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BYLAWS OF CHARLOTTE AREA SHRM

The following bylaws have been established by the Charlotte Area SHRM Board of Directors:

  • ARTICLE I – NAME AND AFFILIATION

    Section 1.1:  Name

    The name of the Chapter is Charlotte Area Society for Human Resources Management (hereinafter referred to as “CASHRM” or “the Chapter”).  To avoid potential confusion, the Chapter will refer to itself as CASHRM or Charlotte Area SHRM and not as SHRM or the Society for Human Resource Management.

    Section 1.2:  Organization

    CASHRM is a non-profit corporation organized under the laws of the State of North Carolina and exempt from taxation under Section 501(c)(6) of the Internal Revenue Service.

    Section 1.3:  Affiliation and Relationships

    The Chapter is affiliated with the Society for Human Resource Management (hereinafter referred to as “SHRM”).  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 SHRM 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.

    ARTICLE II - PURPOSE

    The purposes of this Chapter, as a nonprofit organization, are:

  • To encourage, promote and affect the voluntary interchange among CASHRM members of data information, experience, ideas and knowledge about methods, processes and techniques relating to the profession of Human Resources.
  •  To observe ethical and professional standards of work and to foster and encourage observance of the same for all practitioners of Human Resources and Industrial or Labor Relations.
  • To provide a forum for the personal and professional development of CASHRM members, guests, and non-member business professionals.
  • To recognize, promote and generally enhance Human Resources profession by communicating the activities and accomplishments of CASHRM and its members to the business community.
  •  To support designated college/university SHRM Student Chapter(s) in the form of financial, scholarship, programming and membership to Student Chapter members.
  • To make the communities we live in and the organization we serve a better place as a result of our combined efforts in the practice and promotion of Human Resources professionalism.
  • 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:
  • To be a recognized world leader in human resource management;
  • To provide high-quality, dynamic and responsive programs and services to our customers with interests in human resources management;
  • To be the voice of the profession on human resource management issues;
  • To facilitate the development and guide the direction of the human resource profession; and
  •  To establish, monitor and update standards for the profession.

  • ARTICLE III – FISCAL YEAR

    The fiscal year of the Chapter shall begin on the first day of January and end on the last day of December of each year.


    ARTICLE IV – MEMBERSHIP

    Section 4.1:  Eligibility and Classification

    Membership in the Corporation is voluntary and is open to any Human Resources professional under the guidelines set forth below. Membership will be granted without regard to race, religion, sex, age, national origin, disability, veteran’s status, or any other legally protected class.

    Section 4.2:  Non-Transferability of Membership

    Membership in the Chapter is neither transferable nor assignable.

    Section 4.3.  Terms and Classes

    Individuals possessing the necessary membership qualifications may, upon approval, be admitted to the Chapter in one of the following:

   Professional Membership:  Individuals who are:
  • engaged in the field of Human Resources for at least three (3) years or are a member in good standing with SHRM and are employed by their respective employers in a management capacity and have ultimate responsibility for the Human Resources Function for their organization;
  • 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 and have at least three (3) years of experience at this level of teaching, including any designated SHRM Student Chapter Faculty Advisor(s);
  • full-time consultants with at least three (3) years’ experience practicing in the field of human resource management and whose primary job responsibilities involve the delivery of a human resources functional service on behalf of a client(s); and/or
  •  full-time attorneys with at least three (3) years’ experience in counseling and advising clients on matters relating to the human resources profession. 
The rights and privileges of Professional Members include the right to vote and hold office in the Chapter with the limitation that nominees for elected offices must have been a Professional Member in good standing with CASHRM or another SHRM-affiliated chapter for two (2) or more years.

   Associate Membership: Individuals who are:

  • In non-exempt human resources management positions; consultants practicing in the field of human resources management whose primary job responsibilities involve sales, marketing and/or business development functions on behalf of their organization; and/or 
  • any other professional who does not meet the qualifications of the other classes of Chapter membership, but who demonstrate a bona fide interest in human resource management and the mission of the Chapter.  This interest must be demonstrated to the satisfaction of the CASHRM Board of Directors through review of the individual’s education, experience, and professional certification.  
  • Associate Membership should not exceed 20% of total membership, does not have voting privileges and may not hold an elected office in the Chapter.
Honorary Members:  

Honorary Membership is available to any person with twenty-five (25) or more years of active membership in CASHRM who retires from the active human resources profession while an active member.  All Past Presidents of CASHRM shall qualify as an Honorary Member and hold all the rights and privileges of a professional member. 


Student Members:  Student Membership is available to active student members of designated SHRM Student Chapters and are encouraged to participate in CASHRM meetings and events during the academic year.  Student Members do not have voting privileges and may not hold an elected office in the Chapter.

