MID-FLORIDA SHRM           

Mid-Florida SHRM, Chapter 151

Chapter Bylaws

ARTICLE 1

NAME AND AFFILIATION

Section 1.1: Name. The name of the Chapter is Mid-Florida Society for Human Resource Management, Inc (herein referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as MFSHRM 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 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 2

PURPOSE

The purposes of this Chapter, as a non-profit organization, are:

a) to provide a forum for the personal and professional development of our members;

b) to provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;

c) to provide an arena for the development of trust relationships where common problems can be discussed and deliberated;

d) to provide an opportunity to focus on current human resource management issues of importance to our members;

e) to provide a focus for legislative attention to state and national human resource management issues;

f) to provide valuable information gathering and dissemination channels;

g) to provide a pool of human resource management leaders for perpetuation of the Chapter and of SHRM;

h) to serve as an important vehicle for introducing human resource management professionals to SHRM;

i) to serve as a source of new members for SHRM; and

j) to serve as part of the two-way channel of communications between SHRM and the individual members.

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:

a. to be a recognized world leader in human resource management;

b. to provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;

c. to be the voice of the profession on human resource management issues;

d. to facilitate the development and guide the direction of the human resource profession; and

e. to establish, monitor and update standards for the profession.

ARTICLE 3

FISCAL YEAR

The fiscal year of the Chapter shall be the calendar year.

ARTICLE 4

MEMBERSHIP

Section 4.1: Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in Sections 4.3, 4.4, 4.5, 4.6 and 4.7 of this Article. To achieve the mission of the Chapter there shall be no discrimination in individual memberships because of race, religion, sex, age, national origin, disability, veteran's status, or any other legally protected class. Membership in the MFSHRM Chapter, shall be granted to all qualified individuals, by two-thirds (2/3) vote of the entire Board of Directors. Mid-Florida SHRM is a 100% Chapter of National SHRM. All chapter members are required to be members of National SHRM in good standing.

Section 4.2: Non-transferability of Membership. Membership in the Chapter is neither transferable nor assignable.

Section 4.3: Individual Membership. Membership in the Chapter is held in the individual's name, not an organization with which the member is affiliated.

Section 4.4: Professional Members. Professional membership shall be limited to those individuals who are engaged as one or more of the following: (a) practitioners of human resource management performing human resource functions with a substantial degree of autonomy and discretion for at least three years; (b) certified by the Human Resource Certification Institute or SHRM; (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 and have at least three years of experience at this level of teaching; (d) full-time consultants with at least three years experience practicing in the field of human resource management; (e) full-time attorneys with at least three years experience in counseling and advising clients on matters relating to the human resource profession; and/or (f) the principle owner, managing partner, or general manager of an executive placement, employment or temporary service agency with at least three or more years experience in placement or human resources management.

Note: No more than two members of the same organization may serve as a voting member of the Board at the same time.

Professional members enjoy all the rights and privileges of the Chapter, including the right to vote and hold office.

Professional members whose employment status changes to the extent they no longer qualify for professional membership may be considered as associate members (Section 4.5). Such individuals may maintain this membership at their discretion or until a change qualifies them again for professional membership.

Section 4.5: Associate Members. Individuals in non-exempt human resource management positions as well as those individuals who do not meet the qualifications of the other classes of membership and who demonstrate a bona fide interest in human resource management and the mission of the Chapter, qualify as Associate members. Associate members enjoy all the rights and privileges of the Chapter except that an Associate member may not vote on any motion placed before the general membership nor serve as an elected director of this Chapter. An Associate member may, however, serve as a committee member on Ad Hoc or Standing Committees (Article 8) or as a committee chairperson appointed by the Board.

It is the responsibility of the Associate member to advise the Vice President of Membership at the time they become eligible for Professional membership.

Section 4.6: Honorary Life Membership. The members retired from active employment, who have been a member in good standing of MFSHRM for a minimum of five continuous years, as well as Past Presidents of MFSHRM who have retired from active employment qualify as Honorary Life Members. Honorary members enjoy all the rights and privileges of the Chapter except that they may not vote or serve as a Board Member. Honorary members must be approved by the Board of Directors, and once approved, will not be required to pay future Chapter dues.

