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Bylaws

Article I. – IDENTIFICATION

Section 1. Name
The name of the Chapter is SHRM-Memphis (herein referred to as the "Chapter").  To avoid potential confusion, the Chapter will refer to itself as SHRM-Memphis (Chapter name) and not as SHRM or the Society for Human Resource Management.

Section 2. Affiliation
The Chapter is affiliated with the Society for Human Resource Management (herein referred to as "SHRM").

Section 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 SHRM without the express written consent of SHRM.


Article II. – PURPOSE & GOALS

The purpose and goals of the chapter shall be:

1. To be recognized as the premier voice for HR related issues in the Greater Memphis Area.

2. To improve the professional competence of its members.

3. To raise the standards of performance in all phases of human resource management and leadership.

4. To encourage and facilitate the exchange of ideas and information among members.

5. To actively support or oppose legislation of other matters based on employer needs and professional goals.

6. To support the goals and purpose of the Society for Human Resource Management.


Article III. – MEMBERSHIP

Section 1. Terms and Classes
Persons possessing the necessary qualifications may, upon approval of the Society, be admitted to membership in the Society in one of the following classes:

A. Professional Member
Individuals engaged in human resource management with at least three years of experience at the exempt level; or any individual certified by the Human Resource Certification Institute; or any faculty member with three or more years experience holding at least assistant professorial rank in HR; or full-time consultants with at least three years experience as an HR practitioner; or full-time attorneys with at least three years experience in counseling and advising clients on matters relating to the HR profession. Professional Members have voting rights and may hold office in the Society.

B. General Member
Individuals engaged in human resource management at the exempt level, but do not meet the requirements for Professional Member. General Members have voting rights, but may not hold office in the Society.

C. Associate Member
Individuals in non-exempt human resource management positions, as well as those who do not meet any of the foregoing categories, but have a bonafide interest in human resource management. Associate Members do not have voting rights and may not hold office in the Society.

Section 2. Non-Discrimination
Membership shall be open to all qualified individuals. There shall be no discrimination because of race, religion, sex, age, national origin or disability.

Section 3. Application for Membership
Application for membership shall be made per the guidelines of the Society for Human Resource Management (SHRM). All members shall be members of the Chapter and SHRM.

Section 4. Payment of Membership Dues
SHRM-Memphis does not charge local chapter membership dues, as the requirement for chapter membership is current membership in good standing with the Society for Human Resource Management and the designation of SHRM-Memphis as their primary chapter.  Annual dues to SHRM are payable upon submission of application for new membership and the annual anniversary of membership.

 
Article IV. – MEETINGS

Section 1. Regular Meetings
Regular meetings will be held monthly at such time and places as the Board of Directors may designate. A special Holiday/Installation of new officers meeting is held in December.

Section 2. Notice of Meetings
The Vice President(s) - Communications shall assure that meeting information is current on the chapter web site and that e-mail notices are sent to members at least ten (10) days prior to the scheduled meeting date.

Section 3. Non-Members
Members are encouraged to invite non-members to regular meetings. The members will be responsible for payment of the cost of any meeting, and non-members should normally be prospective members possessing the qualifications of Professional, General or Associate membership as cited in Article III (Membership).

Section 4. Conduct
All attendees are expected to conduct themselves at meetings in a professional manner upholding the purposes of the Chapter. Therefore, the solicitation of free advice or business sales is strictly forbidden during Chapter meetings and social periods.


Article V. – ELECTIONS

Section 1. Balloting (Officers and Directors)
Elections of Officers and Directors shall be conducted by ballot in accordance with the following procedures:

A) No later than the first day of October each year the nominating Committee, composed of the Immediate Past President and no less than two (2) other members of the Chapter, shall prepare and submit to the President its list of nominees for the offices to be filled.

B) The list of nominees will be prepared and distributed to all voting members before the regular meeting held in November.

C) Members will vote for their choice of officers and directors by the designated election date. Ballots arriving after this time will be declared void.

Section 2. Elections
A) Votes Required - Each Officer and Director shall be elected on the basis of plurality of votes cast for that office.

B) Tie Votes - In the event of a tie between two or more candidates for the same office, successive balloting shall be conducted until one candidate receives a majority of the votes.

Section 3. Referendum and Other Mail Balloting
The Board of Directors may submit any matter of the Chapter's business to voting membership for resolution by e-mail, fax or mailed ballot.


Article VI. – BOARD OF DIRECTORS AND OFFICERS

Section 1. Members
The following shall be members of the Board of Directors: President, President-Elect, Vice President(s)-Programs, Vice President(s)-Membership, Vice President(s)- Communications, Secretary, Treasurer, and Immediate Past President. Additional members may be elected from among the eligible membership. The number of additional members of the Board may be changed from time to time by the Board in resolution. The Immediate Past President position is not an elected position, all other Board of Directors positions are elected each year.

Section 2. Qualifications
Ideally, all candidates for the Board of Directors and Officers should be qualified Professional members of the Chapter in good standing at the time of nomination or appointment with exceptions approved by the Board of Directors and Officers. Board Directors and Officers  may not be elected to serve more than two (2) consecutive terms in one office.

Section 3. Election - Terms of Office
All elected Directors and Officers shall be chosen as provided in these Bylaws. Each elected Director and Officer shall assume office in January of the year following his/her election and shall hold office for one year or until his/her death, resignation or removal.

