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    WESTCHESTER HUMAN RESOURCE MANAGEMENT ASSOCIATION, INC (WHRMA) CHAPTER BYLAWS

     

    ARTICLE 1: NAME AND AFFILIATION AND SEAL

     

    Section 1.1: Name.

    The name of the Chapter is the WESTCHESTER PERSONNEL MANAGEMENT ASSOCIATION, d/b/a, the Westchester Human Resource Management Association (herein referred to as the "Chapter" or WHRMA). To avoid potential confusion, the Chapter will refer to itself as the Westchester Human Resource Management Association 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 shall not contract in the name of SHRM without the express written consent of SHRM.

     

    ARTICLE 2: PURPOSE

     

    Section 2.1: Purpose. The purposes of this Chapter are:

    1. To provide a forum for the personal and professional development of our members;
    2. To provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;
    3. To provide an arena for the development of trust relationships where common problems can be discussed and deliberated;
    4. To provide an opportunity to focus on current human resource management issues of importance to our members;
    5. To provide a focus for legislative attention to state and national human resource management issues;
    6. To provide valuable information gathering and dissemination channels;
    7. To provide a pool of human resource management leaders for perpetuation of the Chapter andofSHRM;
    8. To serve as an important vehicle for introducing human resource management professionals to SHRM;
    9. To serve as a source of new members for SHRM; and
    10. To serve as part of the two-way channel of communications between SHRM and the individual members.

     

    The Chapter supports SHRM's mission. SHRM is a globally recognized HR professional society that exists to develop and serve the HR professional and advance and lead the HR profession.

    SHRM provides education, through leadership, certification, community and advocacy to enhance

     

    the practice of human resource management and the effectiveness of HR professionals in the organization and communities they serve.

     

    ARTICLE 3: FISCAL YEAR

     

    Section 3.1: Fiscal Year. The fiscal year of the Chapter shall be the calendar year.

     

    ARTICLE 4: MEMBERSHIPS

     

    Section 4.1: Qualifications for Membership.

    The qualifications for membership in the Chapter shall be as stated in Sections 4.3, 4.4, and 4.6 of this Article. The Chapter is a 100% Chapter of SHRM, and all Chapter members are required to be active members in good standing of SHRM.

     

    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, gender identity or any other legally protected class.

     

    Section 4.2: Non-transferability of Membership.

    Membership in the Chapter is neither transferable nor assignable. The membership year is May 1 through April 30 or as directed by the Board of Directors.

     

    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: Members.

    Membership shall be limited to those individuals who are engaged as one or more of the following:

    1. Practitioners of human resource management;
    2. Holds an HR certification recognized by SHRM;
    3. 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;
    4. Full-time consultants with at least three years experience practicing in the field of human resource management; and/or
    5. Full-time attorneys with at least three years experience in counseling and advising clients on matters relating to the human resource profession.

    Members may vote and hold office in the chapter. Section 4.6: Student Members. Individuals who are:

    1. enrolled either as full-time or part-time students, at freshman standing or higher;
    2. Enrolled in the equivalent of at least six (6) credit hours;
    3. enrolled in a four-year or graduate institution and/or a consortium of these or a two-year community college with a matriculation agreement between it and a four-year college or

     

    university which provides for automatic acceptance of the community college students into the four-year college or university;

    1. Able to provide verification of a demonstrated emphasis in human resource management subjects, and
    2. Able to provide verification of the college or university's human resources or related degree program.

    Student members may not vote or hold office in the Chapter. Section 4.7: Application for Membership.

    Application for membership shall be on the Chapter application form, which can be found on the

    Chapter's website. All applications shall be reviewed and approved by the Membership Chair or Co-Chair. New members shall be afforded full membership rights from the date of application approval by the Membership Chair or Co-Chair.

     

    Section 4.8: Voting.

    Each 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 an Ad Hoc Committee appointed by the Board of Directors.

     

    Section 4.9: Dues.

    Annual membership dues shall be established for the next year by the Board of Directors prior to the mailing of renewal notices.

     

    Section 4.10: Termination of Membership.

    Any member failing to maintain membership in SHRM will forfeit his/her membership in the Chapter.

     

    ARTICLE 5: MEMBER MEETINGS

     

    Section 5.1: Regular Meetings.

    Regular meetings of the members shall be held on the third Tuesday of each month or as otherwise determined by the Board of Directors.

     

    Section 5.2: Annual Elections. The election process for Directors and Officers shall be done in November of each year via an online survey that goes to all Members. A simple majority of those Members voting is sufficient for a Director or Officer to be elected.

     

    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-twentieth of the votes entitled to be cast at

    such meeting.

     

    Section 5.4: Notice of Meetings.

    Notice of all special and annual meetings shall be given to all members at least ten days prior to the meetings. Notice ofregular meetings shall be given to all members at least seven days prior to the meeting.

     

    Section 5.5: Quorum.

    Members holding one-tenth of the votes entitled to be cast represented in person or by conference call, shall constitute a quorum. 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.

     

    ARTICLE 6: BOARD OF DIRECTORS

     

    Section 6.1: 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. Each member of the Board will be required to designate WHRMA as their home chapter with SHRM National.

     

    Section 6.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter and members of the Chapter's Executive Committee:

    President, President-Elect, Program Chair, Membership Chair, Treasurer and Secretary.

     

    Section 6.3: Composition of the Board of Directors.

