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HUMAN RESOURCE ASSOCIATION OF PALM BEACH COUNTY BYLAWS

Article I. Names and Relationships
 
Section 1. Names
The name of this Chapter is the Human Resource Management Association of Palm Beach County d/b/a the Human Resource Association of Palm Beach County, also referred to as HRPBC, a not-for-profit Florida corporation. This Chapter is affiliated with the Society for Human Resource Management (here in referred to as "SHRM”). 
 
Section 2. 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 II. Membership 

Section 1. Qualifications for Membership
The qualifications for membership in the Human Resource Association of Palm Beach County shall be stated in this article. Generally, all individuals seeking membership in the Human Resource Association of Palm Beach County must live or be business based or have a business interest in Palm Beach County at the time of making application. All individuals seeking a membership in the Chapter must be a member of the Society for Human Resource Management (SHRM). 
 
Memberships are individual and are not transferable to other individuals. 
 
Section 2. Professional Members
Professional membership shall be limited to those individuals who are engaged as one or more of the following: (a) practitioners of human resource management at the exempt level for at least three years; (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 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 3. Associate Members
Individuals in non-exempt human resource management positions as well as those individuals who do not meet the professional member category, but who demonstrate a bona fide interest in human resource management and the mission of the Chapter, including national affiliate members. Associate members may not vote and may not hold office in the Chapter. 
 
Section 4. Student Members
Individuals who are actively enrolled in human resources degree programs at the college or university level. Student members may not vote and may not hold office in the Chapter. Student members must be national student members of the Society for Human Resource Management (SHRM). 
 
Section 5. Honorary Members
Honorary membership may be conferred upon individuals who are SHRM members by a majority vote of the officers of the Board of Directors. Honorary members may not vote and may not hold office in the Chapter, and shall not be liable for dues.  Honorary member must be national members of the Society for Human Resource Management (SHRM).

Section 6: Retired Members
A chapter member who has retired from active full-time employment and has attained a minimum of ten (10) years of Professional or Associate membership may apply to HRPBC for Retired membership.  Retired members may vote and hold office in the chapter.

Section 7: Application for Membership
All applications for membership, together with required supporting documentation and the appropriate dues payment, shall be submitted to the Membership Committee for review. These applications for membership shall be presented to the Board of Directors who shall vote upon those applications in a timely fashion following receipt of the membership application and review by  the Membership Committee or other designee.

A majority vote of the Board of Directors is required for approval. An individual whose membership has been previously terminated by the Board of Directors must reapply for membership.

If membership becomes inactive due to non-payment or lapse of SHRM payment membership will be re-instated in accordance with operating guidelines.

Section 8. Voting
Each professional member of the Chapter shall have the right to cast one vote on each matter brought before the membership.  Associate members, Student members, and Honorary members shall have no right to vote.

Section 9: Dues
Annual membership dues shall be established for the next (calendar) year by the Board of Directors prior to the mailing of renewal notices. The Board reserves the right to not charge any annual dues for chapter members. Dues (if any)  shall be waived for Honorary members and Past Presidents of HRPBC.  

Individuals approved for membership in the fourth quarter of any year will have their dues carry forward into the following year.

Section 10: Termination of Membership
By majority vote, the Board of Directors may terminate the membership of any member who, in the judgment of the Board of Directors, fails to comply with the Bylaws of this Association or violates any of the following conditions:

  • by their actions cast adverse reflection on this Chapter, or otherwise violate this Chapter’s code of ethics; 
  • fails to pay their chapter dues by change to by January 31st  if assessed; 
  • conducts or whose guest conducts unwanted solicitation of business at any function of the association.
  • Failure to pay or failed to pay SHRM dues

Article IV. Meetings of Members

Section 1: Meetings
Regular Meetings. Meetings of the Chapter shall be held at a place and on a day determined by the Board of Directors.

Section 2. Annual Meetings.
The annual meeting of the members for electing Directors and Officers, and conducting other appropriate business shall be held in October or at such other time as determined by the Board of Directors.

Section 3. Special Meetings
Special meetings may be called at any time at the direction of the Board of Directors with a minimum of 10 calendars day notice to the membership. 
 
Section 4. Quorum
Five percent (5%) of the chapter’s professional members, represented in person or electronically, shall constitute a quorum. The method of voting shall be determined in advance by the Board of Directors and the membership shall be provided with at least 30 days notice.  The vote of the majority of professional members at which a quorum is present shall be necessary for the adoption of any matter voted on by the members. Proxy votes and  call-in votes will not be accepted.

Article IV. Board of Directors

Section 1. Number
The Board of Directors shall consist of nine individuals. The following shall be members of the Board of Directors and be officers of the Chapter: President, Past President, President Elect , Treasurer and Secretary. Four (4) additional At-Large Directors shall be elected from among the eligible membership and members of the Board of Directors. Because of their knowledge and experience, the Nominating Committee may give preference to considering Past Presidents of SHRM affiliated chapter for At-Large Board positions. 

Section 2. Qualification
All candidates for the Board of Directors must be active professional members of the Human Resource Association of Palm Beach County in good standing at the time of nomination or appointment. Board members may not be elected to serve more than two consecutive terms in the same position. The association will pay SHRM dues when the President is unable to receive support from his or her employer.

Section 3. Election - Term of Office
(a) Nominations
The President Elect shall chair the nominating committee of three or more members he or she appoints prior to the August meeting; the names of which will be announced a the August meeting.

