MidCoast Human Resources Association-Bylaws

ARTICLE 1 Name and Affiliation

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

Section 1.2 Affiliation.  The Chapter is 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 cannot contract in the name of SHRM without the express written consent of SHRM.

ARTICLE 2 Purpose

The purpose of the Chapter, as a non-profit organization, is to advance the human resources profession by providing opportunities for Human Resources practitioners to gain knowledge in the field and to exchange experience through networking with other professionals and organizations. This will be accomplished through meetings, programs, forums and other means deemed advisable by the membership or the Board of Directors.

ARTICLE 3 Fiscal Year

The fiscal year of the Chapter shall be the calendar year.

ARTICLE 4 Membership

 Section 4.1 Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in this Article. In considering individuals for membership, the Chapter will not discriminate on the basis of race, religion, sex, age, national origin, disability, veteran’s status, sexual orientation, gender identity, genetic information or any other legally protected class.

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

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

Section 4.4 Professional Members. Membership shall include (a) those persons actively engaged in the profession of human resources; and/or (b) certified by HRCI or SHRM; and/or (c) Current members of SHRM.

Section  4.5 Consultant Members. Membership shall include (a) those persons  providing advice and expertise to the human resource community that is the result of significant experience in the profession and/or extensive formal education; (b) 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 and have at least three years of experience at this level of teaching; (c) full-time  consultants with  at least three years of experience practicing in the field of human resource management;  and/or  (d)  full-time   attorneys  with  at  least  three  years of experience  in counseling and advising clients  on matters  relating to  the  human  resource profession. Consultants may not hold office in the Chapter.

Section 4.6 Student Members. Membership shall include individuals who are actively enrolled in a human resources or related degree at the college or university levels. Students may not have voting rights or hold office in the Chapter.

Section 4.7 Application for Membership. Application for membership is made on a form provided by the Chapter. All applications shall be reviewed by the Board of Directors or their designee for approval or disapproval. New members shall be afforded full membership rights from the date of application approval by the Board of Directors or their designee.

Section 4.8 Voting. Each Professional and Consultant 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 by the Secretary or designee of the Board of Directors.

Section 4.9 Termination  of Membership. By a majority vote, the Board of Directors may terminate a membership.  In addition, if a member’s dues are more than two months in arrears, membership may be terminated unless extended by vote of a majority of the Board of Directors.

Section 4.10 Annual Dues. Annual membership dues shall be due by January first of each year or as otherwise established by the Board of Directors. The Board of Directors shall establish the dues for each category of membership and review the dues on an annual basis.

Section 4.11 Membership Lists. Membership lists are the property of the Chapter and may not be used for commercial or solicitation purposes and members may not distribute membership lists to nonmembers.

ARTICLE 5 Member Meetings

Section 5.1 Regular Meetings. Regular meetings of the members are held monthly, except during May, July and August, 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 in  November or at such other time as 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-tenth of the votes entitled to be cast at such meeting.

Section 5.4 Notice of Meetings. Notice of all regular, special and annual meetings of the Chapter shall be given to members at least ten days prior to the meetings.

Section 5.5 Quorum. A quorum for annual and special meetings consists of at least 20% of members present and eligible to vote on Chapter matters.

ARTICLE 6 Elections

Election of Officers and Directors are conducted in accordance with the following procedures:

  • Elections will be held by ballot at the annual meeting of the Chapter.
  • Each officer and director will be elected on the basis of a plurality of the votes cast.
  • Members must be present to cast their vote.

ARTICLE 7 Board of Directors

Section 7.1 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.

Section 7.2 Officers. The Board of Directors shall consist of the following Officers of the Chapter: President, President-Elect, Treasurer, Secretary and Past President.  Additional members of the Board may include Membership Chair, Programming Chair, Web-Site Administrator, and At-Large members from among the voting membership.

Section 7.3 Qualifications. All candidates for the Board of Directors must be Professional members of the chapter in good standing at the time of nomination or appointment and for their complete term of office. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of their term of office.

Section 7.4 Term of Office. Each elected Officer shall assume office in January following their election and shall hold office for two years or until their successor is elected and takes office. The President Elect, President and Past President are each limited to one term of two years.  The Secretary and Treasurer may serve no more than two consecutive terms.

Section 7.5 Vacancies. Except for the office of Chapter President, any vacancy on the Board may be filled for the unexpired term by appointment of the President with the consent of the Board of Directors. For the office of Chapter President, the President-Elect shall assume the responsibilities of President. A person elected or appointed to fill a vacancy shall serve for the unexpired term. The unexpired term shall not count toward the two (2) consecutive term limit found in Article 7, Section 4.

