MT|SHRM Chapter By-Laws

Bylaws of the   MIDDLE TENNESSEE CHAPTER – SOCIETY FOR HUMAN RESOURCE MANAGEMENT      

ARTICLE 1   NAME AND AFFILIATION    

Section 1.1: Name. The name of the Chapter is Middle Tennessee Society for Human Resource  Management (herein referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as Middle Tennessee SHRM or MT|SHRM 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 the Tennessee SHRM 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   OFFICES    

The principal office of the Chapter shall be located at such place as shall be determined by the Board of Directors.

ARTICLE 3   PURPOSES    

The purposes of this Chapter, as a non-­‐profit organization, are to:

  • Provide a forum for the personal and professional development of our members;
  • Provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;
  • Provide an arena for the development of trust relationships where common problems can be discussed and deliberated;
  • Provide an opportunity to focus on current human resource management issues of importance to our members;
  • Provide a focus for legislative attention to state and national human resource management issues;
  • Provide valuable information gathering and dissemination channels;
  • Provide a pool of human resource management leaders for perpetuation of the Chapter and of SHRM;
  • Serve as an important vehicle for introducing human resource management professionals to SHRM;
  • Serve as a source of new members for SHRM; and
  • 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 to:

  • Be a recognized world leader in human resource management;
  • Provide high‐quality, dynamic and responsive programs and service to our customers with interests in human resource management;
  • Be the voice of the profession on human resource management issues;
  • Facilitate the development and guide the direction of the human resource profession; and
  • Establish, monitor and update standards for the profession.  


ARTICLE 4   MISSION STATEMENT

The mission of the Chapter is to be recognized in the communities we serve as leaders in Human Resource   Management by (a) providing high quality, dynamic and responsive programs and services to our members, (b) being the voice of the profession on human resource management issues, and (c) facilitating the development of our members and guiding the growth of the Human Resources profession.        

ARTICLE 5   TERRITORY    

The territory of the Chapter shall be the total area of Davidson County, Tennessee, contiguous counties to  Davidson County, Dickson County and such other counties as is practicable and as determined from time   to time by the Board of Directors.      

ARTICLE 6   FISCAL YEAR    

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

ARTICLE 7   MEMBERSHIP    

Section 7.1: Qualifications for Membership.The qualifications for membership in the Chapter shall be as stated in Sections 7.3 – 7.8 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 7.2: Non‐transferability of Membership. Membership in the Chapter is neither transferable nor assignable.    

Section 7.3: Individual Membership. Membership in the Chapter is held in the individual's name, not an organization with which the member is affiliated.    

Section 7.4: Professional Members. Professional membership shall be granted to those individuals who are engaged as one or more of the following: (a) practitioners in the field of human resource management or related disciplines; (b) faculty members holding an assistant, associate or full professor rank in human resource management or any of its specialized functions at a college or university and have at least three years of experience at this level of teaching; (d) full-­‐time consultants with at least three years’ experience practicing in the field of human resource management; and/or (e) full-­‐time attorneys with at least three years’ experience in counseling and advising clients on matters relating to the human resource profession. Professional members may vote and hold office in the chapter.    

Section 7.5: Associate Members. Individuals in non-­‐human resource management professions as well as   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.   Associate members may vote and hold office in the Chapter.    

Section 7.6: Student Members. Individuals who are (a) enrolled either as full‐time or part‐time students, at   freshman standing or higher; (b) enrolled in the equivalent of at least six (6) 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 7.7: Past President Life Members. Life Membership will be conferred on each Past President in appreciation of their service and leadership to the Chapter. Past President Life Members will be entitled to all privileges of Professional Members. There will be no annual dues applicable to this class of membership.    

Section 7.8: Transitional Membership. Professional members who become unemployed or move into a non‐human resources position may retain their membership until their renewal date. Members who are unemployed following their renewal date may apply for Transitional Membership. To be eligible, members must be actively involved in the MT|SHRM Career Transition Group and agree to re-­instate their Professional Membership upon employment.    

Section 7.9: Application for Membership. Application for membership shall be on the Chapter application form found online at www.mtshrm.org. All applications shall be reviewed by the Chapter Management Professional and approved by the Membership Director or his/her designee. New members shall be afforded full membership rights from the date of application approval.      

Section 7.10: Voting. All members of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Votes shall be tallied by the Executive Director.      

Section 7.11: Dues. Annual membership dues shall be established for the next year by the Board of Directors prior to January 1 of each year. Annual chapter dues shall be discounted for individuals who are members of both SHRM and the Chapter. The amount of discount will be determined by the Board of Directors prior to January 1 of each year.      

ARTICLE 8   MEMBER MEETINGS    

Section 8.1: Regular Meetings. Regular meetings of the members shall be held on the date and time as determined by the Board of Directors.    

Section 8.2: Annual Meetings. The annual meeting of the members for electing Directors and Officers, and conducting other appropriate business shall be on the date and time as determined by the Board of Directors.    

