BYLAWS OF CHARLOTTE AREA SHRM
The following bylaws have been established by the Charlotte Area SHRM Board of Directors: |
Associate Membership: Individuals who are:
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 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 |
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