By-Laws of the Cleveland Society for Human Resource Management
Adopted January 1, 1980, and as amended
Amendment Effective March 1, 2015
ARTICLE I – NAME AND AFFILIATION
Section 1: Name
The name of the organization shall be Cleveland Society for Human Resource Management, herein referred to as the Chapter. To avoid potential confusion, the Chapter will refer to itself as the Cleveland Society for Human Resource Management or Cleveland SHRM or CSHRM and not as SHRM or the Society for Human Resource Management.
Section 2: Affiliation
The Chapter is an active affiliate of the Society for Human Resource Management, herein referred to as SHRM.
Section 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 II – MISSION / VISION / CODE OF ETHICS
Section 1: Mission and Vision
Mission: Developing HR Professionals to Advance Their Organizations
Vision: Cleveland SHRM will become the first resource in Northeast Ohio for all HR professionals
Section 2: Code of Ethics
The Chapter adopts SHRM's Code of Ethical and Professional Standards in Human Resource Management for members of the Chapter in order to promote and maintain the highest standards among its members. Each member shall honor, respect and support the purpose of this Chapter and 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 or through the use of information provided to him/her as a member of the Chapter without the approval from the Board of Directors.
Section 3: Ethics Pledge
As a member of the Chapter, a local chapter of SHRM, I pledge to honor the following:
Maintain the highest standards of professional and personal conduct.
Strive for personal growth in the field of human resource management.
Support the SHRM goals and objectives for developing the human resource profession.
Encourage my employer to make fair and equitable treatment of all employees a primary concern.
Maintain the confidentiality of privileged information.
Refrain from using my membership in Cleveland SHRM as an avenue for solicitation of business for my employer or my personal business.
This Code of Ethics for the members of Cleveland SHRM has been adopted to promote and maintain the highest professional standards of personal conduct and standards among its members. Additionally, it has been adopted to protect regular members of the Chapter from being solicited during chapter meetings. Violations of this code of ethics should be reported to any member of the Chapter Board of Directors for action by the full board.
ARTICLE III– FISCAL YEAR
The fiscal year of the Chapter shall be July 1 to June 30.
ARTICLE IV – MEMBERSHIP
Section 1: General Provisions
The qualifications for membership in the Chapter shall be as stated in Sections 2 thru 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 legally protected class.
Individual membership in the Chapter is contingent upon that individual meeting the description of one of the membership categories below. All memberships in the chapter are individual memberships, not corporate memberships. Succession, transfer or assignment of membership from one person to another is not permitted.
All new memberships within Cleveland SHRM shall become effective as provided within Section 11 of this Article. Memberships shall be renewable on an annual twelve (12) month term effective the first of the month the application was approved or January 1 for all members having remained in continuous good standing that were approved prior to December 31, 2012.
A member whose membership lapses, regardless of the reason, will be eligible to rejoin by qualifying for membership according to the membership classifications listed below.
The Board encourages all Cleveland SHRM members to maintain concurrent membership in SHRM.
Section 2: Professional Membership
Professional membership shall be limited to those individuals actively engaged in a bona fide human resources role, including areas of specialization. Professional membership shall also comprise of those individuals who devote their time advising, developing or representing organizations on human resources, including areas of specialization. Professional members may vote and hold office in the chapter.
Section 3: Affiliate Partner Membership
Affiliate Partner membership is for any individual who does not qualify for any other membership category, yet individuals in the human resource profession represent a primary client group or network and these individuals would benefit from the opportunity of networking with Cleveland SHRM. Dues for the HR Partner membership may include a surcharge in excess of the Regular membership dues.
Section 4: Student Membership
Student membership shall be granted to applicants currently enrolled in a program supporting a degree in Human Resource Management or other related field of study. The applicant must be actively enrolled in an accredited undergraduate or graduate level degree program related to human resources or its areas of specialization or have successfully completed and graduated from such a program within the past twelve (12) months. Student members shall have all other rights, responsibilities and privileges of Professional members
Section 5: Past President
Life membership will be granted for Past Presidents of Cleveland SHRM in recognition and appreciation for their service to the organization. Such membership shall grandfather Past Presidents from 1980 to current. There are no annual dues required for the life of members qualifying under this category. Past President members shall otherwise have all rights, responsibilities and privileges as Professional members.
