About Us > Bylaws
Download the bylaws in PDF form
Human Resource Professionals of Minnesota
Mission and Purpose of the Organization
The mission of Human Resource Professionals of Minnesota (HRP-MN) a non-profit organization, herein referred to as the Chapter, shall be to provide a forum for human resource professionals seeking to enhance their professional and personal development
This will be accomplished through programs, networks, and support services that empower our members to make meaningful contributions to the complex and dynamic world of Human Resources.
Specifically, we will:
- Provide to our membership increased awareness of current trends and socioeconomic issues impacting the human resources profession. This will be a primary focus of the monthly meetings of the membership, the monthly newsletter and scheduled development seminars.
- Provide for and encourage the mutual exchange of ideas and sharing of common interests through member networking at monthly meetings and planned networking events.
- Strive to create an environment that will promote teamwork, good communications, and member growth and provide recognition for contributions made to both business and the community.
Support selected charitable organizations and philanthropic projects that are consistent with the goals of the chapter. This may be done through monetary or in-kind contributions or through informing the membership of volunteer opportunities.
Statement of Professional Ethics
Members of Human Resource Professionals of Minnesota must adhere to the following standards of conduct:
- To uphold the mission and purpose of the organization as stated above.
- To respect the personal and professional dignity of other members of the organization and to act in a manner that reflects the highest standards of the human resource profession.
- Not to use the organization for direct solicitation of business other than through member advertising in the monthly newsletter.
HRP-MN defines diversity as all the differences and similarities among us that affect how we live and work together including race, ethnicity, primary language, age, size, gender, gender identity, physical ability, sexual orientation, tenure, and spiritual belief. HRP-MN is committed to fostering an inclusive environment that acknowledges and values the diverse talents and experiences of our members, guests, sponsors, vendors, and presenters who contribute to our organization. We strive to demonstrate this commitment by promoting awareness and understanding of diversity in our actions, communications, resources, and professional development programs.
We consider our focus on recognizing and appreciating the individuality of all our constituents to be an advantage in achieving our mission and goals. We understand that valuing diversity makes us a stronger organization of HR professionals. It helps us understand our workplaces and how we can do a better job of serving our employees, customers, and communities.
Section 1 - Principal Office - The principal office of the chapter shall be located in the State of Minnesota. The chapter may have such other offices, either within or without the State of Minnesota, as the Board of Directors may determine or as the affairs of the chapter may require from time to time.
Section 1.1: Name - The name of the Chapter is Human Resource Professionals of Minnesota (herein referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as Human Resource Professional of MN (HRP-MN) 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 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.
Section 2 - Registered Office - The Chapter shall have and continuously maintain in the State of Minnesota a registered office, as required by the Minnesota Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Minnesota, and the address of the registered office may be changed from time to time by the Board of Directors.
Section 1 - Eligibility - Membership shall be open to individuals or organizations who meet the criteria set forth below as designated in Sections II.2 – 7 for a particular class of membership in the chapter. Membership shall be available without regard to race, color, religion, sex, national origin, age, disability, sexual orientation, veteran’s status or any other protected class.
Section 2 - Regular Membership - A voting regular membership is available to individuals who meet the following criteria:
(a) Have at least two (2) years of professional human resource experience; that is, having major
responsibility for a professional area of human resource management; and
(b) Are employed in the human resource management profession, or a related profession (e.g., regulatory
agency, professional attorney engaged in related legal activities, primary occupation as teacher or
professor of human resource management, vocational counselor); or are employed as a consultant in
the human resource field; or
(c) Are employed as the senior Twin Cities' manager or owner of an HR related service such as temporary
service or permanent placement or recruitment advertising company. Membership for such senior
managers of these services shall be limited to 10% of the total regular membership.
In the event a regular member is unable to attend a meeting of the members, alternates may not be sent in substitution. The foregoing provision shall not prevent a non-member designated to act for a member pursuant to a validly executed proxy pursuant to Section 11 of Article III from attending a meeting of members.
