By-Laws

ARTICLE 1

NAME AND AFFILIATION

Section 1.1: Name. The name of the Chapter is Human Resource Management Association of Greater St. Louis (herein referred to as the "Chapter"). It is registered in this name as a not-for-profit corporation in the State of Missouri. To avoid potential confusion, the Chapter will refer to itself as HRMA St. Louis (Chapter name) 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

The purposes of this Chapter, as a non-profit organization, 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 and of SHRM;
  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 the purposes of SHRM, which are to promote the use of sound and ethical human resource management practices in the profession and:

  1. to be a recognized world leader in human resource management;
  2. to provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;
  3. to be the voice of the profession on human resource management issues;
  4. to facilitate the development and guide the direction of the human resource profession; and
  5. to establish, monitor and update standards for the profession.

ARTICLE 3

FISCAL YEAR

The fiscal year of the Chapter shall be the fiscal year beginning July 1st and ending June 30th.

ARTICLE 4

MEMBERSHIP

Section 4.1: Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in Sections 4.3, 4.4, 4.5 and 4.6 of this Article. 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, 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: Regular Members.
Regular membership shall be open to those individuals who are engaged as one or more of the following: (a) the profession or practice of human resource management at any level; (b) certified by the Human Resource Certification Institute; (c) 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/or (d) individuals in transition within the practice of human resource management. Regular members may vote and hold office in the Chapter.

Section 4.5: Vendor/Consultant Members.
Vendor/Consultant membership shall be open to those individuals who are engaged as one or more of the following: (a) full-time consultants practicing in the field of human resource management; (b) full-time attorneys in counseling and advising clients on matters relating to the human resource profession; (c) individuals who work for vendor firms that have an interest in the human resource management profession; and/or (d) those individuals who do not meet the qualifications of the other classes of membership, but who demonstrate a bona fide interest in human resource management and the mission of the Chapter. Vendor/Consultant members may vote and hold office in the Chapter.

Section 4.6: Student Members.
Individuals who are (a) enrolled as full-time students, at freshman standing or higher; (b) enrolled in the equivalent of at least twelve (12) credit hours; (c) 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; (d) able to provide verification of a demonstrated emphasis in human resource management subjects, and (e) 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. All applications shall be reviewed by the Vice President of Membership and approved by the Board of Directors or their designee. The concentration of the membership shall be such that no more than twenty percent (20%) are in the Vendor/Consultant member category. The Board of Directors reserves the right to decline Vendor/Consultant member applications if, by accepting the member application, the concentration of Vendor/Consultant members exceeds twenty percent (20%). 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 Regular and Vendor/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 Chapter Administrator or another neutral party appointed by the President.

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. Resignation, expulsion or other voluntary or involuntary withdrawal from the Chapter shall not be accompanied by any refund of dues or other monies, nor shall it relieve the resigning or expelled member from payment of dues or other monies which became payable while the member was in good standing.

ARTICLE 5

MEMBER MEETINGS

Section 5.1: Regular Meetings. Regular meetings of the members shall be held on the third Wednesday of the month for the months of September, October, November, January, February, March, April and May 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 May 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-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 of regular 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.

Section 6.2: Officers.
The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect, Vice President of Administration, Vice President of Membership, Vice President of Programs, Vice President of Communications, Vice President of Development and Vice President of Workforce Readiness and Diversity.

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 the Past President. All Core Leadership Areas established by SHRM shall be represented by Officers listed in Section 6.2 of this Article. Should new Core Leadership Areas be established by SHRM, those shall be represented by current Officers of the Chapter until a new Officer position is created and elected according to procedures specified in Section 6.5 of this Article. These shall constitute the governing body of the Chapter.

Section 6.4: Qualifications.
All candidates for the Board of Directors must be Regular or Vendor/Consultant 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 the President-Elect be a current member in good standing of SHRM throughout the duration of his/her term of office. The Chapter further encourages that each Board member be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 6.5: Election - Term of Office.
Officers shall be elected by the members at the annual meeting of the membership from the proposed slate of the nominating committee appointed by the Board of Directors at the beginning of each election year. Each elected Officer and Director shall assume office on January 1 following his/her election and shall hold office for one year 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 and may serve in no more than three (3) Officer/Director positions before selection as President-Elect.

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 these Bylaws or other governing instruments of the Chapter. A Regular member or Vendor/Consultant 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 Vice President of Administration 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 (minimum of nine (9) per year). 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 during his/her entire term of office. He/she shall oversee the activities of the legislative affairs and coordinate these activities with the Missouri State Council legislative affairs activities.

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. As the designated SHRM liaison, he/she shall appoint the chair(s) of the SHRM Liaison Committee(s) and shall direct and assist in the development of activities that are consistent with the goals of serving the professional and advancing the profession as established by the Chapter, SHRM and the SHRM Foundation. The president-elect is encouraged to attend the annual SHRM Leadership Conference and SHRM Missouri State Council meetings. The Chapter requires the president-elect to be a current member in good standing of SHRM during his/her entire term of office.