Section: 6 Honorary Life Membership
Any member of the Chapter may be elected to Honorary Life membership in the Chapter by a majority vote of the Board of Directors. In order to qualify for this category, an individual must be at least age fifty-five (55) and have been a member of Cleveland SHRM, or its previous entities, for at least ten (10) consecutive years. There are no annual dues required for the life of members qualifying under this category. Individuals who do not meet the above qualifications may still be elected into this category by the Board of Directors and two-thirds (2/3) vote by the Board. Honorary Life members shall otherwise have all rights, responsibilities and privileges of Professional members.
Section 7: Retiree Membership
Retiree membership is available to individuals that have devoted careers to the human resource field as required for Professional Membership, but have retired from active employment. Cleveland SHRM recognizes the dedication members meeting this category have shown to the field of human resources and encourages retiree members to remain active and vibrant within the Cleveland SHRM chapter. Retiree members shall have all rights, responsibilities and privileges of Professional members.
Section 8: In Transition Membership
In transition membership is available to individuals whose last position would have otherwise qualified them for any other membership category. . In transition membership shall not extend beyond two (2) consecutive membership year. In transition members shall have all rights and responsibilities of Professional members.
Section 9: Membership Application / Approval
Application for Membership shall be made in written or electronic form in a format furnished by the Chapter. The Vice President of Membership shall have responsibility for review and approval of new member applications based upon the uniform and consistent application of the established criteria for membership as set forth in these Bylaws. Shall the Vice President of Membership become incapacitated, the office vacated or otherwise absent the President-Elect shall assume this authority until such time as the Vice President of Membership returns or is installed. Membership shall not be final until the application has been approved and associated dues have been received in full.
Section 10: Termination of Membership
Membership status, once granted, may not be involuntarily terminated except for good cause as determined by the Board of Directors. In such cases, a two-thirds (2/3) vote for termination by the Board of Directors is required. Members may voluntarily terminate their membership through resignation. No reimbursement of dues shall be made.
Section 11: Fees and Dues of Members
All Members shall pay annual dues, to be determined each year by the Board of Directors, before the first day of the month in which the membership renews or upon admission to the membership. Membership shall be terminated automatically for non-payment of dues sixty (60) days after the established date for payment of dues. The board may elect to allow electronic automatic instalment membership payments at its discretion. Instalments will be based upon the normal membership dues for the category of membership plus any applicable transaction fee charged for such transactions. Non-payment for instalment payments will have the same effect as non-payment of annual dues.
ARTICLE V – MEETINGS OF MEMBERS
Section 1: Regular Meetings
Regular meetings shall be held monthly at such times and places as the Board of Directors may designate, except that no meeting will normally be held in March, July and August.
Section 2: Annual Conference
Each year, the Chapter shall host the Northern Ohio Human Resource Conference, herein after referred to as NOHRC. This conference and its committee will be led and coordinated by the NOHRC Chair, an appointed Board of Directors position that reports to the President.
Section 3: Special Meetings
Special meetings may be held at such times and places as scheduled by the Board of Directors or by written request of a minimum of fifty of the members.
Section 4: Notice of Meetings
Notices of meetings shall be emailed to each Member at least ten (10) days prior to such meetings. All meetings will be open to members and guests, unless otherwise announced.
Section 5: Quorum
At all meetings, a quorum for the transaction of business shall constitute attendance which equals fifteen percent (15%) or more of Professional Members.
ARTICLE VI - OFFICERS AND BOARD OF DIRECTORS
Section 1: Board of Directors
The Board of Directors of this Chapter shall consist of ten (10) elected Officer positions, President, President-Elect, Past President, Vice President - Finance, Vice President - Programs, Vice President - Membership, Vice President - Sales, Vice President - Education, Vice President – Diversity, and Vice President - Communication. The dates of yearly terms will run from July 1 through the following June 30. The Officers of the Chapter serve in a volunteer capacity and receive no compensation, other than reimbursement of approved Chapter expenses associated with performing their duties on behalf of the Chapter.
The Board of Directors shall also include appointed board positions, which include: NOHRC Chair, Workforce Readiness Chair, Legal Chair, Volunteer Coordinator, Marketing Coordinator, Assistant Treasurer, Chapter Champion, Staffing Management Association Chair, Total Rewards Chair and Learning & Development Chair. The Officers will annually determine the number and definition of the appointed board position. Positions may be created or modified to run a new initiative or program or to enhance the profile of a current initiative.