When a regular member changes positions or responsibilities or terminates employment, and is no longer directly involved in the field of human resources for more than one year, that member may become an associate member if appropriate qualifications are met, or must resign from the chapter when his or her membership expires for that year.
Section 3 - Associate Membership - A non-voting associate membership is available to individuals who meet one (1) of the following criteria:
(a) Past regular members no longer eligible for regular membership; that is, regular members who change positions or responsibilities and have no direct or indirect HR responsibilities for one year or more or terminate employment, and are no longer involved in the human resource profession for more than on year but who continue to actively support the chapter’s purposes as set forth in the Articles of Incorporation.
(b) Individuals currently employed in the human resource management profession or a related field but who lack two (2) years of professional experience.
(c) Para-professional staff who support the human resources field.
(d) Individuals having a bachelors (4 year college degree) or advanced degree in the human resources field but who lack two (2) years of professional experience.
Section 4 – Student Membership - A non-voting student membership is available to individuals meeting the following criteria:
(a) The applicant must be (I) currently enrolled at least half time in an undergraduate or graduate program; (ii) area of concentration must be directly related to human resources; (iii) membership as a student is limited to four (4) years.
Section 5 - Life Membership - A non-voting life membership is available to past regular members who take bona fide retirement and who have been regular members for a minimum of five (5) years. Designation of these members needs to be appointed by the Board of Directors.
Section 6 - Corporate Membership - Corporate membership has one regular membership with voting rights while additional members who qualify under the membership plan are designated as Associate Members with no voting rights. Corporate membership is available to organizations interested in supporting the chapter’s goals and activities.
Section 7 - Honorary Membership - A non-voting honorary membership is available to individuals who are currently not members of the chapter and have made a significant contribution to the human resources profession as determined and voted on by the Executive Board.
Section 8 - Approval of Members - A person or organization that qualifies under the criteria set forth in Sections 2 through 7 of this Article II for a class of membership may apply for membership by submitting an application to such officer as the Board of Directors may designate by resolution. Applications shall be considered, and shall be accepted or rejected, in accordance with such procedures as shall be determined by resolution of the Board of Directors.
Section 9 - Voting Rights - Each regular member shall be entitled to one vote on each matter submitted to a vote of the members. No other member shall have any voting rights.
Section 10 - Termination of Membership - The Board of Directors, or a committee of the Board of Directors duly appointed in accordance with Section 1 of Article VI hereof, by affirmative vote of a majority of the Board of Directors or said committee, as applicable, may suspend, expel or terminate a member for cause after an appropriate hearing. Notice shall be in writing and sent not less than fifteen (15) days prior to the proposed suspension, expulsion and termination and shall state the reason for the proposed action. The member shall have an opportunity to be heard, either orally or in writing, not less than five (5) days before the effective date of the proposed action by the Board of Directors or such committee of the Board of Directors. The Board of Directors or such committee may, by a majority vote, terminate the membership of any member who becomes ineligible for membership, and has not resigned in accordance with these bylaws. The expulsion, suspension, or termination of a member does not relieve a member from obligations the member may have for dues, assessments or other charges theretofore accrued and unpaid.
Section 11 - Resignation - Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 12 - Reinstatement - Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of a majority of the members of the board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 13 - Transfer of Membership - Membership in this chapter is not transferable or assignable.
Meetings of Members
Section 1 - Annual Meeting; Other Meetings - An annual meeting of the members will be held in January of each year and shall be held at such time and place as may be determined by resolution adopted by the majority vote of the Board of Directors, for the purpose of electing directors and officers and for the transaction of such other business as may come before the meeting. At such meeting, the President and Vice President-Finance shall report on the activities and financial condition of the chapter. Other meetings of the members, not for the purpose of electing directors or officers, may be held from time to time in accordance with resolutions adopted by the Board of Directors.