Section 8.3: 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 8.4: 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 8.5: 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, by conference call, or by email 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 9   BOARD OF DIRECTORS    

Section 9.1: 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 9.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the   Chapter: President, President-­‐Elect, Treasurer and Secretary.    

Section 9.3: Composition of the Board of Directors. Along with the Officers listed in Section 9.2 of this   Article, the Board of Directors shall also include Core Leadership Area Directors and the 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 9.4: Qualifications. All candidates for the Board of Directors must be a member 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 of SHRM throughout the duration of his/her term of office.    

Section 9.5: Election -­‐ Term of Office. Officers and Directors 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.    

Section 9.6: 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 9.7: 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 9.8: 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   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 9.9: 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 10   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 Board. The position descriptions are   subject to change as deemed necessary by the President and/or the Board.    

Section 10.1: The President. The President shall preside at the meetings of the members and of the Board   of Directors and Executive Committee as chair. He/she shall direct and have charge and supervision of   the Chapter’s Directors, committees chairs, vice chairs and volunteers, 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 10.2: 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.      

Section 10.3: 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, and shall certify results   of all Chapter elections. The Executive Director shall serve as the Secretary, without voting privileges. The chapter requires the Secretary to be a current member in good standing of SHRM throughout the   duration of his/her term of office.    

Section 10.4: 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. He/she shall also perform such other duties as   the President may determine. The chapter requires the Treasurer to be a current member in good standing of SHRM throughout the duration of his/her term of office.    

Section 10.5: Core Leadership Area (CLA) Directors. There shall be six (6) Core Leadership Area Directors who are voting members of the Board: Programs Director, Membership Director, Legislative Affairs Director, Workforce Readiness Director, Professional Development Director, and Diversity & Inclusion Director. Each CLA Director 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. The chapter requires each CLA Director to be a current member in good standing of SHRM throughout the duration of his/her term of office.    

Section 10.8: 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. The chapter requires the Past President to   be a current member in good standing of SHRM throughout the duration of his/her term of office.      

ARTICLE 11   EXECUTIVE DIRECTOR    

The Executive Director shall be the chief executive officer of the Chapter responsible for the business and   operations of the organization, and staff and personnel. The Executive Director shall formulate plans and   advise on policies for the accomplishment of the Chapter’s objectives, and, upon the approval of the   Board, shall be responsible for their administration. The Executive Director shall prepare an annual budget for approval by Board; shall have charge of the Chapter’s funds, discharge its obligations, and maintain its accounts; and shall be responsible for the management and implementation of the Chapter’s investment policies. In addition to the employment of staff, the Executive Director is authorized to contract such person or persons, in his/her judgment, that are necessary or desirable to render professional services for the administration and management of the Chapter, and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons. Such services include, but are not limited to, legal services, consulting services, and financial services within the approved budget. The Executive Director shall perform such other duties as may be described elsewhere in these Bylaws or assigned by the Executive Committee and the Board and shall inform the Board of programs and procedures which are considered to contribute to the effectiveness of the Chapter. The Executive Director shall serve as an ex officio member of Board of Directors and Executive Committee as Secretary, without voting privileges.      

ARTICLE 12   COMMITTEES    

Section 12.1: Committees. The establishment of both standing and ad-­‐hoc committees shall be the right of   the Board of Directors.    

Section 12.2: Executive Committee. There will be an Executive Committee consisting of the President,   Secretary, Treasurer, President-­‐elect and one additional member of the Board. The Executive Director   shall act as the Secretary. Between meetings of the Board of Directors, the Executive Committee shall   have and may exercise in the absence of specific direction of the Board of Directors, all powers of the   Board of Directors in the management of the business and affairs of the Chapter. The Executive Committee shall report its actions to the Board of Directors at the next meeting of the Board.    

Section 12.3: Committee Organization. Committees in addition to the Nominating Committee are   established by resolution of the Board of Directors.    

Section 12.4: 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 12.5: Committee Activity. Committees are established to provide the Chapter with special ongoing   services, such as Sponsorship, Communications, Marketing/Public Relations, Social Media, Awards &   Scholarships, State Conference, etc.

ARTICLE 13   ELECTRONIC VOTING

Mail or electronic ballots can be used for the election of Directors provided the Chapter has had at least   one in-­‐person meeting that year.      

ARTICLE 14   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. No member shall actively solicit business from any other member at Chapter meetings without the approval from the Board of Directors.      

ARTICLE 15   PARLIAMENTARY PROCEDURE

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 16   AMENDMENT OF BYLAW

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 17   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 18   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 19   TERMS USED

As used in these Bylaws, feminine or neutral 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.  

Ratified by the Membership of Chapter and signed by:  

Pam Green, SPHR, SHRM Chief U.S. Membership Officer and Dennis Stull, SPHR, MT|SHRM President (signatures on file). 

Revision date 11-12-13