    Along with the Officers listed in Section 6.2 of this Article, the Board of Directors shall also include Core Leadership Area Directors and the Immediate Past President. These shall constitute the governing body of the Chapter.

     

    Additional Core Leadership Area Directors shall be nominated by the President and elected from among the eligible membership as members of the Board of Directors, should new Core Leadership Areas be established by SHRM.

     

    Section 6.4: Qualifications.

    All candidates for the Board of Directors must be 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 his/her term of office. The chapter also requires that each Board member be a current member in good standing ofSHRM throughout the duration of his/her term of office.

     

    Section 6.5: Election -Term of Office.

    Officers and Directors shall be elected by the members from the proposed slate of the nominating committee appointed by the Board of Directors prior to the beginning of each year. Each elected Officer and Director shall assume office on January 1 following his/her election and shall hold office for two years or until his/her successor is elected and takes office. Officers and Directors may not be elected to serve more than two (2) consecutive terms in the same position, provided that

     

    a successor is elected and talces office. In the event an Officer or Director is at the end of their term limit and there is no successor, the Office or Director may continue to hold office until such time a successor is elected.

     

    Section 6.6: Vacancies.

    Any vacancy in the Board may be filled for the unexpired term by appointment of the President with the consent of the Board of Directors.

     

    Section 6.7: 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, either in person or by conference call, shall be the act of the Governing Body, 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.

     

    Section 6.8: Board of Directors' Responsibilities.

    The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in the 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 6.9: Removal of Director and Officer.

    Any Officer or 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.

     

    ARTICLE 7: 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.

     

    Section 7.1: The President.

    The President shall preside at the meetings of the members and of the Board. He/she shall direct the Chapter and have charge and supervision of the affairs and business of the Chapter, subject to the ultimate management authority of the Board of Directors. He/she shall maintain liaison and be a current member in good standing of SHRM throughout the duration of his/her term of office.

     

    Section 7.2: The President-Elect.

    The President-Elect, at the request of the President or in his/her absence or disability, may perform any of the duties of the President. He/she shall have such other powers and perform such other liaison duties as the Board or the President may determine. The president-elect is encouraged to attend the annual SHRM Leadership Conference.

     

    Section 7.3: The Membership Chair.

    The Membership Chair shall serve as chair of the Membership Committee. He/she shall encourage Chapter and SHRM membership growth and shall maintain the official membership roster of the Chapter. He/she shall have such other powers and perform such other duties as the President may determine.

     

    Section 7.4: The 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 examination audit of the accounts as may be required by the Board. He/she shall be responsible for membership billing. Procedures will be put in place so that the Chapter and its' Board Members meet their fiduciary responsibility to the Chapter.

     

    Section 7.5: The Secretary.

    The Secretary shall be responsible for recording the minutes of all meetings of the Chapter, shall be responsible for making all members aware of such meetings. The Secretary will also be responsible for preparing the Board meeting agenda and soliciting feedback from the Chapter President and other Board Members.

     

    Section 7.6: The Program Chair.

    He/she shall serve as the Chair of the Program Committee. The responsibility includes programs conducted at all regular meetings of the member and any workshops and seminars sponsored by the Chapter as determined by the President and the Board. He/she shall have the authority to appoint sub-committees to plan and implement the activities associated with the program year.

     

    Section 7.7: Core Leadership Area (CLA) Directors.

    Core Leadership Area Directors shall have such powers and perform such liaison duties as the Board or the President may determine. The responsibility includes awareness sessions and initiatives in the particular CLA as determined by the President and the Board. He/she shall have the authority to appoint sub-committees to plan and implement the activities associated with the CLA for the year. Core Leadership areas include: Legislative Issues, The SHRM Foundation, College Relations, Diversity, Certification and Workforce Readiness.

     

    Section 7.8: Past President.

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

     

    ARTICLE 8: COMMITTEES

     

    Section 8.1: Committees.

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

     

    Section 8.2: Committee Organization.

    Committees in addition to the Nominating Committee are established by resolution of the Board of

     

    Directors. 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. They must maintain WHRMA as their designated chapter for the length of the committee membership.

     

    Section 8.3: 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 8.4: Committee Activity.

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

     

    Section 8.5: Advisory Council.

    All Past-Presidents shall automatically become a member of the Advisory Council. They may be assigned, by the Chapter President, special projects, as needed.

     

    ARTICLE 9: 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 SHRM Code of Ethics may be found at:

    http://www.shrm.or g/ethics/code-of-ethics.asp.

     

    The Chapter 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 Chapter meetings without the approval from the Board of Directors. A non-member of the Chapter, that attends a Chapter function, will be held to the same code of ethics as members of the Chapter. The Chapter Code of Ethics may be found at: http://whrma.or g.

     

    ARTICLE 10: PARLIAMENTARY PROCEDURES

     

    Meetings of the Chapter shall be governed by the rules contained in Robert's Rules of Order (newly revised) in all cases to which they are applicable and in which they are consistent with the Law and the Bylaws of the Chapter.

     

    ARTICLE 11: AMENDMENT OF BYLAWS

     

    Section 11.1: By the Board of Directors.

    The Board shall have the power to make, alter, amend and repeal the Bylaws of the Chapter by affirmative vote of a majority of the Board, provided, however, that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting.

     

    Section 11.2: By Members.

    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 12: 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 13: 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.