Section 2 - Special Meetings - Special meetings of the members may be called by the President or the Board of Directors. Special meetings of the members may be called if at least fifty (50) members with voting rights or ten percent (10%) of the members with voting rights, whichever is less, sign, date and deliver to the President or the Vice President-Finance one or more written demands for the meeting describing the purpose for which it is to be held. Within thirty (30) days after the receipt of said demand, the board shall cause a special meeting to be called and held on notice no later than ninety (90) days after receipt of the demand at the expense of the chapter. If the board fails to cause a special meeting to be called and held as required, a voting member making the demand may call the meeting by giving notice under Section 5 of this Article III at the expense of the chapter.
Section 3 - Place of Meeting - Meetings of the members may be held at any place, either within or without the State of Minnesota, designated by the Board of Directors or the President; but if no designation is made, or if an annual or a special meeting is demanded by the members with voting rights, the meeting must be held in the State where the chapter’s registered office is located.
Section 4 - Notice of Meetings - Written or printed notice stating the place, day and hour of any meeting of members, and any other information required by law or these bylaws, shall be delivered, either personally, by mail or electronically, to each member entitled to vote at such meeting as of the record date determined by law, not less than three (3) nor more than thirty (30) days before the date of such meeting (unless another notice period is regulated by law or these bylaws), by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. If proxies are permitted at the meeting, the notice must so inform members and state the procedure for appointing proxies. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. The business transacted at a special meeting is limited to the purposes stated within the notice of the meeting. Business transacted at a special meeting that is not included in those stated purposes is voidable by or on behalf of the chapter, unless all of the members with voting rights have waived notice of the meeting in accordance with law. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the chapter, with postage thereon prepaid.
Section 5 - Record Date - The Board of Directors may fix a date not more than sixty (60) days before the date of a meeting of members as the date for the determination of the members entitled to notice of and entitled to vote at the meeting. Where a date is so fixed, only voting members on that date are entitled to notice of and permitted to vote at that meeting of members.
Section 6 - Members List - After fixing a record date for notice of and voting at a meeting, the chapter shall prepare a list of the names of its members who are entitled to notice and to vote. The list must show the address, membership type and number of votes each member is entitled to vote at the meeting. The list must be made available for inspection by such persons and at such times as required by law.
Section 7 - Written Action by Members - Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Section 8 - Manner of Acting - If a quorum is present, or if a quorum has been present at a meeting, the affirmative vote of a majority of the members with voting rights present and entitled to vote, which must also be a majority of the required quorum, is the act of the members.
Section 9 - Quorum - The members holding twenty percent (20%) of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 10 - Proxies - At any meeting of members, a member entitled to vote may vote or otherwise act by proxy executed in writing, in accordance with law, by the member or by his or her duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Section 11 - Action by Written Ballot - Where directors or officers are to be elected by members or any class or classes of members, such election may be conducted by mail in such manner as the Board of Directors shall determine by resolution and in accordance with law.
Board of Directors - The chapter requires all Officers to be current members in good standing with SHRM throughout the duration of his/her term. The Board of Directors consists of the officers and Vice Presidents as defined below:
Section 1 - Officers -The Officers of the Chapter shall be a President, one or more Vice Presidents (the number, designation and functions thereof to be determined by the Board of Directors), a Secretary, a Vice President- Finance (the Chief Financial Officer of the chapter) and such other officers as may be elected in accordance with the provisions of this Article IV. The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2 - Election and Term of Office - The officers of the chapter shall be elected by at least two-thirds of those responding to a ballot within a two week period following an announcement of the ballot to the voting membership at the annual meeting of the members, or by written ballot in accordance with these bylaws and law. New offices may be created by resolution of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until his or her earlier death, resignation, disqualification or removal. To be eligible for an elected office, the member must be a voting member of the chapter.
Section 3 - 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.
Section 4 - Vacancies - A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5 - President - The President shall be the Chief Executive Officer of the Chapter and shall in general supervise and control all of the business and affairs of the chapter. He or she shall preside at all meetings of the members and of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the chapter authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the chapter; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. 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 - President Elect - In the absence of the President or in event of his or her inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. After the expiration of the term of the President, the President-Elect shall then become the President for the next succeeding term.
