Â HUMAN RESOURCES ASSOCIATION OF EASTERN MAINE
Revised: June 2008
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 Chapter is affiliated with the Society for Human Resource Management (herein referred to as “SHRM”).
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 instrumentaility of the Chapter. The Chapter shall not hold itsself out to the pugblic 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 – OBJECTIVES
The major objectives of the Association shall be:
- To encourage and promote the highest standards of professional Human Resources practice.
- To provide a forum for the exchange of pertinent ideas among regional Human Resources practitioners.
- To institute and sponsor meaningful educational programs of interest to Human Resources practitioners.
- To analyze Human Resources related issues and formulate professional positions.
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 personnel or industrial relations. 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.
Section II: Types of Membership
A. 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 personnel or industrial relations; those persons certified by the Human Resource Certification Institute; 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.
B. 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.
C. 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 Officerof the Association who shall present such applications, in a timely fashion, to the Board of Directors.
Section IV: Resignation
Any member may resign at any time by written notice of resignation filed with the Secretary of the Association. The Secretary 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 memberâ€™s dues are more than two months in arrears, membership shall automatically be terminated.
Section VI: Memberships 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 January 1 of the calendar year.
Section III: Nonpayment of Dues
Any member whose dues are unpaid as of March 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 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, 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.
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.
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: Officers
The Association shall have a President, Vice President, Secretary, Membership Officer and a Treasurer. These Officers shall be elected bi-annually. In addition to these Officers, the active members shall also elect a delegate at large who together with the five officers mentioned above will comprise the six 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 II: 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. The President must also be a member in good standing of the Society for Human Resource 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 III: Nomination Procedure
At least bi-annually 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 IV: 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 V: Term of Office
Each elected officer shall assume office upon election and shall hold such office for two years or until death, resignation, or removal, 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.
Section VI: Duties of Officers
A. 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. 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.
B. 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 Presidentâ€™s absence or disability, may perform any of the duties of the President. The Vice President shall have such other powers and perform such other duties as the Board or the President may determine.
C. The Secretary shall be responsible for all correspondence, inquiries, and meeting notices. The Secretary shall be responsible for the preparation of the record of proceedings of all meetings of the Board and of any other business meetings of the Association.
D. 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.
E. The Treasurer shall issue bills to members for annual dues, pay all approved bills, and report at each meeting on the Association’s financial standing. The Treasurer shall keep and balance the Association’s checking account. All checks, drafts, and other orders for payment of money shall be signed by the Treasurer.
Section VII: 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 VIII: 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 IX: 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 shall be an act of the Board.
Section X: Removal of Director or Officer
Any Director or Officer may be removed from office, with or without cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting.
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 – 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.Â Â The ByLaws may be amended by a majority voite of the members present at any meeting at which a quorum exists and in which required notice has been met, provided that no such amendmentÂ shall be effetive 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 withÂ 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 IX – 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 with 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.
ARTICLEÂ X – 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 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 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 proposedÂ 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 statrndards as set forth by the SHRM Board of Directors, it is subject to immediate disafilliation 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.