|
|
BYLAWS OF
CENTRAL NEW YORK CHAPTER OF THE
SOCIETY FOR HUMAN RESOURCE MANAGEMENT, INC.
ARTICLE I
NAME AND AFFILIATION
Name. The name of the Corporation is "Central New York Chapter of the Society for
Human Resource Management, Inc."
Affiliation. The Corporation is affiliated with the "Society for Human Resource
Management", a national organization, hereafter referred to as "SHRM".
ARTICLE II
PURPOSE
The purpose of the Corporation is to increase the level of knowledge of its members;
provide an opportunity for professionals involved in the Human Resources field to promote
an exchange of ideas; work cooperatively to resolve problems of mutual concern; and
increase the community's knowledge and understanding of the Society for Human Resources
Management and the Human Resources profession.
ARTICLE III
MEMBERSHIP
Original Members. The original members of the Corporation shall be the persons who are the
members of the Central New York Chapter of the Society for Human Resource Management, an
unincorporated association, on the date of incorporation of the Society of Human Resource
Management of Central New York, Inc.
Section 2. Qua1ification for Membership. The qualifications for membership in a particular
class of membership in the Corporation are as set forth in Section 3. The Corporation and
its members will not discriminate against any member or applicant for membership because
of race, religion, gender, age, national origin, disability, sexual orientation, veteran
status, or any other legally-protected status.
Classes of Members. There shall be five (5) classes of membership in the Corporation:
A. Professional Membership. Professional members are individuals who are engaged in the
profession of Human Resource Management and who meet one of the following criteria: (a)
possess at least three (3) years of exempt level Human Resource Management experience; (b)
are certified by the Human Resource Certification Institute; (C) are faculty members
holding assistant, associate, or full professorial rank in Human Resource Management or
any of its specialized functions at an accredited college or university and have at least
three (3) years experience at that level of teaching; or (d) are full-time consultants
with at least three (3) years experience as a practitioner in Human Resource Management.
Professional members may hold elected office in the Corporation. Professional memberships
are individual and nontransferable.
B. General Membership. General members are individuals who are engaged in the profession
of Human Resource Management in exempt positions who do not meet the requirements of
Professional membership. General member may vote in elections of the Corporation but may
not hold elected office in the Corporation. General memberships are individual and
nontransferable.
C. Associate Membership. Associate members are individuals who (a) are engaged in the
profession of Human Resource Management in non-exempt positions and (b) do not meet the
qualifications for other classes of membership. Associate members may not vote in
elections of the Corporation and may not hold elected office in the Corporation. Associate
memberships are individual and nontransferable.
D. Retired Annual Membership. Professional or General members who retire from active
full-time employment may elect to retain their affiliation with the Corporation as Retired
Annual members. Retired Annual members may not vote in elections of the Corporation and
may not hold elected office in the Corporation. Retired Annual memberships are individual
and nontransferable.
E. Retired Life Membership. Professional or General members who have been members of the
Corporation or of the Central New York Chapter of the Society for Human Resource
Management f-or ten (10) years or longer may elect to retain their affiliation with the
Corporation as Retired Life members. Retired Life members are entitled to the rights and
privileges granted to General members. Retired Life memberships are individual and
nontransferable
Section 4. Application for Membership. Persons from the Central New York region who are
granted membership in the national Society f or Human Resource Management shall
automatically be granted membership in the Corporation.
Section 5. Voting Rights. Each Professional member, General member, or Retired Life member
of the Corporation shall have the right to cast one (1) vote on each matter brought before
the membership for a vote. Associate Members and Retired Annual members shall not be
entitled to vote.
Dues. National membership dues are established by the national Society for Human Resource
Management and must annually be paid in full by Corporation members in order to retain
membership in the Corporation. Payment of national Society for Human Resource Management
dues entitles a qualified person to membership in the Corporation. The Corporation
reserves the right to establish local dues payable to the Corporation.
Excerptions to Membership Rules. Exceptions to the membership rules set forth in this
Article may be made by the President and the Chairperson of the Membership Committee at
those officers' sole discretion.
ARTICLE IV
MEETINGS OF MEMBERS
Annual Meeting. The annual meeting of the members of the Corporation shall be held on the
third Tuesday of December in each year, unless otherwise scheduled by the Board of
Directors, at the time and place to be stated in the notice of such annual meeting of the
members, for the purpose of electing the elected members of the Board of Directors and the
transaction of such other business as may properly come before the meeting.
Notice of Annual Meeting of Members. Notice of the time, place and purposes of such annual
meeting shall be served either personally or by mail upon each member of the Corporation
entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days
before the meeting. If mailed, it shall be addressed to each such member at his address as
it appears on the records of the Corporation.
