BYLAWS

HUMAN RESOURCES ASSOCIATION OF EASTERN MAINE

Revised: September 2018

ARTICLE I – NAME

The name of this organization shall be the Human Resources Association of Eastern Maine (the “Association”).  This Association is organized as a nonprofit organization exclusively for scientific, educational, or charitable purposes.  The Association shall conduct its affairs so that no part of its earnings or revenue accrues to the benefit of any member, officer, or any other individual.  If this Association is dissolved, any funds held will be distributed to an IRS 501(c)3 organization as directed by a majority vote of a quorum of the membership.

The Association affiliated with the Society for Human Resource Management (herein referred to as “SHRM”) effective 12/19/2003.

The Association 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 Association. The Association shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. The Association shall not contract in the name of SHRM without the express written consent of SHRM.

ARTICLE II – OBJECTIVES

The major objectives of the Association shall be:

  1. To encourage and promote the highest standards of professional Human Resources practice.
  2. To provide a forum for the exchange of pertinent ideas among regional Human Resources practitioners.
  3. To institute and sponsor meaningful educational programs of interest to Human Resources practitioners.
  4. To analyze Human Resources related issues and formulate professional positions.

The Association supports the purposes of SHRM, which are to promote the use of sound and ethical human resource management practices in the profession and:

  1.   To be a recognized world leader in human resource management;
  2. To provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;
  3. To be the voice of the profession on human resource management issues;
  4. To facilitate the development and guide the direction of the human resource profession; and
  5. To establish, monitor and update standards for the profession.

ARTICLE III – MEMBERSHIP

Section I:  Eligibility for Membership

The membership shall be limited to those persons who are actively engaged in the practice of human resources administration and who are assigned primary responsibility in human resources or industrial relations or who demonstrates a bona fide interest in human resource management and the mission of the Association.  The Board of Directors of the Association (see Article V – Officers) shall be empowered to approve applications for membership and may specify or modify any reasonable application procedure.  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 II:  Types of Membership

  1. Active Member – Shall be limited to those persons who are actively engaged in the practice of human resources administration, and who are assigned primary responsibility in human resource or industrial relations; those persons holding an HR certification recognized by SHRM; persons who are engaged in an employment or human resources advisory or consulting function and who are employed by or affiliated with an employment agency, executive search firm, recruitment agency, training and development company or other similar firm; persons providing products and services to the human resources community, including without limitation those providing products or services to the persons and organizations referenced in the forgoing clauses of this Section; and other persons interested in the purposes of the Association.
  2. Student Member – Shall be a person who is enrolled in an appropriate academic pursuit in the Human Resources/Industrial Relations field. Student Members shall have no voting or office holding rights.
  3. Honorary Member – Shall be a person upon whom such status shall be granted through unanimous vote of the Board of Directors. Such memberships will be made to notable former members of the Association or to others whose contribution in the field of Human Resources Management have been noteworthy.  Such memberships carry neither voting nor office holding rights, and are subject to annual renewal by the Executive Committee.

Section III:  Application for Membership

Applications for membership shall be made on the Association’s form.  Such an application shall be forwarded to the Membership Officer of the Association who shall present such applications, in a timely fashion, to the Board of Directors. Membership in the Association is held m the individual’s name, not an organization with which the member is affiliated. Membership in the Association is neither transferrable nor assignable.

Section IV:  Resignation

Any member may resign at any time by written notice of resignation filed with the Membership Officer of the Association.  The Membership Officer shall present such resignations to the Board of Directors in a timely manner.

Section V:  Termination of Membership

Membership may be terminated for good cause by two thirds vote of the Board of Directors.  If a member’s dues are more than two months in arrears, membership shall automatically be terminated.

Section VI:  Membership Lists

Membership lists are the property of the Association and will be provided free of charge to members.  Distribution of lists to non-members may be grounds for termination of membership as noted in Section V above.

ARTICLE IV – DUES

Section I:  Annual Dues

There shall be annual membership dues, as determined by the Board of Directors, for active and student members.  Honorary members shall be exempt from the payment of dues.

Section II:  Payment of Dues

 All dues shall be payable to the Association by November 1 of the calendar year.

Section III:  Nonpayment of Dues

Any member whose dues are unpaid as of January 1 of the calendar year will be suspended from the Association.

ARTICLE V – MEETINGS

Section I:  Regular Meetings

Regular meetings shall be held monthly for nine or more meetings per year from September through June at such times and places as the Board of Directors may designate.