Section 4.7: Student Membership. Individuals qualify for Student membership who are (a) enrolled either as full-time or part-time students, at freshman standing or higher; (b) enrolled in the equivalent of at least six (6) credit hours; (c) enrolled in a four-year or graduate institution and/or a consortium of these or a two-year community college with a matriculation agreement between it and a four-year college or university, and (d) able to provide verification of a demonstrated interest in human resource management. Applicants of Student Membership who qualify for another level of membership will be approved at the highest level for which they qualify.

Student members enjoy all the rights and privileges of the Chapter except that a student member may not vote or hold office in the Chapter.

It is the responsibility of the student member to advise the Vice President of Membership at the time they become eligible for Professional or Associate membership.

Section 4.8: Application for Membership. Applications for membership must be made to the Chapter through the electronic on-line application. All applications shall be reviewed by the Vice President of Membership and recommended to the Board of Directors for final approval. Approval of new members shall require a majority vote of the Board of Directors. New members shall be afforded full membership rights from the date of application approval by the Board of Directors.

Section 4.9: Voting. Each Professional member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the membership. Associate Members, Student Members, and Honorary Members are not eligible to vote. Votes shall be tallied if deemed necessary, as in election of officers, by an Ad Hoc Committee appointed by the Board of Directors

Section 4.10: Dues. Annual membership dues shall be established by the Board of Directors prior to the sending out of renewal notices.

Section 4.11: Guests. The members shall have the privilege of bringing guests to meetings except those meetings specified as closed meetings. The Board of Directors can establish guest attendance limits in order to encourage guest interest toward chapter membership. The Board of Directors is also allowed to designate a separate fee for non-member attendance.

Section 4.12: Termination of Membership. The Board of Directors by a simple majority of the Board shall have the power to request and accept a resignation or rescind membership of any member who, in the opinion of the Board, fails to comply with the bylaws of the Chapter or who commits any of the following violations:

a) By their actions cast adverse reflections on the Chapter.

b) Failure to pay Chapter dues within sixty (60) days after the due date.

c) Use of any Chapter membership directory, publications, and/or regular monthly meetings to solicit business for personal financial gain.

d) For other just and sufficient causes as determined by the Board of Directors.

The member shall be entitled to prior written notice of the grounds for removal and an opportunity to be heard by the Board prior to any termination action being imposed. Individuals who desire a review of the Board’s decision may do so by written request to the President of the Chapter, no later than thirty (30) days after receipt of such decision. The President will present the request to the Board for their reconsideration at the next regularly scheduled Board Meeting. The President will relate the decision of the Board to the individual involved. Such decision shall be final.

ARTICLE 5

MEMBER MEETINGS

Section 5.1: Regular Meetings. Regular meetings of the members shall be determined by the Board of Directors and adequate notice provided to the membership.

Section 5.2: Annual Meeting. The annual meeting shall be held in September of each year at a time and place designated by the Board of Directors. At the annual meeting, a Board of Directors shall be elected.

Section 5.3: Special Meetings. Special meetings may be called at any time by the President, by written request of three members of the Board of Directors, or by 10 or 10% (whichever of the two is greater) of the members of the Chapter entitled to vote at such meeting.

Section 5.4: 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 5.5: Quorum. Ten percent of the voting members represented in person or by conference call, shall constitute a quorum. The vote of a majority of the members present at any meeting at which there is a quorum, either in person or by conference call, 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 6

BOARD OF DIRECTORS

Section 6.1: 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. The Board of Directors shall determine matters of policy and generally direct the affairs of the Chapter.

Section 6.2: Officers. The Board shall consist of six elected officers; one President, one President Elect, one Vice President of Membership, one Vice President of Programs, one Vice President of Finance, one Vice President of Administration, who along with the immediate Past President constitute the officers of the Board of Directors.