Section 7.3: Vice President of Administration.
The Vice President of Administration shall appoint the chair(s) of the Administration Committee(s). He/she shall direct and assist in the administration of activities (chapter administrator supervision, finance and vendor relations) that are consistent with the administrative goals of serving the professional and advancing the profession as established by the Chapter and SHRM. The Vice President of Administration, together with the Chapter Administrator, shall be responsible for the financial affairs, including membership billing, 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. The Vice President for Administration, together with the Chapter Administrator, shall be responsible for recording the minutes of all meetings of the Chapter and for making all members aware of such meetings. He/she shall have such other powers and perform such other duties related to administration as the President may determine.

Section 7.4: The Vice President of Membership.
The Vice President of Membership shall appoint the chair(s) of the Membership Committee(s). He/she shall direct and assist in the development of activities to encourage Chapter and SHRM membership retention and growth and, together with the Chapter Administrator, shall maintain the official membership roster of the Chapter. He/she shall have such other powers and perform such other duties related to membership as the President may determine.

Section 7.5: The Vice President of Programs.
The Vice President of Programs shall appoint the chair(s) of the Programs Committee(s). He/she shall direct and assist in the development of activities (monthly and special programs) that are consistent with the goals of serving the professional and advancing the profession as established by the Chapter, SHRM and the Human Resource Certification Institute (HRCI). He/she shall have such other powers and perform such other duties related to programs as the President may determine.

Section 7.6: The Vice President of Communications.
The Vice President of Communication shall appoint the chair(s) of the Communications Committee(s). He/she shall direct internal (publications and website) and external (public relations and media) communications and liaison activities that are consistent with the goals of serving the professional and advancing the profession as established by the Chapter and SHRM. He/she shall have such other powers and perform such other duties related to communications as the President may determine.

Section 7.7: The Vice President of Development.
The Vice President of Development shall appoint the chair(s) of the Development Committee(s). He/she shall direct and assist in the development of activities (certification, college relations, mentoring and scholarships) that are consistent with the goals of serving the professional and advancing the profession as established by the Chapter, SHRM and HRCI. He/she shall have such other powers and perform such other duties related to development as the President may determine.

Section 7.8: The Vice President of Workforce.
The Vice President of Workforce shall appoint the chair(s) of the Workforce Committee(s). He/she shall direct and assist in the development of activities (diversity and workforce readiness) that are consistent with the goals of serving the professional and advancing the profession as established by the Chapter and SHRM. He/she shall have such other powers and perform such other duties related to workforce issues as the President may determine.

Section 7.9: SHRM Core Leadership Areas (CLA).
Core Leadership Areas identified by SHRM shall be represented among the officers of the Chapter Board of Directors. When SHRM changes its CLA designations, the President shall ensure Board representation of the CLA by reassignment of duties among current officers. New officer positions may be determined necessary and added through the normal election process as outlined in Article 6 of these Bylaws. All Board officers are responsible for awareness sessions and initiatives in the particular CLA as determined by the President and the Board.

Section 7.10: Past-President.
The Past President serves as an advisor to the President, and fulfills such duties as requested by the President and/or Board of Directors. He/she shall direct and assist in the development of community service activities that are consistent with the goals of serving the professional and advancing the profession as established by the Chapter and SHRM. In the event the immediate Past-President vacates the position on the Board, the position shall be filled by the most recent Past-President who will accept the position.

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.

Section 8.3: Committee Chairpersons.
Appointment of Chairpersons to committees is the responsibility of the Board Officer who has oversight over the particular committees. The Chairperson and the Board Officer(s) 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.

ARTICLE 9

ELECTRONIC VOTING

Mail or electronic ballots can be used for the all voting by chapter members including but not limited to the election of officers, provided the Chapter has had at least one in-person meeting that year.

 

ARTICLE 10

STATEMENT OF ETHICS

Section 9.1: Code of Ethics. The Chapter adopts the SHRM Code of Ethical and Professional Standards in Human Resource Management for members of the Chapter to promote and maintain the highest standards among its members. Each member shall honor, respect and support the purposes of this Chapter and of SHRM.

Section 9.2: Non-Solicitation.
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.

ARTICLE 11

PARLIAMENTARY PROCEDURE

Meetings of the Chapter shall be governed by the rules contained in Robert's Rules of Order, Newly Revised, including Procedures for Small Boards in all cases to which they are applicable and in which they are consistent with the Law and the Bylaws of the Chapter.

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 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 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 the SHRM Foundation at the time of dissolution.

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

TERMS USED

As used in these Bylaws, feminine or neuter pronouns shall be substituted for those of the masculine form, and the plurals shall be substituted for the singular number in any place where the context may require such substitution or substitutions.