Regular Meetings of Members. Regular meetings of the members of the Corporation shall be
held on the third Tuesday of each month, excluding July and August, or as otherwise
determined by the Board of Directors.
Special Meetings of Members. Special meetings of members shall be held at such place
within the County of Onondaga, New York, or at such other place in the Central New York
region as may from time to time be designated in the call for and notice of the meeting
and may be called at any time by the President or by a majority of the Board of Directors.
Notice of Special Meetings. Notice of the time, place and purposes of every special
meeting of the members shall be served either personally or by mail upon each member of
the Corporation entitled to vote at such meeting not less than ten (10) days nor more than
fifty (50) days before the date of such meeting.
If mailed, it shall be addressed to each member at his address as it appears on the
records of the Corporation.
Section 6. Quorum. At all annual, regular and special meetings of the members there shall
be present one-tenth (1/10) of the members of the Corporation entitled to vote at such
meeting, either in person or by proxy, in order to constitute a quorum for the transaction
of business but less than a quorum may adjourn such meeting from time to time without
notice until a quorum is present. The vote of the majority of the members present or
represented by proxy at a meeting in which a quorum is present shall be necessary for the
adoption of any matter voted upon by the membership.
ARTICLE V
DIRECTORS
Section 1. Number The following officers and members of the Corporation shall serve as
directors upon their selection or election to the following positions: the (1) President;
(2) Vice president; (3) Treasurer; (4) Secretary; (5) Immediate Past-president; (6)
Membership Committee Chair; (7) Program Committee Chair (8) Certification Committee Chair;
(9) Diversity Committee Chair; (10) Education Committee Chair; (11) Legislative Committee
chair; (12) Compensation Committee Chair; (13) Publicity Coordinator; (14) Newsletter
Coordinator; (15) New York State Society for Human Resource Management Council District
Director; and (16) Area I Manager. If the directors by majority vote shall abolish a
committee of the Corporation whose Chair is a director, said chair shall be removed as a
director of the Corporation without further action of the directors on the effective date
of the abolishment of the committee. If the directors by majority vote shall establish an
additional standing committee or committees of the Corporation, the Chair of each such
standing committee shall become a director of the Corporation without further action of
the directors on the effective date of the person?s assumption of the Chair of the
committee.
Section 2. Qualification. All directors must be Professional members of the Corporation in
good standing at the time of nomination or appointment.
Section 3. Voting. Al]. directors shall have the right to cast one vote for the
transaction of Corporation business. Directors may vote in person or by proxy, with said
proxy to be given to and cast by the President or Secretary only.
Section 4. Term of Elected Director. Each director elected to a seat on the Board shall
serve as a director f or a term of one (1) year.
~ Section 5. Term of Non-Elected Director. Each member who is selected to serve on the
Board by a means other than by election shall be reviewed annually by both the incoming
and outgoing elected officers of the Corporation during the transition period in December
of each year to determine if it is in the best interests of the Corporation for that
member to remain on the Board for another term of one (1) year. Said review may be
conducted at a special meeting of the Corporation?s officers, excluding non-elected Board
members. Each non-elected Board member shall begin his or her service on the Board
immediately his or her appointment and shall continue said service until December of each
year, or until a successor is selected. There is no limit to the number of terms a
non-elected member may serve.
Section 6. Removal from Office of Non-Elected Director. Non-elected Board members serve by
authorization of the elected officers of the Corporation. Non-elected Board members may be
removed from office without cause by a majority vote of the elected officers. If any
non-elected member is so removed, an interim replacement satisfying the requirements of
the office shall be appointed by the President, subject to the concurrence of all elected
officers. Any appointment of non-elected Board members shall be for the remainder of the
position term, subject to the review as set forth in this Article.
Section 7. Vacancies in Non-Elected Positions. The president is authorized to appoint
replacements to any vacancies in non-elected positions, subject to the concurrence of all
elected officers. Any appointment of non-elected Board members shall be for the remainder
of the position term, subject to the review as set forth in this Article.
Section 8. Quorum. A simple majority of the elected officers shall constitute a quorum for
the transaction of business. The act of the majority of the Board members present at any
meeting at which there is a quorum shall be the act of the Board.
Section 9. Special Advisors. Special Advisors with skills or knowledge that will benefit
the Corporation and the Human Resource Profession may be invited to participate in
Corporation Committee operations. Special Advisors may be community leaders and/or experts
in their field. There is no membership requirement for service as a Special Advisor.