Section 7 - Past President - In the absence of both the President and the President-Elect or in event of their inability or refusal to act, the immediate Past-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. If the immediate Past President is absence, unavailable or refusal, the immediate predecessor (s) shall assume the duties of the president. The past president predecessor will follow the reverse chronological order as determined by the records of the Chapter.
Section 8 - Vice President Finance - The Vice President Finance shall act as the Treasurer of the chapter. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the chapter; receive and give receipts for moneys due and payable to the chapter from any source whatsoever, and deposit all such moneys in the name of the chapter in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws; and in general perform all the duties incident to the office and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 9 - Secretary - The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address of each member which shall be furnished to the Secretary and such other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 10 – Other Vice Presidents/Core Leadership Area (CLA) Directors - As designated by the Board of Directors other Vice President positions may be created to fill certain needs. Nominees of these positions are subject to general election by the membership. Core Leadership Area Directors shall have such powers and perform such liaison duties as the Board or the President may determine. The responsibility includes awareness sessions and initiatives in the particular CLA 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 CLA for the year. The chapter requires each CLA Director to be a current member in good standing of SHRM throughout the duration of his/her term of office.)
Section 1 - General Powers - The affairs of the chapter shall be managed by its Board of Directors. Directors need not be residents of the State of Minnesota but shall be members of the chapter.
Section 2 - Number, Tenure, and Qualifications - The number of directors shall be as designated in resolutions adopted by the Board of Directors, except that such number shall not be less than three (3). Each director shall hold office for a period of one (1) year and until his or her successor, if any, shall have been elected and qualified, or until the earlier death, resignation, removal or disqualification of the director.
Section 3 - Meetings - Meetings of the Board of Directors shall be held on such date, and at such time and place, either within or without the State of Minnesota, as may be determined by resolution of the Board of Directors, without other notice than such resolution. No annual meeting of the Board of Directors need be held. If the Board of Directors fails to select a place for a meeting, the meeting shall be held at the registered office of the chapter. A meeting of the Board of Directors may be called by any director by giving five (5) days’ notice to all directors of the date, time, and place of the meeting.
Section 4 - Electronic Communications - A conference among Directors by a means of communication through which the Directors may simultaneously hear each other during the conference is a board meeting, if the same notice is given of the conference as would be required for a meeting, and if the number of Directors participating in the conference is a quorum. Participation in a meeting by this means is personal presence at the meeting. A Director may participate in a board meeting by any means of communication through which the director, other directors participating, and all directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by this means is personal presence at the meeting.
Section 5 – Notice - Notice of any meeting of the Board of Directors shall be given at least five (5) days, but not more than thirty (30) days previous thereto by written notice delivered personally or sent by mail or telegram to each director at his or her address as shown by the records of the chapter, unless a greater notice period is required by law, the articles or these bylaws. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, such objection is made at the beginning of the meeting, and the director does not participate in the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
Section 6 - Quorum - A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less than a majority of the directors currently holding office are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum is present.
Section 7 - Manner of Acting - The act of seventy-five percent (75%) or more of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 8 – Vacancies - Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the remaining members of the Board of Directors, through less than a quorum. A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office.
Section 9 - Removal - A director may be removed at any time, with or without cause, by the affirmative vote of a majority of the members present and entitled to vote at a meeting of the members. A director may be removed at any time, with or without cause, if the director was named by the board to fill a vacancy, the members entitled to vote have not elected directors in the interval between the time of the appointment to fill the vacancy and the time of the removal, and a majority of the remaining directors present affirmatively vote to remove the director.
Section 10 - Compensation - Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors occasional unusual expenses of attendance, if any, may be allowed for attendance at meetings of the board; but nothing herein contained shall be construed to preclude any director from serving the chapter in any other capacity and receiving compensation therefore.
Section 11 - Written Action by Directors - Unless otherwise provided in the Articles of Incorporation 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 a consent in writing, setting forth the action so taken, shall be signed by all of the directors.
Section 1 - Committees - The Board of Directors may by resolution designate and appoint one or more committees to the extent provided in said resolution, shall have and exercise the authority as delegated by the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him or her by law.
