By-Laws of PHRA, Inc.
A NON-PROFIT CORPORATION
Accepted by
Board of Directors
July, 2003
Effective August 1, 2004
TABLE OF CONTENTS
ARTICLE I. NAME
1.1 The name of the organization shall be the Panhandle Human Resources Association, Inc., a non-profit corporation.
1.2 National Affiliation. The “Chapter” is affiliated with the Society for Human Resource Management (SHRM).
ARTICLE II. NONPROFIT CORPORATION
2.1
The purpose of the Chapter shall be as follows:
a. To promote the highest standards of performance in all phases of human resources.
b. To provide high quality meetings, opportunities for conferences, cooperative research and exchange of information, knowledge and experience among members.
c. This Chapter is not organized for profit or to engage in any activity normally carried on for profit and will operate within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1954.
ARTICLE III. MEMBERSHIP
3.1 Memberships are individual and not transferable to other individuals.
3.2 Regular Members. Membership shall be confined to those persons who demonstrate a bona fide interest in the filed of Human Resource Management through current, past or anticipated employment in a human resource capacity, and faculty members holding an assistant, associate or full professor rank in human resources, or its specializations, at an accredited college or university. The rights and privileges of regular membership include the right to vote and hold elected office.
3.3 “SHRM” Members. Regular members who are also members of the National SHRM organization.
3.4 Student Members. Shall include individuals who are actively enrolled in human resource degree programs at the college or university level. Student Members shall have no vote and may not hold elected office. Dues for Student Members shall be set by the Board of Directors.
3.5 Honorary Life Members. To be considered for Honorary Life Membership, members must have either held elected or appointed office, or have made an extraordinary contribution to the Chapter’s operations. This is at the discretion of the Board of Directors. Honorary Life Members shall be entitled to Regular Membership without payment of dues.
3.6 Application for Membership. Application for membership shall be made in writing on a form provided by the Chapter.
a. Membership Approval. All applications must be approved by the V.P. or Membership Chairman.
3.7 Termination of Membership. Membership in the Chapter may be terminated for good cause by a two-thirds vote of the Board of Directors. If membership is terminated for good cause, the member shall not be entitled to a refund of Chapter dues.
3.8 Annual Dues. Annual dues shall become payable on January 1 of each year. The amount of dues shall be determined by the Board of Directors. Dues are non-refundable.
3.9 Member Guests. Individuals may attend Chapter meetings as guests, but are only welcome up to the point where non-member status is considered to be excessive.
3.10 Standards of Membership are as follows:
a. Membership in PHRA is solely for the purposes stated in Article II.
b. No Chapter member may engage in solicitations of products or services to other members without prior approval from the Board of Directors.
c. As a condition of membership, members agree to support and abide by the SHRM Code of Ethics.
d. Failure to abide by these standards may result in termination of membership – as stated in Article III, Section 3.7.
e. Membership is not considered to be current until Chapter dues are paid in full.
ARTICLE IV. MEETINGS
4.1 Regular Meetings. Regular meetings shall be held at such times and places as determined by the Board of Directors.
4.2 Notice of Meetings. A notice of all meetings shall be provided to all members at least 5 days prior to the scheduled meeting, in writing or by e-mail or in any other way reasonably calculated to give actual notice.
ARTICLE V. ELECTIONS AND BALLOTING
5.1 Nominations Committee. The President shall form a Nominations Committee of sufficient size and diversity to conduct the nomination and election process in a fair, equitable and professional manner. The nominating committee shall approve a slate for officers and directors for the coming year in June, to be approved by the Board of Directors in August, and presented to members for election at the September meeting.
5.2 Qualification for Office. All candidates for the office of President must be a member in good standing in PHRA; and have served a minimum of two years as a member of the Board of Directors immediately contiguous to the election, unless the Board votes to waive this requirement. Candidates for all other elected offices to the Board of Directors must be qualified Regular Members in good standing at the time of nomination or appointment and meet the following criteria:
a. Completed two consecutive years of Chapter membership immediately contiguous to the election.
b. Achieved a demonstrated commitment to Chapter activities.
c. Prepared to contribute time and talent to Board Officer assignments.
