting status.
Section 5.5: Application for Membership. Application for membership shall
be on the Chapter application form. 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.
Section 5.6: Voting. Each Regular member and Corporate member in accordance
with Section 5.4 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 5.7: Dues. Annual membership dues shall be established for the
next year by the Board of Directors prior to the mailing of renewal notices.
ARTICLE 6
MEMBER MEETINGS
Section 6.1: Regular Meetings. Regular meetings of the members shall
be held monthly from September through June or as otherwise determined
by the Board of Directors.
Section 6.2: Annual Meetings. The annual meeting of the members for electing
Directors and Officers, and conducting other appropriate business shall
be held in September or at such other time as determined by the Board
of Directors.
Section 6.3: Special Meetings. Special meetings of members shall be held
on call of the President and the Board of Directors.
Section 6.4: 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 6.5: Quorum. The vote of a majority of the members present
at any meeting at which there are a minimum of 20 voting members
present,
either in person, or by some other manner approved by the Board of
Directors, 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 7
BOARD OF DIRECTORS
Section 7.1: 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.
Section 7.2: Officers. The following shall be members of the Board of
Directors and shall be Officers of the Chapter: President, Vice-President,
Vice President of Membership, Treasurer, and Secretary.
Section 7.3: Composition of the Board of Directors. Along with the Officers
listed in Section 7.2 of this Article, the Board of Directors shall include
the Past President and such other positions as the Board may deem necessary
from time to time. These shall constitute the governing body of the Chapter.
Section 7.4: Qualifications. All candidates for the Board of Directors
must be Regular or Corporate members of the Chapter in good standing
at the time of nomination or appointment and for their complete term
of office. The President must be a current member in good standing of
SHRM throughout the duration of his/her term of office.
Section 7.5: Election - Term of Office. Officers and Directors shall
be elected by the members at the annual meeting of the membership from
the proposed slate of the nominating committee appointed by the Board
of Directors. Each elected Officer and Director shall assume office following
his/her election, and shall hold office for two years or until his/her
successor is elected and takes office. Elections of Officers and Directors
shall be held in alternating years, with Officers being elected in one
year and Directors elected in the next, to ensure continuity within the
organization.
Section 7.6: Vacancies. Any vacancy in the Board may be filled for the
unexpired term by appointment of the President with the consent of the
Board of Directors.
Section 7.7: 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, an acceptable form of proxy 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.
Section 7.8: 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 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 7.9: 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 statement of
the reasons for his/her removal prior to any termination action being
imposed.
Section 7.10: Appointment of Non-Elected Board Member. The President
shall have the authority to appoint individuals to such other offices
as he/she deems appropriate.
ARTICLE 8
BOARD 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 8.1: The President. The President shall direct the Chapter and
have charge and supervision of the affairs and business of the Chapter,
subject to the ultimate management authority of the Board of Directors.
He/she shall maintain liaison and be a current member in good standing
of SHRM during his/her entire term of office.
Section 8.2: Vice-President. The Vice-President, at the request of the
President or in his/her absence or disability, may perform any of the
duties of the President. He/she shall have such other powers and perform
such other liaison duties as the Board or the President may determine.
Section 8.3: The Vice President of Membership. The Vice President of
Membership shall serve as chair of the Membership Committee. He/she shall
encourage Chapter membership growth. He/she shall have such other powers
and perform such other duties as the President may determine.
Section 8.4: The Treasurer. The Treasurer shall be responsible for the
financial affairs of the Chapter, including all required filings. These
responsibilities shall include financial reports to the Board and coordinating
arrangements for the annual examination audit of the accounts as may
be required by the Board. An ad hoc Finance Committee will be formed
to audit the books to insure consistency in reporting of income and disbursement
of funds. The Treasurer will be responsible for the payment of all Chapter
bills upon approval from the Chapter Administrator or the President.
Section 8.5: The Secretary. The Secretary shall be responsible for recording
the minutes of all meetings of the Chapter, shall be responsible for
making all members aware of such meetings.
Section 8.6: 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.
ARTICLE 9
COMMITTEES
Section 9.1: Committees. The establishment of both standing and ad-hoc
committees shall be the right of the Board of Directors.
Section 9.2: Committee Organization. Committees in addition to the Nominating
Committee are established by resolution of the Board of Directors.
Section 9.21 Nomination Committee. The nomination committee shall consist
of three members of the Chapter appointed by the President in March of
each year; the term of committee will expire on the sixteenth day of
July of the same year.
Section 9.22 Nomination Committee Role. No later than the fifteenth of
July of each year, the nominating committee shall prepare and submit
to the Secretary its list of nominees for the officer or Board of Director
positions to be filled at the annual meeting of the membership held in
September.
Section 9.3: Committee Chairpersons. Appointment of Chairpersons to committees
is the 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 with the approval by the Board of Directors.
Section 9.4: Committee Activity. Committees are established to provide
the Chapter with special ongoing services, such as Programs, Professional
Development, Communications, Marketing/Public Relations, etc.
ARTICLE 10
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 11
AMENDMENT OF BYLAWS
The Bylaws may be amended by a majority vote of the members provided
a quorum is present as defined by Article 6.5 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 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 12
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).
ARTICLE 13
WITHDRAWAL OF AFFILIATED CHAPTER STATUS
Affiliated 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.
Removal of affiliation with SHRM by the Chapter may be accomplished by
a majority vote of the members authorized to vote at any regular or special
meeting called
for the purpose.
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