BYLAWS OF HUMAN RESOURCE ASSOCIATION OF THE MIDLANDS (HRAM)
ARTICLE I – Name and Affiliation
Section 1. The name of the Chapter is the Human Resource Association of the Midlands (“HRAM”), hereinafter referred to as the “Chapter”.
Section 2. The Chapter is affiliated with the Society for Human Resource Management, hereinafter referred to as “SHRM”.
Section 3. The Chapter is a separate legal entity from SHRM. It shall not be deemed to be an agency or instrumentality of the Chapter. The Chapter shall not hold itself out to be the public as an agent of SHRM without express written consent of SHRM. The Chapter shall not contract in the name of SHRM without the express written consent of SHRM.
ARTICLE II – Membership
Section 1. Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in Sections 2-7 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 or handicap. Memberships are individual and are not transferable to other individuals.
Section 2. Regular Members. Membership shall be limited to those individuals who are (1) A practitioner in any of the various functional areas within HR management, including but not limited to, compensation, benefits, employment, employee or organizational development, employee relations and management practices, workers’ compensation, human resource information systems, safety, and employee assistance programs (EAP), but not including those exclusively providing administrative services to these functional areas: or (2) as a university or college faculty member responsible for instructing students in HR management or serving as advisor to a Student SHRM Chapter, or (3) the applicant is a Professional or General Member of SHRM. Membership Exclusions in Section 7 shall apply.
Section 3. Associate Members. Individuals in nonexempt human resource management positions as well as those who do not meet any of the regular membership categories but have a bona fide interest in human resource management based on the following parameters: (1) the applicant must spend at least fifty percent (50%) of the job performing an HR function, or have done so within the past six months; or (2) the applicant is an Associate Member of SHRM. Associate members may not hold office in HRAM. Membership Exclusions in Section 7 shall apply.
Section 4. Student Members. Any member of a SHRM student chapter is eligible. Full-time students with an emphasis in human resources at colleges without a SHRM student chapter may be considered. Membership dues for SHRM student chapter members are the same as for Regular or Associate memberships. Membership Exclusions in Section 7 shall apply.
Section 5. Retiree Members. Individuals who are current members and who are retiring from active, full-time employment based on the following parameters: (1) the individual belonged to HRAM for the previous five years; and (2) the individual is not excluded under the membership exclusions listed in Section 7.
Section 6. Lifetime Members. Past Presidents of the Chapter become Lifetime members upon completion of their term(s). Upon application, a Lifetime member shall have the privileges of a Regular membership. Dues will be waived but the member will need to pay for costs associated with attending meetings, etc.
Section 7. Membership Exclusions. Applicants who are engaged in the following categories of employment, shall not be eligible for membership or continued membership in HRAM unless the applicant is a Professional, General or Associate member of SHRM: (1) Manager (Branch, Regional or District level) or Owner of executive search firms, temporary or permanent employment agencies; (2) Manager (Branch, Regional or District level) or Owner of vendors to the HR field; or (3) Manager (Branch, Regional or District level) or Owner or Partner of organizations providing consultative services in employment law, compensation, benefits, outplacement, employee assistance, training and other areas commonly considered to be within HR management.
Section 8. Application for Membership. Application for membership shall be on the Chapter application form. All applications shall be reviewed by the Chapter Manager. In cases where applicants’ qualifications are in question, the Chair(s) of the Directory and Membership committee will function as approving agency. New members shall be afforded full membership rights from the date of application approval by the Chapter Manager.
Section 9. Dues. Annual membership dues shall be established for the next year by the Board of Directors prior to the mailing of renewal notices.
ARTICLE III. – Meetings of Members
Section 1. Regular Meetings. Regular meetings of the members shall be held 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 October or at such other time as determined by the Board of Directors.
Section 3. Notice of Meetings. Notice of the place, date and time of all special and annual meetings shall be given to all members at least 10 days prior to the meetings. Notice of regular meetings shall be given to all members at least 10 days prior to the meeting.
Section 4. 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 at least seven persons. The following shall be members of the Board of Directors and be officers of the Chapter: President, 1st Vice President, 2nd Vice President, 3rd Vice President, Treasurer, Secretary and Past President. Additional members shall be elected from among the eligible membership as members of the Board of Directors.