5.3 Balloting. Election of Officers and Directors shall be conducted by ballot in accordance with the outlined procedures:
a. The call for Officer and Director candidate nominations will be announced every year in the month of May.
b. The nomination submission deadline shall be established as the end of May.
c. The Nominating Committee will receive, screen and forward qualified candidate nominations to the President for Board approval by no later than July.
d. The President will present Board approved nominations to the membership during the month of September for election.
5.4 Elections.
a. Officers. The following positions will stand for elected office:
President
Vice President
Secretary
Treasurer
i. Quorum. Regular Members holding 10% of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. The vote of the majority of the Regular Members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter.
ii. Voting. Each Regular Member of the Chapter shall have the right to cast one vote on each matter brought before the membership for a vote. No other class of members shall have the right to a vote. All votes shall be determined by the President or by any person designated to so act by the President.
iii. Proxies. A Regular Member may vote at a meeting by authorizing the President, or any other person designed by the Board of Directors to act for him or her by proxy, as hereinafter provided. Such proxy shall be in writing in a form provided by the President and approved by the Board of Directors, shall recite the names of the nominees for director or officer, or the text of the resolutions or amendments to these by-laws to be considered by the meeting to which it shall relate, and shall indicate how the member so voting authorizes the person, acting for him or her by proxy, to vote for directors and officers, and whether the member so voting authorizes the person, acting for him or her by proxy, to vote in favor or against each such resolutions or amendments, or to abstain in regard to any such votes. Such proxy may be revoked at any time prior to its being exercised by the member issuing it. Such proxy shall only relate to a specific meeting or specific special meeting of the Chapter, and shall terminate at the conclusion of such meeting or at the conclusion of the adjourned meeting thereof.
iv. Composition of Nominating Committee. The Nominating Committee shall be composed of no less than 3 Regular Members selected by the Board of Directors.
v. Nomination of Candidates. The Nominating Committee shall nominate and certify to the Board of Directors the name of a candidate for each of the officers and directors to be elected, not later than the July regular meeting of the Board of Directors. Each candidate must have the qualifications required by these by-laws.
vi. Selection of Slate. The Board of Directors shall select a slate of candidates for election from the nominations made by the Nominating Committee not later than the July regular meeting of the Board of Directors.
vii. Elections. The slate of candidates shall be presented to the membership at the annual meeting of the membership held in August. A majority of votes case shall be required for election. Elected officers and directors will assume duties on January 1 after elected and hold office for one year or until his/her successor is elected and takes office.
b. Votes required. Each officer shall be elected on the basis of a majority of the votes cast for that office.
c. Tie Votes. In the event of a tie during the election of two or more candidates for the same office, successive balloting shall be conducted until one candidate receives a majority.
ARTICLE VI. BOARD OF DIRECTORS
6.1
Number. Composition of the Board of Directors is subject to change and currently consists of seven (7) members, composed of the following officers and at-large members or committee chairs:
President
Vice President
Secretary
Treasurer
Immediate Past President
2 At-Large Members
6.2 Term of Office. All officers shall assume office January 1 and shall not hold office for more than one (1) consecutive one (1) year term, unless otherwise waived by the Board of Directors. A Director may succeed himself/herself no more than once.
6.3 Vacancies. Any vacancy on the Board of Directors shall be filled for the un-expired term by an appointee approved by a majority of the Board.
6.4 Quorum. A majority of the Board shall constitute a quorum for the transaction of Board business.
6.5 Meetings. The Board will meet before each scheduled regular monthly meeting of the membership.
6.6 Remuneration. Members of the Board of Directors shall not receive a salary. Compensation for expenses incurred in the course of approved Chapter business will be provided.
6.7 Removal. Officers shall be subject to removal from office for good cause by unanimous vote of the remaining Board members.