  • Section 4.4:  Other Membership Considerations

    CASHRM will encourage its members to join SHRM and may provide for reduced dues or other member benefits for those who are current members of SHRM.

    Section 4.5:  Application for Membership

    Application for membership shall be reviewed by the Chapter President or designee for eligibility and approval.  New members shall be afforded full membership rights from the date of application approval.

    Section 4.6:  Voting

    Each Professional Member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members.  Associate and Student Members are not eligible to vote.

    Section 4.7:  SHRM Membership Requirement

    SHRM requires that the Chapter maintain 30% of their membership as SHRM members.

    ARTICLE V – MEMBERSHIP DUES

    Section 5.1:  Dues

    Annual membership dues shall be established for the next year by the Board prior to distribution of renewal notices.

  • Dues are payable upon approval of membership or can be paid with the application for membership when submitted;
  • Renewal notices shall be sent in annually; and
  • Chapter membership shall lapse if dues are in arrears three (3) months from receipt of dues invoicing (reinstatement may be made retroactive effective upon payment of dues).
  • Section 5.2:  Exemption from Dues Payment

    The following shall be exempt from annual dues requirements of the Chapter based upon the Chapter’s current financial position:

  • CASHRM Officers and members of the Board of Directors, during the term(s) which they serve on the CASHRM Board of Directors.
  • Honorary Members, as defined in Section 4.3 above.
  • Notwithstanding the above, any member exempt from payment of dues under these provisions may still be required to satisfy any other outstanding financial obligations to the Chapter and may be required to pay the Regular Member rate for any CASHRM sponsored activity that is not covered by the annual dues.
  • ARTICLE VI – BOARD OF DIRECTORS

    Section 6.1:  Power and Duties

    The Board of Directors (also referred to as the “Board”) shall serve as the governing body for the Chapter and manage and control the property, transact business and affairs of the Chapter and in general exercise all powers of the Chapter.

    Section 6.2:  Composition of the Board of Directors

    The Board of Directors shall consist of all current Officers, the immediate Past President and any other at-large directors as may be determined from time to time by the Board.

    Section 6.3:  Officers

    The following shall be members of the Board and shall be Officers of the Chapter:  the President, President Elect, Vice President(s), Secretary and a Treasurer, and any other such officers as may be deemed appropriate from time to time by the Board.  A person may hold more than one office simultaneously, except that no person may hold the office of President and Secretary/Treasurer at the same time.

                Section 6.3.1:  President

    The President shall provide leadership to the local chapter consistent with state, regional, and SHRM policy, strategies and objectives. The President shall:

  • Conduct the business of the chapter in accordance with the chapter bylaws and serve as chairperson of the chapter’s board of directors
  • Preside over the activities of all officers and directors, as well as standing committees, to ensure the accomplishment of chapter goals, objectives, and strategies.
  • Monitor the use, accounting, and handling of the chapter funds.
  • Chair all meetings of chapter officers and members.
  • Participate in and lead the development and implementation of short-term and long-term strategic planning for the chapter.
  • Represent the chapter in the human resources community.
  • Attend state council meetings and actively participate in state council matters.  Provide information to state council as an elected representative of the chapter. Appoint proxy to attend state council meetings when unable to attend.
  • Maintain communication with the state council director and the SHRM Regional Team.
  • Communicate state regional and/or SHRM’s goals, policies, and programs to chapter members.  Represent the state council to local chapter leaders and the membership.
  • Section 6.3.2:  President Elect

    The President Elect shall become familiar with the workings of the Chapter and prepare to take over the position of Chapter President the following year.  The President Elect will also assist the President in overseeing all the activities of the Chapter.

                Section 6.3.3:  Vice President of Membership

    The Vice President of Membership shall manage the membership function to successfully achieve an increase in chapter membership and will guide the activities of the following committees:  volunteers, membership, membership directory, awards, and hospitality.

                Section 6.3.4:  Secretary

    The Secretary shall record and maintain the minutes of the Board of Directors meetings and annual meeting of the chapter membership, perform all duties as may be required by North Carolina law as a secretary, and provide accurate and timely guarantee attendance numbers for the monthly general membership meetings.

                Section 6.3.5:  Treasurer

    The Treasurer shall oversee and maintain the financial resources of the organization, perform all duties as may be required by North Carolina law as a treasurer, and provide accurate and timely financial records.

    Section 6.4:  Qualifications and Responsibilities

    All candidates for the Board of Directors and Officer positions must be Professional members of the Chapter in good standing at the time of nomination or appointment and for their complete term of office.  The responsibilities of each member of the Board of Directors shall be as outlined in the position descriptions maintained by the Secretary and subject to change as deemed necessary by the President and/or Chapter Board but consistent with these Bylaws.  Officers are expected to attend the majority of meetings.  Officers are expected to attend meetings in-person. Any Officer who misses more than one fourth of the scheduled meetings is subject to removal as an Officer.

