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Richmond SHRM Bylaws

ARTICLE 1
Name and Affiliation

Section 1.1: Name.
The name of the Corporation is Richmond SHRM (herein referred to as the “Chapter” or “Richmond SHRM”). To avoid potential confusion, the Chapter will refer to itself as Richmond SHRM and 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 the Virginia Society for Human Resources Management (herein referred to as “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.

ARTICLE 2
Purpose

The purpose of Richmond SHRM, as a non-profit organization, is:

  1. to provide a forum of the personal and professional development of our members;
  2. to provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;
  3. to provide an arena for the development of trust relationships where common problems can be discussed and deliberated;
  4. to provide an opportunity to focus on current human resource management issues of importance to our members;
  5. to provide a focus for legislative attention to state and national human resource management issues;
  6. to provide valuable information gathering and dissemination channels;
  7. to provide a pool of human resource management leaders for perpetuation of the Chapter and of SHRM;
  8. to serve as an important vehicle for introducing human resources management professionals to SHRM;
  9. to serve as a source of new members for SHRM; and
  10. 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:

  1. to be a recognized world leader in human resource management;
  2. to provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;
  3. to be the voice of the profession on human resource management issues;
  4. to facilitate the development and guide the directions of the human resource profession; and
  5. to establish, monitor and update standards for the profession.

ARTICLE 3
Fiscal Year

The fiscal year of Richmond SHRM 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, 4.4a, 4.4b, and 4.5, 4.6a and 4.6b of this Article. Richmond SHRM 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, disability, veteran’s status, sexual orientation, 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: Individual Membership.
Membership in the Chapter is held in the individual’s name, not an organization with which the member is affiliated.

Section 4.4a: 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 at the exempt level for at least three years; (b) certified by the Human Resource Certification Institute; (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; and/or (e) full-time attorneys with at least three years experience in counseling and advising clients on matters relating to the human resource profession. Professional members may vote and hold office in the Chapter.

Section 4.4b: General Members.
Individuals engaged in human resource management at the exempt level, but do not meet the requirements for Professional Member. General Members may vote but may not hold office in the Chapter.

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, but who demonstrate a bona fide interest in human resource management and the mission of the Chapter. Associate members may not vote or hold office in the Chapter.

Section 4.6a: Student Members.
Individuals 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 which provides for automatic acceptance of the community college students into the four-year college or university; (d) able to provide verification of a demonstrated emphasis in human resource management subjects, and (e) able to provide verification of the college or university’s human resources or related degree program. Student members may not vote or hold office in the Chapter.

Section 4.6b: Retired Members.
Any member in good standing at the time of their retirement from any firm, organization or institution may become an honorary Life Member of the chapter. Retired members may not vote and may not hold a position on the Board of Directors.

Section 4.7: Application for Membership.
Application for membership shall be completed by (a) Richmond to SHRM; (b) payment of annual dues to SHRM; (c) designation of Richmond SHRM (Chapter 017) as the affiliated chapter; and (d) application to Richmond SHRM either on the Richmond SHRM website (www.RichmondSHRM.org) or a Chapter application form. All applications shall be reviewed by the Vice President of Member Engagement and approved by the Board of Directors or their designee. New members shall be afforded full membership rights from the date of application approval by the Board of Directors or their designee according to his or her status as indicated in Sections 4.3, 4.4a, 4.4b, 4.5, 4.6a and 4.6b.

Section 4.8: Voting.
Each Professional and General member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Associate, Student and Retired Members are not eligible to vote. Votes shall be tallied by an Ad Hoc Committee appointed by the Board of Directors or a standing committee such as the Nominating Committee as is appropriate.

Section 4.9: Dues.
Annual membership dues, if any, shall be established for the next year by the Board of Directors prior to the third calendar quarter, or, the Board of Directors may elect to waive dues for individuals who are members of both SHRM and this Chapter. (See Section 4.7.)

Section 4.10: Termination of Membership.
Any member failing to maintain membership in SHRM will forfeit his or her membership in Richmond SHRM.

ARTICLE 5
Member Meetings

Section 5.1: Regular Meetings.
Regular meetings of the members shall be held on the third Thursday of each month or as otherwise determined by the Board of Directors.

Section 5.2: Annual Meetings.
The annual meeting of members for electing Directors and the Executive Committee, and conducting other appropriate business shall be held in November or at such other times as determined by the Board of Directors.

Section 5.3: Special Meetings.
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.

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.
Members holding one-tenth of the votes entitled to be cast, represented in person or by electronic means, (if so stipulated) 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 electronic means, (as pre-determined by the board) shall be necessary for the adoption of any matter voted on by the members, except to the extent that applicable 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 of all powers of the Chapter.