Section 2: Qualifications and Terms of Office
The President shall serve a four (4) year term upon election. The first two (2) years of term, the elected will serve as President-Elect and the second two years as President. As Past President, the elected will serve as an ex officio to the Board for a term of two years immediately following his or her term as President. The president shall maintain a National SHRM Membership and must be a member in good standing. Upon the end of the term, the current Chapter President will assume the duties of Past President, current President-Elect will assume the duties of President, and an election will be held for the position of President-Elect. Eligibility to run for President-Elect will consist of being an active Chapter and SHRM member and having served a minimum of two (2) years on the Board in an elected or appointed position.
The Vice President - Finance shall serve a three (3) year term upon election. Eligibility to run for VP Finance will consist of being an active Chapter and SHRM member, and prior chapter volunteer experience.
Vice President - Programs, Vice President - Membership, Vice President - Sales, Vice President - Education, Vice President – Diversity and Vice President - Communication will each serve a two (2) year term upon election. The Vice President of Membership will complete a two year term ending in even years. All other Vice Presidents shall serve terms ending in odd years. Eligibility to run for any of these positions will consist of being an active Chapter and SHRM member and a minimum of one (1) year committee membership as a volunteer.
Appointed positions will each serve a one (1) year term, concurrent with the elected terms, and will be selected by the Officers.
Certification through SHRM is strongly recommended for all Board of Directors.
Section 3: Voting
Only elected Officers may vote on financial matters of the Chapter and the selections to the appointed board positions. In the event of a tie, the Past President will abstain from voting.
Section 4: Replacement
If during a term of office a member of the Board of Directors dies while in office, resigns or is removed from their position, the Officers shall appoint an interim replacement, with a vote of the Officers in which a quorum exists, until the next election can be held.
Section 5: Power and Oversight
The Board of Directors shall have the power and authority to act in the general management of affairs of this Chapter and shall fill vacancies occurring in office or on the Board of Directors between elections. They may adopt rules for the direction of the Chapter's business in carrying out the purposes for which it is organized. They shall also be responsible for securing periodic audits of the records of the Chapter.
The President shall preside over meetings of this Chapter and of the Board of Directors. In the President's absence, the President-Elect shall officiate. In the absence of both the President and the President Elect, the Past President shall officiate.
In the event that the President, President Elect, and Past President are unable to perform the duties of President, the Board of Directors shall appoint a president pro tempore from the remaining members of the Board of Directors until the elected officers can assume their regular duties or until the next regular election whichever is earlier.
Section 6: Board Meetings
The Board of Directors shall meet each month, unless specifically noted by the current President. All Board of Directors are required to attend the meetings. Failure to attend three (3) Board meetings may result in removal from the Board.
At meetings of the Board of Directors, fifty one percent (51%) of Officers constitutes a quorum. Motions may be passed by a plurality of board members present providing the attendance constitutes a quorum, except for the termination of membership for good cause of a member which requires a two-thirds (2/3) vote of the entire Board of Directors.
Section 7: Executive Committee
An Executive Committee shall be established and will consist of 3 officers of the Board of Directors. These will include President, President Elect and another elected Officer, as determined by the President. This committee shall make any executive decisions pertaining to Board business.
Section 8: Removal of Director
Any 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 Director shall be entitled to a due process hearing prior to any termination action being imposed.
ARTICLE VII - ELECTION OF OFFICERS AND BOARD OF DIRECTORS
Section 1: Nominating Committee
A nominating committee, appointed by the President – Elect in February of each year, and consisting of the Past President, President-Elect, and two (2) other active members of the Chapter will assist in identifying candidates for position vacancies. The committee shall make its first report at the March Board of Directors Meeting and the final report at the April meeting, at which time, the ballot will be approved and finalized.
Section 2: Elections
Elections will be held annually in April and ballots distributed via regular or electronic mail or via the Chapter website, and nominees receiving the highest number of votes will be declared the winners. In the event of a tie, the Nominating Committee will supervise a vote of the current elected Board of Directors to determine the winner.
Section 3: Proxies
Members may, through written proxies, authorize others to vote in their absence at any meeting or election, provided others so authorized are also Members and such proxies are filed with the Board of Directors before the votes are tabulated.
