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BYLAWS

CENTRAL TEXAS HUMAN RESOURCE MANAGEMENT ASSOCIATION

BY-LAWS

ARTICLE I

NAME

Section 1: The name of this organization shall be the Central Texas Human Resource Management Association (herein referred to as the “Organization” or “Chapter”). To avoid potential confusion, the Chapter will refer to itself as Central Texas Human Resource Management Association (CTHRMA) and not as SHRM or the Society for Human Resource Management.

ARTICLE II

AFFILIATION

Section 1: This organization is and shall be affiliated with the Society for Human Resource Management (herein referred to as “SHRM”).

Section 2: This organization may become affiliated with relevant state or national organizations on a probationary, trial or permanent basis if such affiliation is approved by majority vote at a regularly scheduled meeting.

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 express written consent of SHRM. The Chapter shall not contract in the name of SHRM without the express written consent of SHRM.

ARTICLE III

PURPOSE(S)

Section 1: The purpose(s) of this organization shall be as follows:

A.To promote effective employee/employer relations, equal employment opportunity and a high quality work environment.

B.To increase the knowledge and competence of human resource professionals.

C.To provide a means for the exchange of ideas, knowledge, and solutions to common problems among local human resource professionals and the companies they represent.

Section 2: This chapter is a not-for-profit association that files using the Internal Revenue Service rule 501c3 for professional associations. The Chapter’s year is based on the calendar year.

ARTICLE IV

MEMBERSHIP

Section 1: Membership in this organization is open to any establishment and/or individual in the Greater Central Texas Area which complies with the purpose of the organization in the viewpoint of the Executive Board.

Section 2: Each member organization shall be represented by at least one (1) member of the organization’s human resource staff, preferably the director, manager, or VP of human resources.

Section 3: Each member organization shall have at least one (1) vote in deciding organizational business, but may have as many organizational representatives present as they desire. Student members shall have no vote and may not hold office.

Section 4: Any member organization and/or individual shall be disqualified from membership or suspended from participation in organizational business upon the recommendation of the Executive Board and a majority vote of members present at an organizational meeting.

Section 5: The qualifications for membership in the Chapter shall be as stated below. To achieve the mission of the Chapter there shall be no discrimination in individual memberships because of race, religion, sex, age, national origin, disability, veteran’s status, or any other legally protected class. Each local SHRM member is encouraged to attain membership in the Central Texas Human Resource Management Association as each local member of the Chapter is encouraged to attain membership in SHRM.

A.Regular – confined to those persons engaged in bona fide human resources/human resources-related management and/or industrial relations functions; the faculty member holding an assistant, associate or full professorship in human resources or industrial relations of their socialized phases at an accredited college or university or a current local member of SHRM in good standing throughout the Chapter membership year. Regular members may vote and hold office in the chapter.

B.Student – confined to those persons pursuing careers/studies in human resource management, industrial relations, business administration, and other human resource related career fields through college or specialized training institutions. Student members shall have no vote and may not hold office. The Executive Board shall set dues for student members.

C.Retired – Continued membership is encouraged for those who have been active members prior to retirement. Membership may be retained with full voting rights with dues set at the same level as student members. Retired members may hold or be appointed to any position at the committee or chapter level.

ARTICLE V

DUES

Section 1: Membership dues shall be charged on a calendar year basis to each individual member. The amount of such dues shall be recommended by the Executive Board and approved by a majority vote of the members present at an organization meeting.

Section 2: All dues are payable prior to the end of the first quarter of the year. However, members are encouraged to pay such dues at the earliest possible date.

Section 3: The organization’s Treasurer is responsible for notification to members that dues are payable, collection of such dues, and notification to the Executive Board of delinquent dues.

Section 4: New members joining in the fourth quarter of the calendar year will have the membership carry through to the end of the following calendar year. Members joining in the second and third quarter will need to renew membership at the beginning of the next calendar year.

