MetroWest Human Resource Management Association Constitution and Bylaws

 

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.