ARTICLE VIII - DUTIES OF OFFICERS
Section 1: President
The President shall be the chief executive officer of the Chapter. He or she shall have general charge and supervision of the affairs and business of the Chapter. He or she shall appoint, with the approval of the Board of Directors, the chairperson of any special committee and perform generally all duties usually incident to such office, as well as other duties as may be required by the Board of Directors. The President shall maintain a National SHRM Membership and must be a member in good standing throughout the duration of his/her term of office.
Section 2: President-Elect
The President-Elect shall assist the President in administrative, managerial, and executive duties, and in case of the President’s absence, shall perform all the duties of the President. President Elect is also responsible for submitting the SHRM Affiliate Program for Excellence (SHAPE) to SHRM. The nominating committee shall report to the President-Elect. The President-Elect shall maintain a National SHRM Membership.
Section 3: Past President
Past President shall chair the Advisory Committee of the Chapter. The Past President shall maintain a National SHRM Membership.
Section 4: Vice President - Programs
The Vice President - Programs shall be responsible for selecting speakers, and arranging all programs, coordinating facility arrangements for all chapter meetings and approving the program announcements and evaluation forms. Program year is July 1 to June 30.
Section 5: Vice President - Membership
The Vice President - Membership shall be responsible for membership promotion, for processing and investigation of membership applications, send dues notices, process new member information and maintain a current roster of membership, coordinate printing of the membership roster, secure advertising for the roster as well as changes in duties or status of existing membership and for notifying newly approved members of such approval. The appointed position Volunteer Chair shall report to the VP Membership. The VP Membership shall maintain a National SHRM Membership.
Section 6: Vice President - Education
The Vice President - Education will be responsible for encouraging participation in SHRM certification, coordinating involvement with partner organizations, and building relationships with student chapters. The appointed positions of Workforce Readiness Coordinator shall report to the VP Education. The VP Education shall be certified by SHRM.
Section 7: Vice President - Sales
The Vice President - Sales shall coordinate Chapter activity in obtaining sponsorship for its various meetings and events throughout the program year, including NOHRC. The Chapter Champion will report to the VP Sales.
Section 8: Vice President - Communication
The Vice President - Communication shall establish and manage media relationships, serve as a liaison to the Chapter’s newsletter editor, and write and submit articles to HR related publications. The appointed position Website Coordinator shall report to the VP - Communication. In addition, this position will oversee all general chapter communications.
Section 9: Vice President - Finance
The Vice President - Finance shall coordinate the annual budget process and, receive all monies, income, and receipts of the Chapter. He or she shall deposit all money in a banking institution approved by the Board of Directors and pay all financial obligations incurred by the Chapter as prescribed by the Board of Directors. He or she shall keep the Board of Directors informed concerning the Chapter’s financial position and make recommendations as needed. He or she shall submit to the Board of Directors a complete financial statement at the close of the fiscal year and prepare the required federal and state tax returns for the fiscal year in which he or she served. VP of Finance will also coordinate the financial aspects of community involvement efforts of the Chapter. The appointed position of Assistant Treasurer will report to the VP - Finance.
Section 10: Vice President – Diversity
The Vice President of Diversity shall create and build diversity programs on behalf of the Chapter; provide diversity education for members; identify, coordinate, and communicate diversity resources; establish an annual collaborative diversity workshop; and audit chapter activities for diversity perspective and actions. The VP Diversity oversees a Diversity Committee.
ARTICLE IX- THE CHAPTER ADMINISTRATOR, DUTIES AND COMPENSATION
The Chapter Administrator shall serve as the Administrative Management Professional for the Chapter. It will be the duty of the Chapter Administrator to keep accurate records of the Board of Directors and all meetings, give all notices required by the Bylaws and by the Officers, and to have all Corporate books and records, excepting the financial records kept by the VP Finance. The Chapter Administrator shall provide administrative support to Board of Directors and Committees as arranged; shall keep and maintain the Chapter membership database and publish the member directory; shall coordinate new member applications with national SHRM and the Membership Committee; provide all mailing services for members and coordinate meeting registration; provide assistance at the registration desk for chapter programs; and perform other duties as assigned by the Board of Directors.