Section 6.3: Composition of the Board of Directors. Along with the Officers and the Past-President listed in Section 6.2 of this Article, the Board of Directors may also appoint Standing and Ad Hoc Committees to provide functional subject matter expertise. These shall constitute the governing body of the Chapter except that Committee Chairs will not have voting privileges at Board meetings. Additional Directors may be nominated by the President and elected from among the eligible membership as members of the Board of Directors should an ongoing need be established in order for the Chapter to conduct business.

Section 6.4: Qualifications. All candidates for the Board of Directors must be Professional members of the Chapter in good standing at the time of nomination or appointment. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 6.5: Election - Term of Office. The Board of Directors shall be elected by the members at the annual meeting of the membership from the proposed slate of the Succession Committee appointed by the Board of Directors at the beginning of each election year. Each elected Officer shall assume office on January 1 following his/her election and shall hold office for one year or until his/her successor is elected and takes office. Election can be conducted by show of hands from the voting membership.

In April of each year, the President shall appoint an Ad Hoc Succession Committee of four members, two of whom shall be from the Board of Directors, and two shall be from the general membership, who shall nominate officers and a Board of Directors for the ensuing year. This committee’s report will be due at the September meeting.

Other nominations may be made from the floor. The President can call for a written ballot or a show of hands by voting members to be conducted at the meeting.

The retiring President shall automatically become a member of the Board of Directors for a period of one year.

Section 6.6: Vacancies. All vacancies occurring during the year by resignation or otherwise shall be filled for the unexpired term by appointment of the President and a majority vote of the Board of Directors. If the office of the President becomes vacant, it will be filled by the President-Elect.

Section 6.7: Quorum. Four members (or a simple majority) of the Board of Directors shall constitute a quorum. The act of a majority of the Board of Directors present at any meeting at which there is a quorum, either in person 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. In addition, the Board may act by unanimous written consent of all voting members.

Section 6.8: Board of Directors' Responsibilities. The Board of Directors shall transact all business of the chapter, determine matters of policy, and generally direct the affairs of the Chapter as prescribed in these Bylaws or other governing instruments of the Chapter. A Professional 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.

Chapter members who desire a review of the Board’s decisions may do so by written request to the President of MFSHRM, no later than thirty (30) days after the receipt of such decision. The President will present the request to the Board for their reconsideration at the next regularly scheduled Board meeting. The President will relate the decision of the Board to the individual involved. Such decision shall be final.

The Board of Directors shall conduct or have conducted annually an audit or review of the Chapter’s finances. Such report as generated from this shall be presented to the Board of Directors and membership in February of each year.

Section 6.9: Removal of Officer and/or Director. Any Officer or Director may be removed from office/position, with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board meeting. The officer or director shall be entitled to a due process hearing prior to any termination action being imposed.

ARTICLE 7

DUTIES AND RESPONSIBILITIES

The responsibilities of each member of the Board of Directors shall be as outlined in the position descriptions maintained by the Vice President of Administration and distributed to the Board of Directors. The position descriptions are subject to change as deemed necessary by the President and/or the Board of Directors.

Section 7.1: The President. The President shall preside at all meetings of the Chapter. He/she 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 throughout the duration of his/her term of office.

Section 7.2: The President-Elect. The President-Elect, at the request of the President or in his/her absence or disability, may perform any of the duties of the President. On occasion, the President Elect shall chair, at the President’s request, any special Ad Hoc committee. He/she shall have such other powers and perform such other duties as the Board may determine. The President-Elect automatically moves into the role of President following his or her one-year term. The President-Elect is encouraged to attend the annual SHRM Leadership Conference.

Section 7.3: The Vice President of Membership. The Vice President of Membership shall serve as chair of the Membership Committee. He/She shall encourage Chapter and SHRM membership growth, shall maintain the official membership roster of the Chapter, and shall coordinate with the Chapter Webmaster and the Vice President of Finance to maintain an up-to-date membership directory on the web site. The Vice President of Membership shall direct membership and attendance campaigns. He/she may appoint Chapter members to assist with these duties and shall have such other powers and perform such other duties as the Board of Directors may determine.