ARTICLE VII. STANDING COMMITTEES
7.1 Those activities that constitute Chapter business and which are not coordinated by Chapter Officers shall be entrusted to Standing Committees under the supervision of the Board. The President, with approval of the Board, shall designate such committees and their leadership as deemed necessary.
7.2 The Standing Committees are as follows, together with any other that the Board may hereafter create:
a. Diversity – Arranges programs to educate and inform members about the goals and achievements in matters of diversity.
b. Legal and Legislative Affairs – Shall inform the membership of relevant developments in state and federal laws, rules and regulations affecting human resources, and involve Chapter members in support of such activities; and to address any legal issues which may occur in the course of the Chapter’s business.
c. Professional Development – Works with Board to schedule and/or deliver programs that enable members to further their professional and personal HR career growth.
d. SHRM Foundation – Provides information regarding Foundation events, fund raising campaigns and support programs. Encourages member donations to ensure Chapter support of Foundation growth.
e. Membership - Shall encourage membership growth and shall maintain the official membership roster of the Chapter.
ARTICLE VIII. DUTIES AND RESPONSIBILITIES
8.1
a. The President. The President shall preside at Chapter and Board meetings and shall have charge and supervision of the affairs and business of the Chapter and may commit expenditures up to a maximum of $500 without receiving Board approval.
b. Immediate Past President Shall provide general assistance to the President. Should the Past President resign from the Board, all responsibilities and rights afforded to a Board member will be relinquished. The Past President may not, thereafter, rejoin the Board in the capacity of Past President.
c. The Vice-President. The 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 of Directors or the President may determine. The Vice President shall be the President-elect and shall spend the year shadowing the President to learn the roles and responsibilities of that position. The Vice President shall automatically ascend to the office of President, 1 year following his/her election. d. The Secretary. The Secretary will be responsible for recording the minutes of all meetings, shall be responsible for making all members aware of such meetings, and shall be responsible for coordinating the activities related to the Chapter’s newsletter. He/She shall have such other powers and perform such other duties as the President may determine from time to time.
e. The Treasurer. The Treasurer will be responsible for the financial affairs of the Chapter. This responsibility shall include financial reports to the Board of Directors and arrangements for the annual examination and audit of the accounts. He/She shall have such other powers and perform such other duties as the President may determine from time to time.
f. Chapter Officers and Directors shall perform the duties and responsibilities as listed in each position description.
g. The Board of Directors shall:
1. Govern the affairs and conduct the business of the Chapter.
2. Adopt an annual budget.
3. Determine the time and place of membership meetings.
4. Issue reports to the membership of business programs and transactions.
ARTICLE IX. AMENDMENTS OF BY-LAWS
9.1
The By-Laws may be amended by a majority of the Board members after Chapter members have been provided with sufficient time for review and comment on the proposed amendments.
ARTICLE X. PARLIAMENTARY PROCEDURE
10.1 The rules contained in Roberts Rules of Order, newly revised, shall govern all Chapter business, unless otherwise specified in these by-laws.
ARTICLE XI. INDEMNIFICATION
11.1 The Chapter may, upon duly adopted resolution of the Board of Directors, indemnify any person made a party to an action by, or in the right of, the Chapter to procure a judgment in its favor by reason of the fact that such person is or was a director or officer or committee member of the Chapter, against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such director or officer or committee member is adjudged to have breached his or her duty to the Chapter. In no event shall indemnification include the amount paid in settling, or otherwise disposing of, a threatened action or a pending action, nor expenses incurred in defending a threatened action or a pending action which is settled or otherwise disposed of without court approval.
11.2 The Chapter may, upon duly adopted resolution of the Board of Directors, indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by, or in the right of, the Chapter to procure a judgment in its favor, whether civil or criminal, by reason of the fact that he or she was a director or officer or committee member of the Chapter, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such person acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the Chapter and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The foregoing rights of indemnification shall not be exclusive of other rights to which he or she may be entitled.
ARTICLE XII. DISSOLUTION
12.1 Upon the dissolution of this Chapter and after payment of all liabilities, it shall dispose of all assets and/or remaining funds through donation to the SHRM Foundation.