ARTICLE VI

MEETINGS

Section 1: The organization shall schedule and conduct meetings on a monthly basis, unless otherwise specified and voted upon by majority vote of members present at an organizational meeting.

Section 2: Meetings shall be conducted at a time and place specified by the Executive Board and/or voted upon by the Membership.

Section 3: Members will be notified of the meeting as least one week prior to the meeting date.

Section 4: The number of members present at any meeting shall constitute a quorum.

Section 5: Business matters of the chapter shall be decided by a vote of the members present. The vote may be taken in any manner directed by the President and a majority vote of the members present shall decide an issue.

Section 6: The current edition of Robert’s Rules of Order, Revised shall be the final source of authority in all questions of parliamentary procedure not covered by the By-Laws.

ARTICLE VII

ELECTIONS

Section 1: Chapter officers’ nominations and their election shall occur each August at a regular meeting. .Annually a President-Elect shall be nominated and elected. The President-Elect position upon completion of one year term automatically moves to President, which is a one year term. Upon completion of one year term as President, President moves to Past President, one year term. Secretary and Treasurer shall be elected for two year terms. Nominations for Treasurer shall be made in odd numbered years, nominations for Secretary shall be made in even numbered years. Staggard elections allow for continuity within the board from year to year.

Section 2: A list of nominees for officer shall be prepared in advance by a Nominating Committee comprised of the immediate Past President and no less than three (3) other members of the Chapter for presentation to the President. All candidates for the Officers positions must be Regular or Retired members of the chapter in good standing at the time of nomination or appointment and for their complete term of office.

Section 3: The list of nominees will be prepared and distributed to all voting members present at the August meeting.

Section 4: If no nominations are made from the floor, any member or officer may move that the recommended slate of officers be accepted by acclamation.

Section 5: Each officer shall be elected on the basis of plurality of votes cast for the office.

Section 6: In the event a tie occurs during the election through two or more candidates receiving the same number of votes, successive balloting shall be conducted until one candidate receives a plurality.

Section 7: 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 8: Any elected Officer may resign by notifying the President and/or Executive Board of his/her intention.

Section 9: Per SHRM by-laws, the President must be a current member in good standing of SHRM throughout the duration of his/her office.

Section 10: Any Office that becomes vacant during the year will be filled in the following manner:

A.The President shall nominate the candidate.

B.The remaining officers of the Board will approve the candidate by vote. No general election is required.

ARTICLE VIII

BOARD OF DIRECTORS

Section 1: Power and Duties. The Officers shall manage and control the property, business and affairs of the Chapter and in general exercise all powers of the Chapter. The responsibilities of each member of the Board of Directors shall be as outlined in the position descriptions maintained by the Secretary and distributed to the Chapter Board. The position descriptions are subject to change as deemed necessary by the President and/or the Chapter Board.

Section 2: Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect, Treasurer, and Secretary.

Section 3: Composition of the Board of Directors.Along with the Officers listed in Section 2 of this Article, the Board of Directors shall also include the Past President. These shall constitute the governing body of the Chapter.

Section 4: Quorum. A simple majority of the total Board of Directors present at Board Meeting shall constitute a quorum for the transaction of business.

ARTICLE IX

STATEMENT OF ETHICS

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

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

ARTICLE X

AMENDMENT OF BY-LAWS

Members will be sent any amendments, revisions or additions of the Chapter by-laws by the Chapter President at least two (2) weeks prior to any meeting. The by-laws may be amended by a majority vote of the members present at the meeting at which a quorum of Chapter Officers exists, 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 XI

CHAPTER DISSOLUTION

In the event of the chapter’s dissolution, the remaining monies in the Treasury, after chapter expenses have been paid, will be contributed to an organization decided upon by the Board of Directors at the time of dissolution (e.g. the SHRM Foundation, a local student chapter, the State Council, an HR degree program, or other such organization or charity with purposes consistent with those of the Chapter).

ARTICLE XII

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.



    





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