    Section 6.5:  Core Leadership Areas

    The Officers and at-large Board members shall be assigned programmatic responsibilities that correspond as closely as possible to current SHRM Core Leadership Areas (CLAs).  The responsibility includes initiatives in the particular CLA as determined by the President and the Board, including the authority to appoint committees to plan and implement the activities associated with the CLA. 

    Section 6.6:  Terms

    Officers and Directors shall be elected by the member at the annual meeting of the membership from the proposed slate of the Nominating Committee appointed by the Board at the beginning of each year.

  • Each elected Officer and Directors shall assume office on January 1st following their election;
  • Each elected Officer and Director shall hold office for two (2) years or until their successor is elected and takes office;
  • To permit the presence of experienced representatives, terms should be staggered so that half of the representatives rotate off each year;
  • Officers and Directors may not be elected to serve more than three (3) consecutive terms in the same position.

Section 6.7:  Vacancies

Any vacancy in the Board may be filled for the unexpired term by appointment of the President with the consent of the Board.

In the event that the President shall resign, be removed from office, or in any other respect be unwilling or unable to complete their term, and upon certification by the Secretary that the office of President is vacant, the President Elect shall immediately assume the office of President, or serve for the balance of the term to which the President had been selected.

In the event that there is no President Elect to assume the office of President, the Immediate Past President will assume the role.  Should the immediate Past President be unwilling or unable to assume the office of President, then the remaining members of the Board of Directors shall convent as a committee of the whole and elect by majority vote from amongst the remaining members of the Board a person to serve as President for the balance of the term being filled, provided that no person may hold the office of President and Secretary at the same time.

Section 6.8:  SHRM Membership Requirements

In accordance with the SHRM Bylaws, the President shall be a current member in good standing with SHRM throughout the duration of their term. It is required that all officers and members of the CASHRM Board shall maintain active membership in SHRM and hold current certification(s) as may be appropriate.

Section 6.9:  Nomination and Election

The President shall appoint a Nominating Committee composed of three (3) active Professional members.  It is recommended, for continuity purposes, that at least one of whom be a Past President.  A Past President of CASHRM will be designated as the Chair of the Nominating Committee, unless (s)he is unwilling or unable to perform that duty, in which case the Past President next in historical recency shall assume the role of Chair. If no Past President is available to serve as Chair, then the President shall appoint a chair from the active membership to fulfill this role.

The Nominating Committee will make its first report at the regularly scheduled membership meeting in September of each year. If there is not a regularly scheduled membership meeting in September, the Nominating Committee will make its first report at least 30 days prior to the Annual Business Meeting in October of each year. 

The Nominating Committee will make its final report at the Annual Business Meeting in October of each year, at which time the election of the officers and at-large members of the Board of Directors shall take place. Only active Professional Members in good standing will be eligible to vote.  Active Professional Members unable to vote in person may request to vote by absentee ballot, provided that the request for absentee ballot is submitted in writing or via electronic mail to the Secretary and that the completed ballot is submitted to the Secretary prior to the Annual Business Meeting.  The Secretary may also accept other means of absentee electronic voting that permits the intent of the Individual Professional Member to be recorded and verified.

Officers and at-large members of the Board of Directors shall be elected by a simple majority of the members who vote.

Section 6.10:  Removal of Officer or Board Member

Any Officer or Board member may be removed from office, with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at any duly constituted meeting of the Board.  Board members may automatically be removed for failing to attend five (5) of the twelve (12) meetings in a given year.

ARTICLE VII – MEMBER MEETINGS

Section 7.1:  Regular Meetings

Regular meetings of the members shall be held on the second Monday of each month or as otherwise determined by the Board.  This is subject to change as determined by the Board of Directors.  Allowable exceptions may include one (1) mid-year networking/social event, and one (1) year-end holiday event.

Section 7.2:  Annual Meetings

The annual meeting of the members for electing Officers and conducting other appropriate business shall be held in October or at such other time as determined by the Board of Directors.

Section 7.3:  Special Meetings

Special meetings of members may be approved by the President or a majority vote of the Board of Directors, provided that adequate notice is provided to the members.

Section 7.4:  Notice of Meetings

Notice of all special and annual meetings shall be given to all members at least 30 days prior to the meeting.

Section 7.5:  Quorum

A simple majority of the total Board of Directors shall constitute a quorum for the transaction of business.  The vote of a majority of the members present at any meeting at which there is a quorum, either in person, electronically via email or by conference call, shall be necessary for the adoption of any matter voted on by the members.

Section 7.6:  Action Without A Meeting

Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if all of the Directors consent in writing to the action so taken. The action shall be evidence by one or more written consents describing the action taken, signed by each Director and included in the minutes or filed with the corporate records reflecting the action taken.  Action taken under this section is effective when the last Director signs the consent unless the consent specifies a different effective date.  A consent signed under this section has the effect of a meeting vote.  A Director’s consent to action taken without a meeting may be in electronic form and delivered by electronic means.

