CHAPTER BYLAWS

SOONER HUMAN RESOURCES SOCIETY

 

ARTICLE I

Name, Affiliation and Purpose.

Section 1. Name. The name of the Chapter is the Sooner Human Resources Society-Norman, Oklahoma (SHRS) (herein referred to as the "Chapter").

Section 2. Affiliation. The Chapter is affiliated with the Society for Human Resources 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 the express written consent of SHRM. The Chapter shall not contract in the name of SHRM without the express written consent of SHRM.

Section 4. Purpose. The purposes of the Chapter, a non-profit organization, shall be to: Promote excellence within our Human Resources community through personal and professional development.

ARTICLE II

Membership

Section 1. Qualifications for Membership. The Chapter is a 100% Chapter of SHRM, and all Chapter members are required to be members in good standing of SHRM. To achieve the mission of the Chapter there shall be no discrimination in individual memberships because of race, religion, sex, age, national origin or disability. Memberships are individual and are not transferrable to other individuals.

Section 2. Professional Membership. HR professionals who are current SHRM members in good standing. Professional members may vote and hold office in the chapter.

Section 3. Student Membership. Individuals who are enrolled as HR students at the college or university level and are SHRM members in good standing. Student members may not vote or hold office in the Chapter.

Section 4. Application for Membership. Application for membership shall be on the chapter application form. New members shall be afforded full membership rights from the date of application upon payment of Chapter dues.

Section 5. 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. Student Members are not eligible to vote. Votes shall be judged by an Ad Hoc Committee appointed by the Board of Directors.

Section 6. Dues. Annual membership dues shall be established for the next year by the Board of Directors or by vote of the membership prior to the mailing of renewal notices.

ARTICLE III

Meetings of Members

Section 1. Regular Meetings. Regular meetings of the members shall be held on the second Tuesday of each month or as otherwise determined by the Board of Directors.

Section 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 determined by the Board of Directors.

Section 3. Special Meetings and Use of Mail and Electronic Ballots. Special meetings of members shall be held on call of the President, the Board of Directors or by members having one-twentieth of the votes entitled to be cast at such meeting. The Board of Directors may submit appropriate issues to the membership for consideration by mail or electronic mail ballot. In the event mail or electronic mail balloting is used, notice must be given to all members and balloting must be held open for a period of no less than ten days from the date that notice is given.

Section 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. Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. The vote of the majority of the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted on by the members.

ARTICLE IV

Board of Directors

Section 1. Number. The Board of Directors shall consist of a minimum of seven (7) persons. The following shall be members of the Board of Directors and be Officers of the Chapter: President, President-Elect, Immediate Past-President, Vice President, Treasurer, Secretary and the General Counsel.  Additional Directors may be elected from among the eligible membership as members of the Board of Directors and fulfill duties as assigned.

Section 2. Qualification. All candidates for the Board of Directors must be professional members of the Chapter in good standing at the time of nomination or appointment.

Section 3. 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 Board Member shall assume office on January I following his/her election and shall hold office for one year or until his/her successor is elected and takes office. With the exception of the General Counsel, Officers may not be elected to serve more than two (2) consecutive terms in the same position.

Section 4. Vacancies. Any vacancy in the Board may be filled for the unexpired term by the President with consent by the Board of Directors.

Section 5. 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 Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 6. Board of Directors’ Responsibilities. The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in the Article of Incorporation or Bylaws. 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.

Section 7. Resignation or Removal of Director or Officer. Any Director or Officer may resign from office, or may be removed from office, with or without cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting.

ARTICLE V

Duties and Responsibilities

Section 1. The President. The President shall preside at the meetings of the members and of the Board. He/she shall direct the Chapter and have charge and supervision of the affairs and business of the Chapter. He/she shall maintain liaison and be a current member in good standing with SHRM throughout the duration of his/her term of office.

Section 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. He/she shall serve as Program Committee Chair. He/she shall have such other powers and perform such other liaison duties as the Board or the President may determine. The chapter also requires the President-Elect to be a current member in good standing with SHRM throughout the duration of his/her term of office.

Section 3. The Immediate Past President. The Immediate Past President shall assist the President in coordinating the activities of the chapter; attend Executive Committee meetings; serve as the SHRM Foundation Committee Chair; and assume and execute the duties of the President in the absence of the President and the President-Elect. The chapter also requires the Immediate Past President to be a current member in good standing with SHRM throughout the duration of his/her term of office.

Section 4. The Vice President. The Vice President shall serve as Chair of the Membership Committee. He/she shall encourage membership growth and shall maintain the official membership roster of the Chapter. He/she shall have such powers and perform such other duties as the President may determine. The chapter also requires the Vice President to be a current member in good standing with SHRM throughout the duration of his/her term of office.

Section 5. The Treasurer. The Treasurer shall be responsible for the financial affairs of the Chapter. These responsibilities shall include financial reports to the Board and 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 also perform such other duties as the President may determine. The chapter also requires the Treasurer to be a current member in good standing with SHRM throughout the duration of his/her term of office.

Section 6. The Secretary. The Secretary shall be responsible for recording the minutes of all meetings of the Chapter and shall be responsible for making all members aware of such meetings. The chapter also requires the Secretary to be a current member in good standing with SHRM throughout the duration of his/her term of office.

Section 7. The General Counsel. The General Counsel shall advise the Board of Directors on all legal matters before the Chapter. The chapter also requires the General Counsel to be a current member in good standing with SHRM throughout the duration of his/her term of office.

ARTICLE VI

Committees

Section 1. Committee Organization. Appointments 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.

Section 2. Committee Activity. Committees are established to provide the Chapter with special ongoing services such as Programs, Membership Communications, Legislative Affairs, National Development, Student Chapter Affairs, Public Relations, etc.

ARTICLE VII

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 the SHRM Foundation.

ARTICLE VIII

Statement of Ethics

The Chapter adopts SHRM's Code of Ethics Standards for the Human Resource Profession 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 this Chapter and 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 Association meetings or through the use of information provided to him/her as a member of the Chapter without the approval from the Board of Directors.

ARTICLE IX

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 X

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.