BYLAWS OF THE LUBBOCK CHAPTER OF
THE SOCIETY FOR HUMAN RESOURCE MANAGEMENT
Section 1.1: Name
The name of the organization shall be the Lubbock Society for Human Resource Management herein referred to as the "Chapter"), also doing business as "LSHRM",
Section 1.2: Affiliation
The Lubbock Chapter of the Society for Human Resource Management shall be affiliated with the Society for 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 II PURPOSE
Section 2.1: Mission Statement
Lubbock SHRM exists to advance and support the Human Resources profession, HR professionals, and the Lubbock community. Our Mission is executed by:
Section 2.2: Vision Statement
Lubbock SHRM strives to engage members and provide every opportunity to promote excellence in the Human Resource profession and the communities we serve.
Section 2.3: Core Values
To achieve the purpose of the Chapter there shall be no discrimination in individual membership because of race, religion, sex, age, national origin, disability, veteran’s status, genetic information or sexual orientation.
ARTICLE III MEMBERSHIP
Section 3.1: Membership Classifications
Persons possessing the necessary qualifications may be admitted to membership in the Chapter in one of the membership classes listed below upon approval of the Chapter. Membership is granted to the individual, not the organization they are associated with, and as such succession to membership is not permissible. Membership in SHRM is highly encouraged but not required.
Section 3.2: Application for Membership
An online or paper application, provided by the Chapter, must be completed along with payment of chapter dues.
Section 3.3: Membership Approval
The VP of Membership shall approve all applications for membership if it is easily determined that they qualify for membership under the criteria listed in Section 3.1. If the VP has a question about the qualification of any application, the VP shall present the application to the board for consideration. For such cases, membership shall be approved by two-thirds' vote of the Board of Directors.
Section 3.4: Local Membership Dues
Local membership dues shall become payable by January 31st of each year. The amount of dues shall be determined each year by the Board of Directors. Dues may be changed to a prorated amount after October at the discretion of the Board of Directors as determined each year.
Section 3.5: Code of Conduct
This Code of Conduct for LSHRM has been adopted to promote and maintain the highest standards of professional and personal conduct among its members. By joining this Chapter, a member indicates his/her support for upholding this Code and the understanding of his/her individual responsibility.
As HR professionals, we are responsible for adding value to the organizations we serve and contributing to the ethical success of those organizations. We accept professional responsibility for our individual decisions and actions. We are also advocates for the profession by engaging in activities that enhance its credibility and value. As a member of the Lubbock Chapter of the Society for Human Resource Management, I pledge to:
Section 3.6: Termination of Membership
Membership in the Chapter may be terminated for just cause by two-thirds of the Board of Directors. If membership is terminated for just cause, the member shall not be entitled to a refund of any Chapter dues. A terminated member may request review by the Board of Directors. Violation of the Code of Conduct or any behavior unbecoming to the profession may constitute exclusion from membership. ARTICLE IV MEETINGS
Section 4.1: Regular Meetings
Regular meetings shall be held monthly at such times and places as the Board of Directors may designate. The Meeting for any given month may be omitted at the discretion of the Board of Directors.
Section 4.2: Notice of Meetings
A notice of regular or called meetings shall be sent to the membership at least two days prior to the meetings.
Section 4.3: Quorum
Members holding one-tenth of the votes entitled to be cast, represented in person or by conference call, shall constitute a quorum.
ARTICLE V ELECTIONS AND BALLOTING
Section 5.1: Balloting - Officers and Directors
Elections of Officers and Directors shall be conducted by ballot in accordance with the procedures outlined:
Section 5.2: Elections
ARTICLE VI BOARD OF DIRECTORS
Section 6.1: Board of Directors
The following shall be members of the Board of Directors. Additional members may be elected from among the eligible membership or appointed by the President from among the eligible membership. Members of the board, elected or appointed, must be a current Chapter member in good standing and will have full voting privileges. Board members are expected to attend 75% of board meetings and general membership activities. The number of additional members may be changed from time to time by Board resolution. Board members shall rank in the order named below.
Section 6.2: Qualifications
All candidates for the Board of Directors must be qualified Professional Members of the Chapter in good standing at the time of nomination or appointment. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office.
Section 6.3: Election Term of Office
All elected and appointed members of the board shall be chosen as provided in these By-Laws. Each board member shall assume office at the December transition meeting and shall hold office for the full term of office unless death, resignation, or removal for cause occurs prior to that time. If removed for cause, a member will be ineligible for any position on the Board of Directors of the Lubbock Chapter.
Section 6.4: Vacancies
Any vacancy in the Board shall be filled for the unexpired term by a majority vote of the Board in attendance at any regularly constituted meeting.
Section 6.5: Quorum
A majority of the total Board membership shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board.
Section 6.6: Removal from the Board
Members of the Board of Directors may be removed for just cause by two-thirds vote of the Board of Directors. Violation of the Code of Conduct or any behavior unbecoming to the profession may constitute removal from the Board. The Officer or Chair shall be entitled to a due process hearing prior to any termination action being imposed. If removed for cause, a member will be ineligible for any position on the Board of Directors of the Lubbock chapter.
Section 6.7: Duties & Responsibilities
Section 6.8: Chairs
Section 6.9: Standing Committees: Standing committees will be formed for matters that demand constant attention and are of continuing concern to the Chapter. Standing committees are appointed by Board Chairs following approval from the President and are comprised of current Chapter members in good standing. In their areas of concern, Committee members will consider objectives, discuss options, make recommendations, offer support and serve as resources to the Board.
ARTICLE VII ELECTRONIC VOTING
Mail or electronic votes can be used for Chapter business and/or the election of Directors provided the Chapter has had at least one in-person meeting that year.
ARTICLE VIII PARLIAMENTARY PROCEDURE
All parliamentary procedure shall be governed by Robert's Rules of Order unless otherwise specified in these Bylaws. The Bylaws may be amended by a two-third affirmative vote of the Board of Directors.
ARTICLE IX DISSOLUTION
In the event of dissolution of this Chapter, any net assets will be given to the SHRM Foundation or such other tax-exempt organization as may be decided by the membership.
ARTICLE X 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 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 XI CONFLICT OF INTEREST
Section 11.1: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization's (Lubbock SHRM Chapter) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 11.2: Definitions
Interested Person -Any director, officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
Section 11.3: Procedures
A. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
B. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
C. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Section 11.4: Violations of the Conflict of Interest Policy
Section 11.5: Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
Section 11.6: Compensation
Section 11.7: Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
Section 11.8: Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted every three years. The period reviews shall, at a minimum, include the following subjects:
Section 11.9: Use of Outside Experts
When conducting the periodic reviews, the Organization, may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE XII WITHDRAWL 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.