Section 6.2: Officers.
The following shall be members of the Board of Directors and shall be the Executive Committee of the Chapter: President, President-Elect, Vice President of Member Engagement, Vice President of Community Leadership, Vice President of Professional Advancement, Vice President of Business Development, Director of Finance, and Secretary/Communications Director.

Section 6.3: Composition of the Board of Directors.
Along with the Officers listed in Section 6.2 of this Article, the Board of Directors shall also include an even number of additional Area Directors and the Immediate Past President. These shall constitute the governing body of the Chapter. Additional Area Directors shall be nominated by the President and elected from among the eligible membership as members of the Board of Directors. The Area Directors shall represent the profession’s Core Leadership Areas (CLAs) and/or identified community needs consistent with Human Resources.

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 and for their complete term of office. (See Sections 6.4, 4.4a and other relevant sections.)

Section 6.5: Election – Term of Office.
The Executive Committee 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 at the beginning of each election year. Each elected Executive Committee member and director shall assume office on January 1 following his or her election and shall hold office for one year or until his or her successor is elected and takes office. Executive Committee members and Directors may not be elected to serve more than two (2) consecutive terms in the same position.

Section 6.6: Vacancies.
Any vacancy in the Board may be filled for the unexpired term by appointment of the President with the consent of the Board of Directors.

Section 6.7: 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 Board of Directors present at any meeting at which there is a quorum, either in person or by any means (e.g. established or emerging technologies) whereby all members can communicate with each other, shall be an act of the Governing Body except to the extent that applicable 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 Director’s Responsibilities.
The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in these Bylaws or other governing instruments of the Chapter. A Professional or General 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 6.9: Removal of Director and Officer.
Any Officer or Director may be removed from office, with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors 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 Secretary/Communications Director and distributed to the Chapter Board. The position descriptions are subject to change as deemed necessary by the President and/or the Chapter Board. (Also see Section 4.1: Qualifications for Membership.) The Board of Directors may require professional certification in a Human Resources discipline to serve in certain board roles as detailed in the position descriptions.

Section 7.1: 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, subject to the ultimate management authority of the Board of Directors. He/she shall maintain liaison with SHRM.

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. He/she shall have such other powers and perform such other liaison duties as the Board or the President may determine. He/she shall coordinate the efforts of the Director of Finance and Secretary/Communications Director. While all Officers and Directors are encouraged to attend the Annual SHRM Leadership Conference, this is particularly important for the President-Elect
in the year before his/her term as President.

Section 7.2a: The Director of Finance.
The Director of Finance shall be responsible for the financial affairs of the Chapter, including all required filings. These responsibilities shall include 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 have such other powers and perform such other duties as the President or President-Elect may determine.

Section 7.2b: The Secretary/Communications Director.
The Secretary/Communications Director shall be responsible for managing the recording of the minutes of all meetings of the Chapter, as well as maintaining dated, signed copies of such minutes. He/she shall also maintain all legal documentation for the chapter. He/she shall have such other powers and perform such other duties as the President or President-Elect may determine.

Section 7.3: The Vice President of Member Development.
The Vice President of Member Development shall serve as chair of the Membership Committee and reports to the President. He/she shall encourage Chapter and SHRM membership growth and shall maintain the official membership roster of the Chapter. The Vice President of Member Engagement shall coordinate the efforts of specified Board members as determined by the President. Among the duties of this core group shall be the responsibility for making all members aware of Chapter meetings, activities related to the Chapter’s newsletter and website, member development workshops/seminars sponsored by the Chapter and membership engagement activities. Additionally, this core group shall develop programming opportunities to advance diversity initiatives and coordinate the Chapter's support to student chapters and student chapter sponsors at local colleges in applying for certification with SHRM and participating SHRM's Student Chapter Merit Award Program. He/she shall have such other powers and perform such other duties as the President may determine.

Section 7.4: The Vice President of Community Leadership.
The Vice President of Community Leadership shall serve as Chair of the Charitable Contributions Committee and reports to the the President. He/she shall develop programs and seek partnerships that advance the profession and increase the Chapter's positive visibility in the community.  He/she shall coordinate the efforts of  specified Board members as determined by the President.  Among the duties of this core group shall be liaison with the community at large as it pertains to the mission and purpose of Richmond SHRM, development of social functions, workshops and/or seminars sponsored by the Chapter as determined by the President and the Board. Responsibilities also include raising the awareness of human resources related legislation and maintaining liaison with civic and political entities for
the purpose of encouraging grassroots activities of membership. He/she shall have such other powers and perform such other duties as the President may determine.