Section 4. Vacancies
Any vacancy in the Board shall be filled for the unexpired term by a vote of a majority of the Board in attendance at any regularly constituted Board Meeting.

Section 5. Quorum
A majority of the total Board membership shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board.

Section 6. Removal of Directors and Officers
Any Director and Officer may be removed from office, with or without cause, upon an affirmative vote of the Chapter's membership.

Section 7. Indemnification
The Chapter shall indemnify each person who may serve or who has served at any time as a director or officer against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (“Proceeding”) in which an indemnified director or officer may become involved by reason of serving or having served in such capacity when having acted in good faith in the reasonable belief that such indemnified director or officer’s action was in the best interest of the Chapter.


Article VII. – DUTIES AND RESPONSIBILITIES

Section 1. The President
The President shall preside at all meetings of the Chapter and the Board. He/she shall have general charge and supervision of the affairs and business of the Chapter. He/she shall give notice to the Secretary of all meetings of the Chapter and Board and shall appoint all committee chairpersons not provided for by election.

Section 2. The President-Elect
The President-Elect shall carry out the duties of the President in his/her absences.

Section 3. The Vice President(s)-Programs
The Vice President(s)-Programs shall be responsible for Program speakers and events.

Section 4. The Vice President(s)-Membership
The Vice President(s)-Membership shall be responsible for the Membership Committee, promoting interest in membership and attendance securing applications for membership and maintaining the official monthly chapter roster.

Section 5. The Secretary
It shall be the duty of the Secretary to give notice to all members of all Board meetings and to record the minutes of such meetings as well as issuing minutes to each Board member.

Section 6. The Treasurer
It shall be the duty of the Treasurer to make disbursements authorized by the President or Board of Directors, and to keep an accurate record of the financial condition of the Chapter. He/she shall supervise the collection of all monies at the Regular meetings. At the close of each calendar year, or at such other time as directed, the Treasurer shall prepare a financial report to account for the Chapter's funds.

Section 7. Immediate Past President
It shall be the duty of the Immediate Past President to serve in an advisory capacity to the other officers, to initiate the annual membership questionnaire, to chair the Nomination Committee, to send out ballots to the membership, and to compile and report the results of officer elections. Their position will also be responsible for completing the application for the SHRM Excel Awards.

Section 8. Vice President(s)-Communications
It shall be the duty of the Vice President(s)-Communications to provide timely and comprehensive information to chapter members about programs and other matters of interest via the chapter website and email publications.


Article XIII. – STANDING COMMITTEES

The Chairpersons of the following Standing Committees shall be appointed by the President subject to the approval of the Board. The Committee shall submit such reports as required by the Bylaws and/or requested by the President.

Section 1. The Membership Committee
A Committee shall recruit candidates for membership and serve as Chapter Ambassadors.

Section 2. The Diversity Committee
This group's mission will be to attract and retain human resource professionals who represent a wide range of multi-cultural outlook and experience.

Section 3. The Program Committee
This Committee shall arrange such programs as in its judgment will be informative and useful to the members and may incur such reasonable expenses as the Board may approve.

Section 4. The Communications Committee
This committee shall arrange the clear communications of information concerning events and other news via email, handouts and the SHRM-Memphis web site.

Section 5. The Professional Development Committee
Provides ongoing professional information to the members, including coordinating an annual study group to help members prepare for the accreditation examination.

Section 6. The Student Chapter Committee

A College Relations Chair will serve as the liaison between the Chapter and colleges and universities in the Memphis area in activities related to the promotion of the HR profession at those institutions.  These activities may include but are not limited to participation and support for SHRM Student Chapter activities coordinated with the Student Chapter Advisor on campuses; promotion of the profession through college and university recruitment and other functions; work with Career Services at area colleges and universities to promote employment of students interested in the HR profession; and any other functions which maintain positive college/university relations, including coordination of any scholarship activities of the chapter.  The Chair may convene a committee of SHRM members to participate in and take leadership in these activities.

Section 7. The Social Committee
A committee shall make reservations and plan menus for monthly meetings, be responsible for sufficient Social Hour supplies, make all arrangements and plan for the annual installation of officers meeting.

Section 8. The Nominating Committee
A committee whose duties shall be defined in Article V of the Bylaws. This committee shall be chaired by the Immediate Past President.

Section 9. The Community Relations/Workforce Readiness Committee
A committee shall monitor and evaluate on a continuing basis activities concerning community relations and workforce readiness issues and plans and encourage chapter involvement and activities impacting these areas.

Section 10. Other Committees
Other committees may be appointed by the President as may be deemed necessary.


Article IX. – PARLIAMENTARY PROCEDURE

All parliamentary procedures shall be governed by Roberts Rules of Order unless otherwise specified in the Bylaws.


Article X. – AMENDMENTS OF BYLAWS

The Bylaws may be amended by a majority vote of the 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/CEO or his/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/her designee.


Article XI. – CHAPTER DISSOLUTION

Section 1. 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, or other such organization or charity with purposes consistent with those of the Chapter).
 
Section 2. Withdrawal of Affiliated Chapter Status
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.


Article XII. – STATEMENT OF ETHICS

The SHRM-Memphis chapter adopts SHRM's Code of Ethics for members of the Association in order to promote and maintain the highest standards among its members. Each member shall honor, respect and support the purpose of the Chapter and SHRM.