ARTICLE VI
DUTIES AND POWERS OF BOARD OF DIRECTORS
Section 1. Duties and Powers. The Board of Directors of the Corporation shall be
responsible for the general management of the affairs, property and business of the
Corporation, and subject to these bylaws may adopt such rules and regulations f or that
purpose and for the conduct of its meetings as the board may deem proper. It shall have
the power to appoint an executive committee and such other committees as from time to time
shall be deemed advisable, each such committee to have such number of members and such
powers as shall be fixed in the resolution of the Board of Directors creating and
appointing such committee. They shall have the power to elect and remove officers and
appoint and discharge agents and employees.
Section 2. Compensation. Each director shall serve without compensation for the benefit of
the Corporation.
ARTICLE VII
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Annual Meeting. The annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the members for the purpose of electing
officers, appointing committees and for the transaction of such other business as may
properly come before the meeting.
Section 2. Regular Meetings. Regular meetings of the Board of Directors shall be held at
such time and place as may be determined by resolution of the Board o~ Directors and no
notice shall be required for any regular meeting except as otherwise provided by law. Any
business may be transacted at any regular meeting.
Section 3. Special Meetings. Special meetings of the Board of Directors may, unless
otherwise prescribed by law, be called at any time by the President or the Secretary. On
the written request of any two (2) directors, the Secretary shall call a special meeting
of the Board. Special meetings shall be held at the office of the Corporation in the
County of Onondaga, New York, or at such other place in the Central New York region as may
from time to time be designated in the call for and notice of the meeting.
Section 4. Notice of Special Meetings. Unless otherwise prescribed by law, notice of the
time, place and purpose of any special meeting of the Board of Directors shall be served
either personally upon each director or mailed, telegraphed, and transmitted by electronic
facsimile to his or her address as it appears upon the records of the Corporation or to
his last known post office address not later than two (2) days prior to the meeting.
Section 5. Quorum. At all meetings of the Board of Directors a majority of the directors
shall constitute a quorum for the transaction of business but less than a quorum may
adjourn such meeting from time to time without further notice until a quorum is present.
Except as otherwise by law or in these bylaws provided, any act of a majority of the
directors constituting a quorum shall be the act of the Board of Directors.
Section 6. Unanimous Written Consent. The Board of Directors shall have authority to
undertake and/or authorize any action required or permitted to be taken by this Board or
any committee thereof to be taken without a meeting if all members of the Board of
Directors or any committee thereof shall consent in writing to the adoption of a
resolution authorizing the undertaking or authorizing the action.
Section 7. Telephonic Board Meetings. Any one or more members of the Board of Directors or
any committee thereof may participate in a meeting of such Board or committee thereof by
means of a conference telephone or similar telephonic communication equipment allowing all
persons participating in the meeting to hear each other and such participation by
telephonic means shall constitute presence in person at such meeting.
ARTICLE VIII
OFFICERS
Section 1. Officers. The officers of the Corporation shall be the President, Vice
President, Secretary and Treasurer. All officers shall be Professional members of the
Corporation and members of the Board of Directors and shall be elected at the organization
meeting of the Board of Directors and thereafter at the first meeting of the Board of
Directors following the annual meeting of the members.
The officers so elected shall hold office for one (1) year and until their successors are
elected. If a vacancy occurs among the officers, such vacancy shall be filled for the
unexpired term by the Board of Directors.
Section 2. Nomination. On or before the first day of September in each year the President
shall appoint from the Professional membership of the Corporation a three-person ad hoc
Officer Nominating Committee. The Nominating Committee shall identify, recruit, and verify
the eligibility of members of the Corporation for officer positions.
Section 3. Election and Term of Office Officers shall be elected by the members of the
Corporation through an annual ballot process to be completed by November 30 of each year.
Officers may not be elected to serve more than two (2) consecutive terms in the same
position. Each elected officer shall assume office on January 3. following their election
and shall hold office for one (1) year, or until a successor is elected and takes office.
Section 4. Removal of Officers from Office. Officers serve by authorization of the general
membership. Officers may be removed from office without cause by a two-thirds (2/3)
majority vote of the general membership present at a meeting specifically called for such
purpose. At least fifteen (15) days prior written notice must be given to those in the
general membership who are eligible to vote prior to the occurrence of said meeting. Any
vacant position so created may be filled by appointment by the President of a qualified
member for the remainder of the vacant term.
Section 5. Vacancies. In the event the position of Vice President, Secretary, or Treasurer
becomes vacant, the President shall appoint a qualified interim officer to the vacant
position to serve for the remainder of the term, subject to approval of the general
membership. In the event the position of president becomes vacant, the Vice President
shall assume the position of President f or the remainder of the term.