Section 2 – Committee Members - Other committees not having and exercising the authority of the Board of Directors in the management of the chapter may be designated by a resolution of the Board of Directors. Except, as otherwise provided in such resolution, members of each such committee shall be members of the chapter. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the chapter shall be served by such removal.
Section 3 - Term of Office - Each member of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4 - Chairperson - One member of each committee shall be appointed chairperson by the Board of Directors authorized to appoint the members thereof.
Section 5 - Vacancies - Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6 - Quorum - Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7 - Rules - Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
Contracts, Checks, Deposits, and Funds
Section 1 - Contracts - The officers of the chapter may enter into contracts to execute and deliver any instrument in the name of and on behalf of the chapter, and such authority may be general or confined to specific instances. In addition, the Board of Directors may authorize any officer or officers or agent to enter into a contract on behalf of the chapter and such authority may be general or specific.
Section 2 - Checks, Drafts, etc. - All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the chapter, shall be signed by such officer or officers, agent or agents of the chapter and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Vice President Finance and countersigned by the President or another Vice President of the chapter.
Section 3 - Deposits - All funds of the chapter shall be deposited from time to time to the credit of the chapter in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4 - Gifts - The Board of Directors may accept on behalf of the chapter any contribution, gift, bequest or devise for the general purposes or for any special purpose of the chapter.
Books and Records
The chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings or its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the chapter may be inspected by any member, or his or her agent or attorney for any proper purpose at any reasonable time.
The fiscal year of the chapter shall begin on the first day of January of each year and end on the last day of December in the same year.
Section 1 - Annual Dues - The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the chapter by members of each class of membership. In determining the amount of such dues, the Board of Directors may establish different amounts of dues for different classes of membership and for different groups of members within the same class of membership. The amount of annual dues are payable for a 12 month period.
Section 2 - Payment of Dues - Dues shall be payable in accordance with resolutions adopted by the Board of Directors.
Section 3 - Default and Termination of Membership - When any member of any class shall be in default in the payment of dues for a period of thirty (30) days from the beginning of their membership year or period for which such dues became payable, the member shall be notified of the delinquency. If such member has not paid such dues within thirty (30) days of the date such notice was sent, his or her membership shall thereupon be terminated without further action.
This chapter shall have no corporate seal.
Waiver of Notice
Whenever any notice is required to be given under the provision of the Minnesota Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the bylaws of the chapter, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice
Amendments to Bylaws
Section 1 - Amendment by Board - Subject to the power of the members with voting rights, as set forth in Section 2 of this Article XIII, to adopt, amend or repeal by laws adopted, amended or repealed by the Board of Directors, these bylaws may be amended or repealed, or new bylaws adopted, by seventy-five percent (75%) or more of the directors present at any meeting of the Board of Directors, if at least five (5) days written notice is given of intention to amend or repeal or to adopt new bylaws at such meeting and such notice sets forth the substance of any proposed amendment or new by laws. After the adoption of the initial bylaws, the Board of Directors may not adopt, amend or repeal a by law fixing a quorum for meeting of members, prescribing procedures for removing directors or filling vacancies in the board, or fixing the number of directors or their classifications, qualifications or terms of office, but may adopt or amend a by law to increase the number of directors.
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.
Section 2 - Amendment by Members - If at least fifty (50) members with voting rights or ten percent (10%) of the members with voting rights, whichever is less, propose a resolution for action by the members to adopt, amend or repeal by laws adopted, amended or repealed by the Board of Directors and the resolution set forth the provisions proposed for adoption, amendment or repeal, these by laws may be amended or repealed, or new by laws adopted but must first be presented to the Board for a hearing and then a board vote. If approved the issue will be put to a membership vote, by a majority of votes cast by the members with voting rights, if at least five (5) days written notice is given of the intention to amend or repeal these by laws, or adopt new by laws. Such majority approve may take place at any general meeting, or via written or electronic approval provided, such notice sets forth the substance of the proposed amendment or new by laws.
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 1 - 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.