Section 7.4: The Vice President of Finance. The Vice President of Finance shall collect dues and be responsible for the financial affairs of the Chapter, including all required filings. These responsibilities shall include presenting financial reports to the Board and coordinating arrangements for the annual examination audit of the accounts as may be required by the Board. He/she shall be responsible for membership billing. He/she shall make disbursements on vouchers signed by the President and shall make quarterly financial reports to the membership. He/she may appoint Chapter members to assist with these duties and shall also perform such other duties as the Board of Directors may determine.

Section 7.5: The Vice President of Administration. The Vice President of Administration shall be responsible for recording the minutes of all Board meetings and official votes of the general membership, shall be responsible for making all Board members aware of such meetings, and shall keep and preserve a record of the proceedings of the Chapter. The Vice President of Administration shall notify members of their election to office. He/she may appoint Board members to assist with these duties and shall also perform such other duties as the Board may determine.

Section 7.6: The Vice President of Programs. The Vice President of Programs shall be responsible for coordinating the scheduling of the monthly program and speaker(s) for each Chapter meeting. The Vice President of Programs shall arrange for introduction of the speaker and shall complete the application(s) for CEU credits. He/she may appoint Chapter members to assist with these duties and shall also perform such other duties as the Board of Directors may determine. The Vice President of Programs coordinates with the Public Relations Committee and/or other Directors to ensure that monthly communication is sent to the membership regarding upcoming meetings and events of the Chapter.

Section 7.7: Past President. The Past President shall serve as an advisor to the President, and fulfill such duties as requested by the President and/or Board of Directors.

ARTICLE 8

COMMITTEES

Section 8.1: Committees. The establishment of both Standing and Ad-Hoc committees shall be the right of the Board of Directors.

Section 8.2: Committee Organization. Committees in addition to the Succession/Nominating Committee are established by resolution of the Board of Directors.

Section 8.3: Committee Chairpersons. Appointment of Chairpersons to committees is the sole 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. The Committee Chair shall have such powers and perform such liaison duties as the Board or the President may determine. The responsibility includes awareness and initiatives in the particular focus area, as determined by the President and the Board. He/she shall have the authority to appoint sub-committees to plan and implement the activities associated with the committee’s focus area for the year.

Section 8.4: Committee Activity. Committees are established to provide the Chapter with special ongoing services.

a) Standing Committees may include, but are not limited to Certification, College Relations, Diversity, Legislative (State and Federal), Non-Dues Revenue, Public Relations, SHRM Foundation, Technology/Website and Workforce Readiness.

b) Ad Hoc Committees may include, but are not limited to Succession, HR Professional of the Year, Janet Branch Diversity Award, By-laws Review, and/or SHAPE.

Committees shall provide functional subject matter expertise and shall be responsible for implementing the policies of the Board of Directors and/or the President as assigned.

Section 8.5: Committee Functions. The Board of Directors shall develop, maintain, evaluate and revise, as necessary, position descriptions listing the functions, duties and responsibilities of each of the committees of the Chapter.

Section 8.6: Meetings and Reports of Committees. Committees shall meet as often as necessary to perform their functions. Committee Chairs shall report to the Board of Directors at the request of the President.

ARTICLE 9

ELECTRONIC VOTING

Electronic ballots can be used for the election of Directors provided the Chapter has had at least one in-person meeting that year.

ARTICLE 10

STATEMENT OF ETHICS

The Chapter adopts 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 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

PARLIAMENTARY PROCEDURE

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

ARTICLE 12

AMENDMENT 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 13

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).

ARTICLE 14

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 15

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.

ARTICLE 16

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Any current or former Director or Officer of the Chapter who is made a party to any threatened or pending legal proceeding shall be indemnified by the Chapter against expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) reasonably incurred by him or her in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Chapter and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Chapter, and, with respect to any criminal action or proceeding, have reasonable cause to believe that his or her conduct was unlawful.

Any indemnification hereunder may be made by the Chapter only as directed by a court or as authorized in the specific case upon a determination that indemnification of the Director or Officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth herein. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such proceeding. If this Article or any portion of it is invalidated on any ground by a court of competent jurisdiction, the Chapter nevertheless indemnifies each Director and Officer of the Chapter to the fullest extent permitted by portions of this Article that have not been invalidated and to the fullest extent permitted by law.