Section 7.5: The Vice President of Professional Advancement.
The Vice President of Professional Advancement coordinates all professional development activities of the Chapter and reports to the President. He/she shall promote professional certification by maintaining a liaison with the Human Resources Certification Institute and organizations that offer SPHR/PHR certification and recertification resources.  He/she shall promote the pursuit of professional certification by assisting Chapter members with HRCI registration and by facilitating the organization of independent study groups. He/she serves as liaison to the Professional Assistance and Career Enhancement (P.A.C.E.) group.  Responsibilities also include organizing professional development opportunities such as mini-workshops and seminars. He/she shall have such other powers as the President may determine.

Section 7.6: The Vice President of Business Development.
The Vice President of Business Development is responsible for all aspects of fund development and related activities to maintain the financial stability for the Chapter and reports to the President. He/she shall oversee the activities of the Business Partnerships Director, and the Senior HR Leaders Council. He/she shall coordinate the efforts of specified Board members as determined by the President. Among the duties of this core group shall be oversight of the Development Steering Committee and the Conference Committee and ongoing management of strategic partnerships.  The Vice President of Business Development shall set and manage performance metrics of all these initiatives and shall manage the Chapter's Sponsorship function. He/she shall have such other powers and perform such duties as the President may determine.

Section 7.7: Core Leadership Area (CLA) Directors.
Other Core Leadership Area Directors shall be proposed to have such powers and perform such liaison duties as the Board or the President may determine. The responsibility of such a CLA Director includes awareness sessions and initiatives in the particular CLA as determined by the Board or the President. Note that such additions to the board may not result in an even number of board members and must be approved in a manner consistent with procedures set forth for the amendment of these Bylaws as stated in Article 12 of these Bylaws. Such additional Core Leadership Area Directors shall have the authority to appoint sub-committees to plan and implement the activities associated with the CLA.

Section 7.8: Immediate Past President.
The Immediate Past President serves as an advisor to the President, and fulfills such duties as requested by the President and/or Board of Directors. These responsibilities shall include liaison with Chapter members and non-affiliated persons who qualify for membership as defined in Article 4-Membership, for the purpose of encouraging volunteerism and the full participation of the diversity represented in the Richmond SHRM membership.

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 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, or his/her designee, will seek interested members to participate in committee activities. Special Committees or task forces may be authorized by the President to meet particular Chapter needs.

Section 8.4: Committee Activity.

Committees are establish to provide the Chapter with special ongoing services, such as Membership, Programs, Professional Development, Communications, Marketing/Public Relations, etc.

ARTICLE 9
Chapter Paid Staff

The Board will hire staff as deemed appropriate.  This staff will be paid employees of the Chapter and are responsible for the general administration of affairs of the Chapter in accordance with these bylaws under the direction of the Executive Committee of the Board. The terms and conditions of their employment will be determined by the Executive Committee of the Board with the approval of the Board of Directors.

ARTICLE 10
Voting

Voting for the election of Board of Directors can be accomplished by any means (e.g. established or emerging technologies) provided the Chapter has had at least one in-person meeting that year. Any action required or permitted by law to be taken at a meeting of the Board of Directors may also be conducted using any means (e.g. established or emerging technologies) whereby all members can communicate with each other All rules and requirements governing an in-person board meeting will apply. All motions, discussions and votes will be recorded for documentation with the minutes. Non-response to the call for a vote will be deemed an abstention. After a motion from the President, or his/her designee, a majority of the quorum will decide the issue.

The Board of Directors too may communicate by any means (e.g. established or emerging technologies) with membership. Matters requiring membership vote may be presented and voted upon after ten days advance notice has been given through appropriate and customary means of the upcoming vote. Members shall be given five calendar days from the date the matter is communicated to reply with a vote. Non-response to a call for a vote shall be deemed an abstention. Other applicable conditions mentioned elsewhere in these Bylaws also apply.

ARTICLE 11
Statement of Ethics

The Chapter adopts SHRM’s Code of Ethical and Professional Standards in Human Resource Management for members of the Chapter in order to promote and maintain the highest standards among our members. Each member shall honor, respect and support the purposes of Richmond SHRM and of SHRM.

* The Chapter shall not be represented as advocating or endorsing an issue unless approved by the Board of Directors.
* No member shall actively solicit business from any other member at Chapter meetings without the approval of the Board of Directors.

ARTICLE 12
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 13
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 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 14
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 a community organization or other charity with purposes consistent with those of the Chapter, as decided upon by the Board of Directors at the time of dissolution.

ARTICLE 15
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 16
Terms Used

As used in these Bylaws, feminine or neuter 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.

Bylaw Amendment History

Amended July 20, 1989.
Amended January 1, 2001.
Amended January 1, 2002.
Amended January 1, 2003.
Amended January 1, 2007.
Amended January 1, 2009.
Amended May 25, 2009; Approved by SHRM May 28. 2009.
Amended June 16, 2010; Approved by SHRM May 12, 2010.

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