The Chapter Administrator shall report to the President. The Chapter Administrator is not an employee of the Chapter, but provides services as an outside contractor. Compensation is as determined by the Board of Directors. The Chapter Administrator shall, as directed by the Board of Directors, attend training programs / updates for Chapter Management Professionals run by SHRM.
ARTICLE X - INDEMNIFICATION
The Chapter shall indemnify a Director or officer or former Director or officer of the Chapter, or any person who may have served at its request as a Director or officer of another association or corporation, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with defense of any action, suit, or proceeding, whether civil, administrative, or investigative, in which he or she was, is made, or is threatened to be made, a party by reason of being or having been a Director or officer or former Director or officer of the Chapter, or serving or having served at its request as a director or officer of another association or corporation, except in relation to matters as to which the person’s acts or omissions are adjudged in the action, suit, or proceeding to be a breach of the person’s duty to the Chapter. Such duty to the Chapter shall be to discharge the duties of the office in a manner that does not constitute wilful misconduct or recklessness in the exercise of good faith and reasonable belief that the action or actions were in or not opposed to the best interests of the Chapter. The termination of any action, suit, or proceeding by adverse judgment, order, or settlement (whether with or without court approval) shall not, alone, create a presumption that the Director or officer or former Director or officer of the Chapter, or any person who may have served at its request as a director or officer of another Chapter, did not properly discharge his duty to the Chapter or corporation. If several claims, issues, or matters are involved, a Director or officer or former Director or officer of the Chapter, or any person who may have served at its request as a director or officer of another corporation, may be entitled to indemnification concerning some matters even though indemnification may or can not be given concerning other matters. Any director or officer serving in any capacity for another association or corporation, who were it not for the influence or vote of the Chapter would not be serving, shall be deemed to be serving at the request of the Chapter. In addition:
To the extent that an individual has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in this Article X, or in defense of any claim, issue or matter therein, the individual shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred in connection therewith.
Any indemnification against underlying liability provided for in this Article X (unless ordered by court) shall be made by the Chapter only as authorized in the specific case upon a determination that indemnification of any Director or officer, or former Director or officer of the Chapter, or any person who may have served at its request as director or officer of another association or corporation, is proper in the circumstances because the person met the applicable standard of conduct set forth in this Article X. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding, (b) if such independent quorum is not obtainable, by majority vote of a committee duly designated by the full Board of Directors (in which designation directors who are parties may participate), consisting solely of one or more directors not at the time parties to the proceeding; (c) by special legal counsel (1) selected by the independent quorum of the Board of Directors (or the independent committee thereof if no such quorum can be obtained), or (2) if no such independent quorum or committee thereof can be obtained, selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (d) by the members, who are not directors who are at the time parties to the proceeding. Notwithstanding the foregoing, any Director or officer or former Director or officer of the Chapter, or any person who may have served at its request as a director or officer of another association or corporation, shall be able to contest any determination that he or she has not met the applicable standard of conduct by petitioning a court of appropriate jurisdiction.
Expenses incurred in defending any action, suit, or proceeding, whether civil administrative, or investigative, may be paid by the Chapter in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of any Director or officer or former Director or officer of the Chapter, or any person who may have served at its request as director or officer of another association or corporation, to repay the amount paid by the Chapter if it shall ultimately be determined that he or she is not entitled to indemnification as provided herein. No advance shall be given if the Chapter has completed the determination of conduct procedure as provided for in Section 3 of this Article X and it is determined that the individual will be precluded from indemnification.
The indemnification provided by this Article X shall not be deemed exclusive by any other rights to which those seeking indemnification may be entitled under any Bylaws, agreement, vote of members or disinterested Directors, as a matter of law, or otherwise, both as action in the Director’s or Officer’s official capacity and as to actions in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
The indemnification and advancement of expenses provided by, or granted pursuant to this article, shall vest at the time of occurrence of performance of any event, act or omission giving rise to any action, suit or proceeding of the nature referred to in these Articles and, once vested, repeal, alteration or other modification of any or all of these provisions.
ARTICLE XI - 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 XII - 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 (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 XIII - AMENDMENT OF BYLAWS
The Bylaws may be amended by a majority vote of the members present at any meeting at which a quorum exists or by a majority vote of votes cast by electronic means and in which required notice has been met through either voting means. 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 XIV – 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.