Section 7.6 Quorum. A simple majority of the total Board of Directors shall constitute a quorum for the transaction of business. The act of a majority of the Board of Directors present at any meeting at which there is a quorum shall be the act of the Board, except to the extent that applicable state law may require a greater number.

Section 7.7 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 7.8 Removal of Director and Officer. Any Officer or Director may be removed from office, with cause, upon approval by a majority vote of the Directors. The Officer or Director shall be entitled to a due process hearing prior to any termination action being imposed.

ARTICLE 8 Duties and Responsibilities

The responsibilities of each member of the Board of Directors shall be as outlined in the position descriptions maintained by the Secretary and distributed to the Chapter Board. The position descriptions are subject to change as deemed necessary by the President and/or the Chapter Board. Annual SHRM dues for members of the Board may be allocated from general funds of the chapter, upon request of the President and/or other Board Member and approval of the Board.

Section 8.1 President. The President shall call and preside at the meetings of the Chapter and the Board and shall have general charge and supervision of the affairs and business of the Chapter, subject to the ultimate management authority of the Board of Directors. The President shall maintain liaison and be a current member in good standing of SHRM throughout the duration of their term of office.

Section 8.2 President-Elect. The President-Elect, at the request of the President or in their absence or disability, may perform any of the duties of the President. The President-Elect shall have such other powers and perform such other liaison duties as the Board or the President may determine.

Section 8.3 Treasurer. The Treasurer shall be responsible for the financial affairs of the Chapter, including all required filings. These responsibilities shall include financial reports to the Board and coordinating arrangements for the annual examine  be responsible for membership billing and related duties

Section 8.4 Secretary. The Secretary shall be responsible for recording the minutes of all meetings of the Chapter and Board of Directors and shall be responsible for making all members aware of such meetings.

Section 8.5 Past President. The Past President shall serve as an advisor to the President, and fulfill such duties as requested by the President and/or other members of the Board of Directors.

Section 8.6 Membership Chair. The Membership Chair manages the membership function to include maintaining the membership database and encouraging Chapter and SHRM membership growth.

Section 8.7 Program Chair. The Program Chair, together with the Board, is responsible for the management of the programs provided to the members at Chapter meetings.

Section 8.8 Website Administrator. The Website Administrator shall be responsible for oversight of the Chapter’s website and can include editing web pages, posting of files, creating new links, and posting Chapter and SHRM information as needed to keep the website current.

Section 8.9 At-Large Members. At-Large Members are responsible for general Board duties and may be assigned special projects as necessary.

Section 8.10 Officer Travel. General funds of the chapter may be allocated upon approval of the board of directors to defray in part or in whole the expenses, an amount to be approved, for the President or President-Elect or their designee to attend a SHRM affiliated conference or other travel or training deemed necessary by the board, to enhance the boards operations

ARTICLE 9 Committees

Section 9.1 Committees. The establishment of both standing and ad-hoc committees shall be the right of the Board of Directors.

Section 9.2 Committee Organization. Committees are established by resolution of the Board of Directors.

Section 9.3 Committee Chairpersons. Appointment of Chairpersons to committees is the sole responsibility of the President. The Chairperson and the President will seek interested members to participate in committee activities. Special Committees or task forces may be organized by the President to meet particular Chapter needs.

Section 9.4 Committee Activity. Committees are established to provide the Chapter with special ongoing services, such as Membership, Programs, Professional Development, Communications, Marketing/Public Relations, etc.

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.

ARTICLE 11 Parliamentary Procedures

 Robert’s Rules of Order shall govern all parliamentary procedures unless otherwise specified in these Bylaws.

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 (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 14 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 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.

ARTICLE 15 Indemnification

The Affiliate shall, to the full extent of its power provided by the law, include without limitation Section 714 of Title 13-B of the Maine Revised Statues Annotated indemnify all present and former members, officers, directors, employees, committee members an agents of the Affiliates against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding in which they are made a party, by reason of their being or having been members, officers, directors, employees, committee members, or agents of the Affiliate; except in relation to the matters in which any such person shall be finally adjudicated in any such action ,suit or proceeding to have not acted in good faith in the reasonable belief that his or her action was in the best interest of the Affiliate, or, with respect to any criminal action or proceeding, where such a person is finally adjudged to have had reasonable cause to believe that his or her conduct was unlawful. Such indemnification shall be made in accordance with the procedures set forth in the Maine Revised Statutes Annotated, Title13-B, Section 714, Subsection 3 as the same may be amended from time to time. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any other bylaws, agreement or otherwise.