ARTICLE IX
DUTIES OF OFFICERS
Section 1. President The President shall preside at all meetings of the members of this
Corporation and of the Board of Directors and shall appoint such committees as the
President or the Board of Directors shall consider expedient or necessary. The president
shall have general management of the affairs of this Corporation subject to the approval
of the Board of Directors and shall perform all other duties incidental to the office. The
President shall be an ex officio member of all standing committees.
The president shall endeavor to ensure that the Corporation maintains a viable membership
and offers growth and development to its members through the provision of the most current
and meaningful information available at regular Corporation meetings and through the
Certification process.
Section 2. Vice President. In the absence of the President, the Vice President shall
perform the President?s duties and in the absence of both the President and the Vice
President, the Secretary shall preside and perform the duties of the President.
The Vice president shall assist the President in achieving the objectives of the
Corporation.
Section 3. Secretary. The Secretary shall keep minutes of all meetings of the members and
of the Board of Directors, shall attend to the giving and waiving of all notices of the
Corporation and shall perform all other duties incidental to the office. The Secretary
shall also assume responsibility to accept reservations for Corporation functions and
shall provide name tags for and conduct registration at Corporation events.
Section 4. Treasurer. The Treasurer shall have care and custody of all receipts, monies
and securities of the Corporation and shall deposit the same in the name of the
Corporation in such banking institution or institutions as the Board of Directors may
designate, and shall disburse funds of the Corporation as ordered and authorized by the
Board of Directors. The Treasurer shall keep regular accounts of the receipts and
disbursements and furnish an itemized statement of the same at regular meetings of the
Board of Directors and members of the Corporation. The President or an assistant
Treasurer, if any, shall in the absence or incapacity of the Treasurer, perform the duties
of that office.
The Board of Directors shall determine whether a bond for the faithful performance of the
duties of the Treasurer shall be required and the amount thereof and also whether an
annual audit of the affairs of the Corporation shall be made by independent accountants.
ARTICLE X
COMMITTEE CHAIRS
The Chairs of the Committees and Coordinators of the functions of the Corporation shall
have duties as set forth in this section:
A. Membership Committee. The Membership Committee Chair is responsible for establishing
and maintaining a Committee from among the members of the Corporation in good standing and
directing the efforts of said Committee to retain and increase membership, to provide
orientation to all new members that will encourage active participation, to maintain and
publish an accurate directory of all members, and to maintain an updated Corporation
mailing list, preparing labels as requested.
B. Program Committee. The Program Committee Chair is responsible for establishing and
maintaining a Committee from among the members of the Corporation in good standing to put
together and plan a slate of programs for the calendar year that will provide professional
enhancement and training and awareness for a diverse membership of Human Resource
professionals. Programs are a critical element to member retention and recruitment. The
Chair will coordinate the Committee?s meeting schedule, define goals and provide
leadership and vision. The Chair will assist in the definition and selection of Program
topics and appropriate guest speakers.
C. Legislative Committee. The Legislative Committee Chair is responsible for establishing
and maintaining a Committee from among the members of the Corporation in good standing to
monitor and evaluate pending legislation and legal action at the Federal, State, and Local
level on an on-going basis which may impact the management of Human Resources. The Chair
is responsible for presenting a monthly Legislative Report to the Corporation membership
and is also responsible for informing elected officials of the Corporation?s position on
pending or current legislation that affects the Human Resource profession. The Chair shall
work in close cooperation with the State Public Affairs Director and National Headquarters
staff of the Society for Human Resources Management.
D. Education Committee. The Education Committee Chair is responsible for establishing and
maintaining a Committee from among the members of the Corporation in good standing and
directing the efforts of that Committee to further the education directives as set forth
by the Society for Human Resources Management. The Committee shall develop education
partnerships with local school districts at the junior high (middle school) and high
school levels to assist them in meeting their educational objectives. Partnerships may
also be formed with local colleges and universities to further the field of Human
Resources.
E. Certification Committee. The Certification Committee Chair is responsible for
establishing and maintaining a Committee from among the members of the Corporation in good
standing to further the development of the membership and local Human Resource
professionals through the Human Resource Certification Institute (?HRCI?) certification
process. Where possible, preference will be given to certified professionals for the
position of Committee Chair. The Committee is responsible for developing an effective
program for certification preparation, marketing and implementing this program, monitoring
results, and making changes as necessary.
F. Diversity Committee. The Diversity Committee Chair is responsible for establishing and
maintaining a Committee from among the members of the Corporation in good standing to
further the Corporation?s Diversity Initiative. Goals for the Committee will include
increasing the diversity of the Corporation?s membership, increasing the awareness and
sensitivity of members to diversity, and providing information to members for their
diversity initia-tives within their organizations.