Section II:  Special Meetings

The President, with approval of the Board of Directors, the Board of Directors, or members having one-twentieth of the votes to be cast at such a meeting may call special meetings as deemed necessary.

Section III:  Notice of Meetings

Members shall receive notice of all meetings at least five days prior to the meeting. Notice of all special and annual meetings shall be given to all members at least ten days prior to the meetings.

Section IV:  Quorum

Ten percent (10%) of the total number of members shall constitute a quorum for the transaction of business at any meeting of the members.  The vote of a majority of the members present at any meeting at which there is a quorum, either in person or by conference call, 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.

Section V:  Guests

A member of the Association, regardless of status, may bring guests to any meeting of the Association that has not been designated in advance by the President as a closed meeting.  A guest with no Human Resources affiliation may attend up to four (4) meetings per calendar year.  A guest whose employment is associated with the Human Resources function must apply for membership after attending four (4) meetings in a calendar year.

ARTICLE VI – OFFICERS/BOARD OF DIRECTORS

Section I.  Power and Duties

The Board of Directors (also referred to as the “Board”) shall manage and control the property, business and affairs of the Association and in general exercise all powers of the Association

Section II:  Officers

 The Association shall have a President, Vice President, Secretary, Membership Officer, Treasurer, and a Social Media Officer. These Officers shall be elected biannually.  In addition to these Officers, the active members shall also elect a Delegate At Large who, together with the six Officers mentioned above, will comprise the  seven member Board of Directors.  All members of the Board of Directors will serve an active term of two years except for the Immediate Past President who will serve in an advisory capacity for one year after his/her term as President expires.

Section III:  Qualifications

All candidates for office must be qualified active members of the Association and/or SHRM members in good standing at the time of nomination or appointment and for their complete term of office.  The President must also be a member in good standing of the Society of Human Resources Management (SHRM).  Annual SHRM dues for the Officers may be allocated from general funds of the Association upon request of the President and approval of the Board.

Section IV:  Nomination Procedure

At least biannually and more frequently as required through resignation, death, etc., the Board of Directors shall nominate from the active membership a sufficient number of candidates for the positions of Association Officers.  The Board of Directors shall circulate the names of those nominated individuals to all active members.  The Board of Directors shall also inform the active membership that any other member may seek election through write-in.

Section V:  Election of Officers

Elections will be held at the regular scheduled June meeting in each even numbered year.  Each voting member shall receive a ballot and such ballots shall list the nominees.  Provision shall be made on the ballot for write-in candidates.  The completed ballot shall be returned to the Secretary.  Ballots will be tabulated by the Board of Directors and results announced at the next appropriate meeting.  Each Officer and Director will be elected on the basis of a plurality of the votes cast.

Section VI:  Term of Office

Each elected Officer shall assume office upon election and shall hold such office for two years or until death, resignation,  removal, or his/her successor is elected and takes office except for the Immediate Past President who will serve in an advisory capacity for one year after his/her term as President expires.  No person shall serve in the same office greater than two consecutive terms.  Any Officer of 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 VII:  Duties of Officers

  1. The President shall preside at meetings of the Association and Board of Directors, and shall have general charge and supervision of the affairs and business of the Association subject to the ultimate management authority of the Board of Directors. The President shall advise the Board of Directors on matters pertaining to meeting agenda and dates and times of meetings. He/she shall maintain liaison and be a current member in good standing of SHRM throughout the duration of his/her term of office.
  2. The Vice President shall be responsible for the program functions of the Association and shall chair the Program Committee. The Vice President shall arrange for such meetings and shall make arrangements for guest speakers, meeting places, provisions for equipment, etc.  At the request of the President, or in the President’s absence or disability, the Vice President may perform any of the duties of the President.  The Vice President shall have other powers and perform other such duties as the Board or the President may determine.
  3. The Secretary shall be responsible for all correspondence, inquiries, and meeting notices. The Secretary shall be responsible for the preparation of the record and proceedings of all meetings of the Board and of any other business meetings of the Association.  The Secretary shall coordinate all correspondence for gathering speakers from board members, HR scholarships and general communication amongst board members and members of the Association.
  4. The Membership Officer shall handle correspondence with applicants for membership; recruit and propose to the Board such applicants as he/she deems appropriate for membership; and maintain a current list of the members, with related materials such as their status, applications and mailing/email addresses. The Membership Officer shall prepare an annual membership roster in collaboration with the Treasurer.
  5. The Treasurer shall be responsible for the financial affairs of the Association, including all required filings and bank accounts. These responsibilities shall include issuing bills to members for annual dues, collecting payments for meetings, paying all approved bills, and reporting at each meeting on the Association’s financial standing.  All checks, drafts, and other orders for payment of money shall be signed by the Treasurer.
  6. The Social Media Officer shall be responsible for oversight of the Association’s website and social media pages. This responsibility shall include editing web pages, posting of files, creating new links, and posting Association and SHRM information as needed to keep the sites current. He/she shall be responsible for responding to member questions and problems regarding the website.
  7. The Delegate At Large shall be responsible for obtaining speaker material and biography prior to each scheduled Association meeting and submitting required information to SHRM and HRCI to obtain certification credit.