It shall be the duty of this committee to submit a proposed slate of nominees to fill the vacancies on the Board of Directors to the general membership at the September meeting.  Additional nominations may be made from the floor at the September meeting, although it shall be the duty of this committee to verify the eligibility of any additional nominees to hold office.  Only in the event the September monthly meeting must be cancelled the slate of nominees will be presented either electronically or via U.S. mail.  Additional nominations may be made from the floor at the October meeting and elections would then be held at the at November meeting. 

(b) Elections
Elections shall be generally held at the October meeting.  The newly elected officers and directors shall assume office as of the next January 1. In the event of nominations of more than one member for an office, voting for that office shall be by separate and secret ballot of the professional members; otherwise, unopposed nominations may be voted upon by acclamation. A majority of the professional members constituting a quorum  necessary to elect any officer or director.

(c) Electronic Voting
Mail or electronic ballots can be used for the election of Officers and  Directors provided HRPBC has had at least one in-person meeting that year.  

(d) Term of Office
The Chapter’s officers and Board of Directors shall hold office for two (2) years or until his or her successor is elected and takes office. A director may succeed him or herself in the same position no more than twice; however, President shall be a one year term with option to stay another year.  

(e) Vacancies
The President may appoint a member to fill any vacancy in the Board with the consent of the majority of the Board of Directors. In the event the President vacates his or her office for any reason, the  President Elect shall fill the unexpired term.

Section 4. Quorum
A simple majority of the total Board of Directors shall constitute a quorum for the transaction of business. Should a quorum be present, the actions of the majority of the Directors present shall be the actions of the Board of Directors as a whole.
 
Section 5. Board of Directors’ Responsibilities
The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in the Articles of Incorporation or Bylaws. The board of directors shall manage and control the property, business and affairs of the Chapter and in general exercise all powers of the Chapter.

Section 6. Meetings
Meetings of the Board of Directors shall be held at times fixed by them or at the call of the President.
 
Section 7. Removal of Officers or Directors
Any Officer or Director may be removed from office, with cause, upon an affirmative vote of two-thirds of the members of the Board of Directors present at the meeting. The Officer or Director shall be entitled to a due process hearing prior to any termination action being imposed.

Article V. Officers
 
Section 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 Human Resource Association of Palm Beach County, 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 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 and shall succeed the President, if for any reason he or she vacates the office. He/she shall have such other powers and perform such other liaison duties as the Board or the President may determine.  The President-Elect shall chair the nominating committee.

Section 3.  The Past President
The Past President advises the President and other Officers and Board of Directors members regarding past practices, general operations, and other matters to assist in the smooth running of the organization.

Section 4. The Treasurer
The Treasurer shall be responsible for the financial affairs of the Human Resource Association of Palm Beach County including all required filings. These responsibilities shall include financial reports to the Board and arrangements for an audit of the accounts as may be required by the Board. He/she shall also perform such other duties as the President may determine.

Section 5. The Secretary
The Secretary shall be responsible for maintaining the minutes of all meetings of the Human Resource Association of Palm Beach County.  He/she shall also perform such other duties as the President may determine.

Article VI. Chapter Management Committees

Section1. Committee Activity
Committees are established to provide the Chapter with special ongoing services such as Programs, Membership Communications, Legislative Affairs, Professional Development, Student Chapter Affairs, Public Relations, etc.

Section 2. 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 3. 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 VI. Amendments
The Bylaws of this Chapter may be amended at any time by a two-thirds (2/3) vote of those Professional members constituting a quorum, providing a copy of the proposed amendment shall have been sent to every professional member at least one (1) week before it is voted upon.  Proposed amendments shall first receive the approval of the Board of Directors.

A copy of all proposed amendments to the Bylaws shall be forwarded to SHRM for review.  Any motion to amend the bylaws by the Board of Directors shall clearly state that it is not effective unless and until approved by the SHRM President/CEO or his/her designee. 

The Bylaws may be amended by 2/3 vote professional 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.   

Article VII. 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 HRPBC.
 
Article VIII. 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. SHRM Foundation, local student chapter, the State Council, an HR degree program, or such organization or charity with purposes consistent with those of HRPBC).

Article IX. Indemnification of Directors and Officers
 
Section 1.
Any current or former Officer or Director of the Association who is made a party to any threatened or pending legal proceeding arising out of an act or omission in connection with the performance of his or her duties as an Officer or Director shall be indemnified by the Association against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) reasonably incurred by him or her in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
 
Section 2.
The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Association and with respect to any criminal action or proceeding, have reasonable cause to believe that his or her conduct was unlawful.
 
Section 3.
Any indemnification hereunder may be made by the Association only as directed by a court or as authorized in the specific case upon determination that indemnification of the Officer or Director is proper in the circumstances because he or she has met the applicable standard of conduct set forth herein. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not party to such proceeding. If the Board in its entirety is the named party all Board members shall be eligible to vote. The Board decision shall be final and binding. If this Article or any portion of it is invalidated on any ground by a court of competent  jurisdiction, the Association nevertheless indemnifies each Officer and Director of the Association to the fullest extent permitted by portions of this Article that have not been invalidated and to the fullest extent permitted by law.
 
Article X. Withdrawal of Affiliated Chapter Status
Affiliated chapter status may be withdrawn by the President/CEO if 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 XI.
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. Note* These revised bylaws are not effective until approved and signed by SHRM CEO or designee.

Revised 04/15/10

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