G. Compensation Committee. The Compensation Committee Chair is responsible for
establishing and maintaining a committee from among the members of the Corporation in good
standing to coordinate the development and implementation of an annual Central New York
SHRM Compensation Survey. The goals of the Committee are to define the Central New York
region marketplace wage rates and ranges, serve as Compensation Consultant to local
not?for?profit groups and agencies, and assist members in developing wage and salary
programs.
H. Publicity Coordinator. The Publicity Coordinator is responsible for establishing and
maintaining contacts with all applicable outside sources and for notifying the appropriate
media of program meetings and other events/happenings of the Corporation.
I. Newsletter Coordinator. The Newsletter Coordinator is the Editor of the Corporation?s
monthly Newsletter and is responsi-ble for its regular publication and mailing the first
week of each month. The Coordinator will interface with all Board members to gather
information so that the Newsletter is ready for timely distribution to the membership and
will solicit and track all information regarding membership advertisement.
J. Immediate Past President. The Immediate Past President shall advise the officers and
directors in the management and operations of the Corporation.
ARTICLE XI
NEGOTIABLE INSTRUMENTS
Section 1. Signature on Checks. etc. All checks, drafts, bills of exchange, notes or other
obligations or orders for the payment of money shall be signed in the name of the
Corporation by such officer or officers, person or persons as the Board of Directors of
the Corporation may from time to time designate by resolution.
ARTICLE XII
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No member, director, officer or employee of or member of a committee of or person
connected with the Corporation, or any other private individual shall receive at any time
any of the net earnings or pecuniary profit from the operations of the Corporation,
provided that this shall not prevent the payment to any such person such reasonable
compensation for services rendered to or for the Corporation in effecting any of its
purposes as shall be fixed by the Board of Directors; and no such person or persons shall
be entitled to share in the distribution of any of the corporate assets upon the
dissolution of the Corporation. All members of the Corporation shall be deemed to have
expressly consented and agreed that upon such dissolution or winding up of the affairs of
the corporation, whether voluntary or involuntary, the assets of the Corporation, after
all debts have been satisfied, then remaining in the hands of the Board of Directors shall
be distributed, transferred, conveyed, delivered and paid over, in such amounts as the
Board of Directors may determine, subject to order of a Justice of the Supreme Court of
the State of New York, exclusively to charitable, religious, scientific testing for public
safety, literary or educational organizations which would then qualify under the
provisions of Section 501(c) (3) of the Internal Revenue Code and its Regulations as they
now exist or as they may hereafter be amended.
ARTICLE XIII
EXEMPT ACTIVITIES
Notwithstanding any other provision of these bylaws, no member, director, officer,
employee or representative of this Corporation shall take any action or carry on any
activity by or on behalf of the Corporation not permitted to be taken or carried on by an
organization exempt under Section 501(c) (3) of the Internal Revenue Code and its
Regulations as they now exist or as they may hereafter be amended, or by an organization
contributions to which are deductible under Section 170(c)(2) of such Code and Regulations
as they may exist or as they may hereafter be amended.
ARTICLE XIV
AMENDMENTS
Section 1. These bylaws may be amended, added to or altered or repealed or new bylaws may
be adopted at any meeting of the members of the Corporation by a vote of at least a
majority of all the members provided that notice of the proposed action to be considered
and acted upon and stating the nature thereof, is inserted in the notice or waiver of
notice of said meeting.
ARTICLE XV
INDEMNITY
Section 1. To the extent and in the manner permitted by law, (a) the Corporation shall
indemnify any person made a party to an action or proceeding by or in the right of the
Corporation to procure a judgment in its favor, by reason of the fact that he, his
testator or intestate, is or was a director, officer or employee of the Corporation,
against the reasonable expenses, including attorneys? fees, actually and necessarily
incurred by him in connection with the defense of such action, or in connection with an
appeal therein, except in relation to matters as to which such person is adjudged to have
breached his duty to the Corporation; and (b) the Corporation shall indemnify any person
made, or threatened to be made, a party to an action or proceeding other than one by or in
the right of the Corporation to procure a judgment in its favor, whether civil or
criminal, including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, any director, officer or employee of the Corporation served in
any capacity at the request of the corporation, by reason of the fact that he, his
testator or intestate was a director, officer or employee of the Corporation, or served
such other corporation in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys? fees, actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein, if such person
acted in good faith, for a purpose which he reasonably believed to be in the interests of
the Corporation and, in criminal action or proceedings, in addition had no reasonable
cause to believe that his conduct was unlawful.
|
Top |
|
|