Section VIII:  Absence of Officers

In the event of absence or disability of the President, the Vice President shall assume powers and perform the duties of the President.  If the Vice President is unable to do so, said powers and duties shall be assumed by the Secretary.

Section IX:  Vacancies

Vacancies occurring in the Board of Directors shall be filled for the unexpired term by vote of the majority of the Board of Directors.  The appointed person shall hold office only until the completion of the normal term of office.

Section X:  Quorum

A majority of the total Board membership shall constitute a quorum for the transaction of business.  The act of majority of the Directors present at any meeting at which there is a quorum,, either in person or by conference call, shall be an act of the Board, except to the extent that applicable state law may require a greater number. In addition, the Board may act by unanimous written consent of all voting members.

ARTICLE VII – COMMITTEES

Section I:  Standing Committees

There shall be a Program Committee appointed by the President.  Chaired by the Vice President, the duties of this Committee shall be to formulate and recommend to the membership various means by which the objectives of the Association as stated in Article II, may best be accomplished.  This Committee shall also formulate and make recommendations to the Vice President regarding educational seminars, etc.

Section II:  Other Committees

The Board of Directors may appoint such other committees as it deems necessary or desirable with such powers as the Board of Directors may determine.  The members of any such committee, who may but need not be members of the Board of Directors, shall hold office subject to the pleasure of the Board of Directors.  Each such committee so appointed shall keep regular minutes of its proceedings and report the same to the Board of Directors upon request.

ARTICLE VIII –ELECTRONIC VOTING

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

ARTICLE IX – AMENDMENTS

These Bylaws of the Association may be amended or revised at any meeting of the Association at which a quorum is present.  However, changes in the Bylaws shall be made only after written notice of such proposed changes has been circulated to all eligible members at least three (3) weeks in advance of the voting session.  Bylaw amendments or revisions require an affirmative vote by a majority vote of the members present. 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.

ARTICLE X – STATEMENT OF ETHICS

The Association 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 Association and of SHRM.

The Association 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 Association meetings without the approval from the Board of Directors.

ARTICLE XI – THE ASSOCIATION

The Human Resources Association of Eastern Maine exists as a voluntary, unincorporated nonprofit Association with a principal mission of fostering professionalism among Human Resources practitioners.  To meet this end, the Association has been organized to recognize those individuals and demonstrated expertise in the field of Human Resources practice; to raise and maintain professional standards in the field; to identify a body of knowledge as a help to practitioners, consultants, educators, and researchers; and to provide for self-development of the membership.

As a nonprofit Association, no part of the net earnings of the Association shall inure to the benefit of or be distributable to any member, officer or other private person except that the corporation shall be authorized and empowered to pay reasonable expenses incurred by members in those activities designed to further the purposes set forth in the objectives section of these Bylaws.  No substantial part of the activities of this Association shall be engaged in the carrying on of propaganda or otherwise attempting to influence legislation, and the Association shall not participate in, nor intervene in the publishing and distribution of statements on behalf of any political campaign or any candidate for public office.  The Association shall not conduct any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)3 of the IRS code.

ARTICLE XII- ASSOCIATION DISSOLUTION

In the event of the Association’s dissolution, the remaining monies in the Treasury, after Association 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 Association, the State Council, an HR degree program, or other such organization or charity with purposes consistent with those of the Association).

ARTICLE XIII- WITHDRAWAL OF AFFILIATED ASSOCIATION STATUS

Affiliated Association 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 Association are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status, the Association 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 Association 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 Association status, the SHRM Board of Directors may cause a new Association to be created, or, with the consent of the President/CEO of SHRM and the consent of the body which has had Association status withdrawn, may re-confer Association status upon such body.