Section 2. Qualification. All candidates for the Board of Directors must be Regular members of the Chapter and Professional members of SHRM in good standing at the time of nomination or appointment. PHR/SPHR Certification is required for all Officers. If an incoming Officer is not certified at the time of nomination or appointment, the member must obtain such certification by the end of their first year appointed. 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 3. Election-Term of Office. Directors shall be elected by the members at the annual meeting of the membership from the proposed slate nominated by the Board of Directors at the beginning of each election year. Each elected Director 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. A Director may succeed himself/herself no more than once.
Section 4. Vacancies. Any vacancy in the Board may be filled for the unexpired term by the President with consent of 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 Articles of Incorporation or Bylaws. A Regular member in good standing may request the President to place on the agenda of the next regular meeting any action taken by the Board of Directors.
Section 7. Removal of Director or Officer. Any Director or Officer may be removed from office, with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at 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 with SHRM.
Section 2. The 1st Vice President. The 1st Vice President, 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 serve as Vice President to the committees identified by the Board. He/she shall have the authority to appoint Chair(s) to plan and implement the activities associated with these committees.
Section 3. The 2nd and 3rd Vice Presidents. The 2nd and 3rd Vice Presidents shall serve as Vice President to the committees identified by the Board. He/she shall have the authority to appoint Chair(s) to plan and implement the activities associated with these committees. He/she shall have such other powers and perform such other duties as the President may determine.
Section 4. 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 also perform such other duties as the President may determine.
Section 5. 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. He/she shall have such other powers and perform such other duties as the President may determine.
Section 6. The Past-President. The Past-President shall be responsible for advising the President, other officers and Board of Directors regarding past practices, and general operations. He/she shall serve as the Chair for the Advisory Council. He/she shall have such other powers and perform such other duties as the President may determine.
ARTICLE VI – Committees
Section 1. Committee Organization. Appointments of Chairpersons to committees are the responsibility of the President and the corresponding Vice Presidents. The Chairperson, the President and the corresponding Vice President will seek interested members to participate in committee activities. Sitting committees and special committees or task forces may be created by the Board and 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, Professional 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 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).
ARTICLE VIII – Statement of Ethics
The Chapter adopts SHRM’s Code of Ethical Standards for the HR Profession for members of the Chapter 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 another member at Chapter meetings or through the use of information provided to him/her as member of the Chapter without approval from the Board of Directors.
ARTICLE IX – Amendment of Constitution and Bylaws
A copy of all amended Bylaws shall be forwarded to SHRM before amendment.
The Bylaws may be amended by a lessor of and 2/3 votes cast by the members present at any meeting at which a quorum exists or a majority of the voting power; and in which required notice has been met provided such proposed amendment has been reviewed by SHRM; and is not in conflict with SHRM's Bylaws.
ARTICLE X – Indemnification
Section 1. Scope of Indemnification. To the extent permitted under Nebraska law, as amended from time to time, the Chapter shall indemnify against liability incurred by any individual (or his or her personal representative or estate) as a result of his or her being made, or threatened to be made, a named defendant or respondent in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and formal or informal, because the individual is or was a Director, Officer, employee or agent of the Chapter or, while a Director of the Chapter, is or was serving at the Chapter’s request as a Director, Officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, so long as the individual (i) conducted himself or herself in good faith, (ii) reasonably believed, in the case of conduct in his or her official capacity with the Chapter, that his or her conduct was in its best interests, and in all other cases, that his or her conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The indemnification provided shall include payment of all judgments, settlements, penalties, fines (including excise taxes assessed with respect to an employee benefit plan) and reasonable attorneys fees incurred in the action, suit or proceeding.
Section 2. Insurance. To the extent permitted by law, the Chapter shall have the authority to purchase and maintain insurance on behalf of any person who is or was a director, officer, other employee or agent of the Chapter against any liability asserted against him or her and incurred by him or her in such capacity or arising out of his or her status as such, whether or not the Chapter would have the power to indemnify him or her against such liability.
ARTICLE XI – 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 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 ot 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.
These Bylaws were approved by two-thirds vote of a quorum of members at the January 2007 meeting, and replace and supersede all prior Bylaws.
