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BYLAWS

Article 1

Name and Affiliation

Section 1.1: Name. The name of the Chapter is Fargo Moorhead Human Resource Association (herein referred to as the “Chapter”). To avoid potential confusion, the Chapter will refer to itself as Fargo Moorhead Human Resource Association (FMHRA) and not as SHRM or the Society of Human Resource Management.

Section 1.2: Affiliation. The Chapter is affiliated with the Society of 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.

Article 2

Purpose

The purposes of this Chapter, as a non-profit organization, are:

i. To provide a forum for the personal and professional development of our members

ii. To provide an opportunity to focus on and communicate current human resource management issues of importance to our members

iii. To provide a focus for legislative attention to state and national human resource management issues

iv. To provide a pool of human resource management leaders for perpetuation of the Chapter and of SHRM

v. To serve as an important vehicle for introducing human resources management professionals to SHRM

vi. To serve as a source of new members for SHRM

vii. 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:

i. To be a recognized world leader in human resource management

ii. To provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management

iii. To be the voice of the profession on human resource management issues

iv. To facilitate the development and guide the direction of the human resource profession

v. To establish, monitor, and update standards for the profession

Article 3

Fiscal Year

The fiscal year of the Chapter shall be April 1-March 31.

Article 4

Membership

Section 4.1: Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in Sections 4.4 and 4.5 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, disability, veteran’s status, or any other legally protected class.

Section 4.2: Non-transferability of Membership. Membership in the Chapter is neither transferable nor assignable within a company.

Section 4.3: Individual Membership. Membership in the Chapter is held in the individuals’ name, not an organization with which the member is affiliated.

Section 4.4: 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; (b) hold an HR certification recognized by SHRM; (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; (d) full-time consultants practicing in the field of human resource management; (e) full-time attorneys in counseling and advising clients on matters relating to the human resource profession; (f) individuals with a vested interest in the human resource field and actively participating in a human resource function; (g) individuals who demonstrate a connection in the human resource field by participating in human resource related duties and activities but do not actively hold a human resources title. Final determination of membership eligibility will be at the discretion of the Board of Directors. Professional members may vote and hold office in the Chapter.

Section 4.5: Student Members. Individuals who meet the following criteria: (a) Enrolled at a minimum of 6 credits in and undergraduate or graduate program towards a human resource curriculum or student is able to provide verification of a degree plan which would indicate future study towards a human resource curriculum (i.e. associate of liberal arts student working towards a bachelor’s degree with human resource emphasis). Membership in a student HR organization may be used in lieu of an HR degree seeking program; (b) if already employed in a human resource capacity; the student must first seek their employer’s assistance towards membership. If student has previously been a member of FHMRA with employer support, employer support will be assumed, and thus student will be ineligible for student membership rates; (c) student will provide current verification of school enrollment with membership application. Student members may not vote nor hold office in the chapter, but they may hold an intern position.

Section 4.6: Application for Membership. Application for membership shall be submitted online through the FMHRA website. All applications shall be reviewed by the Membership Director and approved by a minimum of 2 other members of the Board of Directors. New members shall be afforded full membership rights from the date of application approval by the Board of Directors. Questionable applications are to be reviewed by the Chapter President.

Section 4.7: Voting. Each Professional member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members; Student members are not eligible to vote. Votes shall be tallied electronically or by a designee appointed by the Board of Directors.

Section 4.8: Dues. Annual membership dues shall be established for the next year by the Board of Directors at least 60 days prior to an effective change.

Section 4.9: Membership Communications. The membership roster is not to be used for solicitation purposes. All communication distributed to members shall be conducted through a Board of Directors Member or appointed designee.

Article 5

Member Meetings

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

Section 5.2: Annual Meetings. The annual meeting of the members for electing Directors and Officers and conducting other appropriate business shall be held at a time 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 10 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 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, by conference call, or via email/electronic voting shall be necessary for the adoption of any matter voted on by the members, except to the extent that applicable state 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 all powers of the Chapter. Regular board meetings shall be held on a monthly basis, unless otherwise determined by the Board.

Section 6.2: Officers. The following shall be elected members of the Board of Directions and shall be Officers of the Chapter:

President, President-Elect, Past President, Certification Director, Technology Director, Administrative Director, Legislative Director, College Relations Director, Communications Director, Foundation Director, Membership Director, Professional Development Director, Finance Director, Workforce Readiness Director, Project Director, Programming Director, and/or any positions as determined by the Board.

All Officers of the Chapter are voting positions.

Section 6.3: Composition of the Board of Directors. The Officers listed in Section 6.2 of this Article shall constitute the governing body of the Chapter. Should new Core Leadership Areas be established by SHRM, additional Core Leadership Area Directors shall be nominated by the President and elected from among eligible members of the Chapter.

Section 6.4: Qualifications. All Board Members must be a member in good standing of the Chapter throughout the duration of his/her term of office. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office. The Chapter also requires that each Board Member be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 6.5: Election and Term of Office. Officers shall be elected by the members at or following the annual meeting of the membership from the provided ballot of nominated individuals. Each elected Officer shall assume office on January 1 following his/her election and shall hold office until his/her successor is elected and takes office. The President, President-Elect, and Past President will hold 2-year terms in each position for a total of 6 years. All other Officers will hold 2-year terms. Officers may not be elected to serve more than two (2) consecutive terms in the same position. The slate of candidates shall be communicated to all members prior to the election.

Section 6.6: Vacancies. Any vacancy in the Board (including in the event of no-nominated candidates) 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 may be in person, by conference call, or via e-mail/electronic voting. In addition, the Board may act by unanimous written consent of all voting members.

Section 6.8: Board of Directors’ 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 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 outside of this document by the Administrative Director and distributed to the Chapter Board. Duties and position descriptions are subject to change as deemed necessary by the President and/or Board.

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 Chairpersons. Appointment of Chairpersons to committees is the responsibility of the Board of Directors. The Chairperson and the President will seek interested members to participate in committee activities. Special Committees or task forces that may be organized by the Board of Directors to meet particular Chapter needs.

Section 8.3: Committee Activity. Committees are established to provide the Chapter with special ongoing services such as Membership, Programming, Professional Development, Communications, Marketing/Public Relations, etc.

Article 9

Electronic Voting

Mail or electronic ballots can be used for the election of Directors provided the Chapter has had at least one in-person meeting that year.

Article 10

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 without the approval from the Board of Directors.

Article 11

Parliamentary Procedure

Meetings of the Chapter shall be governed by the rules contained in Robert’s Rules of Order in all cases to which they are applicable and in which they are consistent with the Law and the Bylaws of the Chapter.

Article 12

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 13

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 (i.e. SHRM Foundation, a local student chapter, the State Council, an HR degree program, or other organization or charity with purposes consistent with those of the Chapter).

Article 14

Withdrawal of Affiliated 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 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 15

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.


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