ARTICLE VIII – COMMITTEES AND OTHER ADVISORY BODIES

Section 8.1:  Committees

The Board of Directors, by resolution adopted by a majority vote, may designate standing committees.  The President is authorized to appoint other special committees as needed for any purpose.

Section 8.2:  Rules of Governance

Each committee shall adopt rules of its own governance that are not inconsistent with these Bylaws, rules adopted by the Board of Directors, or applicable state or federal laws.  Each committee shall maintain its rules for governance in a written scope document that is approved by the Board of Directors.

Section 8.4:  Committee Directors

Appointment of Directors to committees is the sole responsibility of the President.  The President or their designated representative(s) will seek interested members to participate in committee activities.  Special committees or task forces may be organized by the President or their designated representative(s) to meet particular Chapter needs. Committee Directors shall attend scheduled Board meetings, present a report at all Chapter meetings and notify all members of information deemed necessary regarding their area of responsibility.  CASHRM requires each Director to be a member in good standing.

Appointment of Chairs to committees is the responsibility of the President or designee.

ARTICLE IX – PARLIMENTARY PROCEDURE

Meetings of the Chapter shall be governed by the rules contained in Robert’s Rules of Order in all cases to which are applicable and in which they are consistent with the Law and Bylaws of the Chapter.

ARTICLE X –MEMBER SERVICE AREAS (MSA’s) AND SPECIAL INTEREST GROUPS

Section 10.1:  Member Service Areas

In order to serve the geographic needs of the chapter, the Chapter may establish local member service areas (MSA’s) for the development and delivery of chapter services.  These areas shall operate under the operational guidelines set forth by the Chapter Board of Directors.  The Chair of each approved MSA in the Chapter will serve on the Board of Directors of the Chapter in a voting capacity.

Section 10.2:  Special Interest Groups

The Board may establish, as it deems appropriate, Special Interest Groups (SIG) of Charlotte Area SHRM and will support the activities of the SIG in the form of administrative, financial and programming support, based upon the Chapter’s current financial position.

ARTICLE XI – MISCELLANEOUS

Section 11.1:  Statement of Ethics

The Chapter adopts herein by reference of 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 members. Each member shall honor, respect and support the purposes of this Chapter of the 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 for the Board of Directors and only in accordance with approved meeting sponsorship policies.

All Directors shall comply with the Statement of Ethics Policy which prohibits conflicts of interest, as such conflicts could cast doubt on the ability of such persons to act with total objectivity with the overall interests of CASHRM.

Section 11.2:  Deposits

All funds shall be deposited in a timely manner to the credit of the Chapter in such banks or other depositories as the Chapter’s President may elect.

Section 11.3:  Books and Records

The Chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors.  All books and records of the Corporation may be inspected by any Director, or agent or attorney representing any Director, for any proper purpose at any reasonable time.

ARTICLE XII – DISSOLUTION OF CHAPTER

In the event of the Chapter’s dissolution, any remaining funds in the treasury or any other assets owned by CASHRM and after all known Chapter expenses and financial obligations have been satisfied, will be distributed to any eligible organization(s) as agreed upon by the Board of Directors at the time of dissolution in accordance with applicable laws and regulations as permitted under Section 501(c)(6) of the Internal Revenue Code.

ARTICLE XIII – WITHDRAWAL OF AFFILIATED CHAPTER STATUS

If 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 the Chapter status, the SHRM Board of Directors may cause a new Chapter to be created, or, with the consent of the President of SHRM and the consent of the body which has had Chapter status withdrawn, may re-confer Chapter status upon such body.

ARTICLE XIV – AMENDMENT OF BYLAWS

These Bylaws and associated amendment(s) have been ratified by the Chapter membership as noted below.

Whenever appropriate, but not less than biannually, the President shall appoint a committee, comprised of at least three (3) active Professional members, at least one of whom must be a current officer, to review the Bylaws. The designated officer will serve as the chairperson of the committee.  Any proposed amendments to the Bylaws must be submitted to the CASHRM membership for vote at the Annual Business Meeting.

A copy of any proposed amendments shall be made available to all Professional Members at least fifteen (15) calendar days prior to any regularly scheduled meeting date.

The Bylaws may be amended by a majority vote of the eligible voting 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 or their designee as being in furtherance of the purpose 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 or their designee.

ARTICLE XV – TERMS USED

As used in these Bylaws, feminine or neutral 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.

Ratified by the Membership of the

Chapter and Signed by:                                              

___________________________________             

CASHRM President                                                    


______________________________             

Date                                                                               

info@charlotteshrm.org

CASHRM     

PO Box 36156

Charlotte, NC

28236                       



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