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HUMAN RESOURCES ASSOCIATION OF TREASURE VALLEY BY-LAWSARTICLE I -- IDENTIFICATION Section 1.1: NAME. The name of the organization is the Human Resources Association of Treasure Valley (herein referred to as the "Association"). To avoid potential confusion, the Association will refer to itself as Human Resources Association of Treasure Valley or HRATV and not as SHRM or the Society for Human Resource Management. Section 1.2: AFFILIATION. The Association is affiliated with the Society for Human Resource Management (herein referred to as "SHRM"). Section 1.3: RELATIONSHIPS. The Association 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 Association. The Association shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. The Association shall not contract in the name of SHRM without the express written consent of SHRM. ARTICLE II -- PURPOSE The purpose of the Human Resources Association of Treasure Valley is to promote professional excellence in the development and management of human resources, integrating organizational, individual and community interest. Strategies for accomplishing this purpose include:
The Association supports the purposes of SHRM, which are to promote the use of sound and ethical human resource management practices in the profession and:
In achieving the purpose of the Association, there shall be no discrimination in individual memberships or affiliations because of race, color, ethnicity, religion, gender, age, national origin, marital status, sexual orientation, gender identity, disability, veteran’s status, or other legally protected status. ARTICLE III -- MEMBERSHIP Section 3.1: PROFESSIONAL MEMBERS. Individuals primarily engaged in the profession of Human Resource Management (HRM). The rights and privileges of Professional Members include the right to vote and hold any office in the Association. Section 3.2: LIFE MEMBERS. Any Professional Member in good standing for at least five years at the time of retirement from any firm, organization or institution may be elected to Life Membership in the Association by a majority vote of the Board of Directors. Life Members shall be entitled to all rights and privileges of membership except the right to vote or hold an Officer position in the Association. There shall be no annual dues application to this class of membership. Section 3.3: AFFILIATE MEMBERS. Individuals outside the foregoing categories of membership who demonstrate to the satisfaction of the Board of Directors a bona fide interest in human resource management and in the purposes of the Association shall be eligible for Affiliate Membership. The term "bona fide interest" as used above shall be interpreted to mean a professional interest that extends beyond the sale or promotion of goods or services to Members. Affiliate Members may vote but may not hold an Officer position in the Association. Section 3.4: STUDENT MEMBERS. Individuals attending a minimum of 6 college credit hours who demonstrate to the satisfaction of the Board of Directors a bona fide interest in human resource management and in the purposes of the Association shall be eligible for Student Membership. Student Members shall be entitled to all rights and privileges of membership except the right to vote or hold an Officer position in the Association. There shall be no annual dues application to this class of membership. HRATV members holding any form of a current HRATV professional, associate, life, or affiliate membership are not eligible to convert to student membership until their next renewal cycle. No one member shall be a Student Member for more than 6 years, nonconsecutive. Section 3.5: APPLICATION FOR MEMBERSHIP. Application for membership shall be submitted electronically on a form provided by the Association. Membership in the Association shall be applied for in the individual’s name, not the organization with which the individual is affiliated. Section 3.6: MEMBERSHIP APPROVAL. All memberships must be approved by a majority vote of the Board of Directors. The Board of Directors has the prerogative of denying membership to any individual(s) who fail to meet the membership criteria or whose membership is deemed contrary to the interest of the majority of members. Membership shall be contingent upon remittance of the appropriate dues. Section 3.7: TERMINATION OF MEMBERSHIP. Membership in the Association may be terminated for good cause by a two-thirds vote of the Board of Directors. Membership shall be terminated automatically for non-payment of annual dues. Membership is non-transferable and non-assignable. Section 3.8: ANNUAL DUES. Annual dues for current members shall be paid by January 31 of each year. The amount of the dues shall be determined by the Board of Directors and communicated at least 30 days prior to the due date. Dues are nonrefundable. Section 3.9: SOLICITATION. The membership list is not provided to outside parties, other than SHRM, for solicitation purposes of the membership. The Association 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 Association meetings without the Board’s pre-approval. ARTICLE IV -- GENERAL MEMBERSHIP MEETINGS Section 4.1: GENERAL MEMBERSHIP MEETINGS. General membership meetings shall be held monthly at such times and places as the Board of Directors may designate. Meetings during June-August may be omitted by a majority vote of the Board of Directors. Section 4.2: NOTICE OF MEETINGS. A notice of all general membership meetings shall be sent to all members no later than five days prior to the meetings. Section 4.3: ATTENDANCE. Individuals who are not current members may attend general membership meetings as a guest. Fees for meetings and programs are higher for individuals who are not current members. Section 4.4: QUORUM. A majority of the voting members present at a meeting shall constitute a quorum; however, a minimum of 5% of the membership must be present. Section 4.5: VOTING. Each voting member of the Association shall have the right to cast one vote on each matter brought before a vote of the membership. The vote of a majority of the members present at any meeting at which there is a quorum, 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 V -- BOARD OF DIRECTORS Section 5.1: BOARD AUTHORITY. The Board of Directors ("Board") shall manage and control the property, business and affairs of the Association and in general exercise all powers of the Association. Section 5.2: OFFICERS. The following shall be members of the Board of Directors and shall be Officers of the Association: President, President-Elect, Treasurer, and Secretary. Section 5.3: BOARD MEMBERS. The Board of Directors shall consist of the following: President, President-Elect, Treasurer, Secretary, Immediate Past President, and Directors for the standing committees, which may include the following: Conference, Certifications, Arrangements, Diversity, Legislative Affairs, Community Affairs, Communications and Marketing, Programs, Membership, Student Affairs, and Student Chapter Liaison. Additional members may be elected from among the eligible membership. The number of additional members of the Board of Directors may be changed from time to time by the Board of Directors in resolution. The Immediate Past President position is not an elected position, all other Board of Directors positions are elected as provided in these by-laws. The Board of Directors will meet regularly as scheduled by the President. In addition, the Association at the discretion of the Board of Directors may contract with a Chapter Administrator to handle the administrative functions for the Association. The Board of Directors will be responsible for reviewing the contract with said Chapter Administrator on an annual basis. Section 5.4: QUALIFICATION. All candidates for the Board of Directors must be qualified members of the Association in good standing at the time of nomination or appointment and must have been an active member for at least one year. Exception: If a candidate does not have a full year of active membership, the candidate may be considered for election to the Board of Directors upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting or by a vote of the majority of the Board of Directors in attendance at any regularly constituted meeting. Section 5.5: ELECTION -- TERM OF OFFICE. All elected Directors shall be chosen as provided in these by-laws. Each elected Director shall assume office in January following the election and shall hold office for one year or until his/her death, resignation or removal whichever comes first. Board of Directors members shall not be eligible to serve in the same office for more than two years. If necessary due to unique circumstances such as a Board of Directors position vacancy, exceptions to the two-year term may be approved by a majority vote of the Board of Directors. Section 5.6: VACANCIES. Any vacancy in the Board of Directors shall be filled for the unexpired term by a vote of the majority of the Board of Directors in attendance at any regularly constituted meeting. Section 5.7: REMOVAL of DIRECTOR or 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. Section 5.8: QUORUM. The Board of Directors may act at any meeting, either in person, conference call or electronic medium, for the transaction of business of the Association. A majority of the total Board of Directors membership shall constitute a quorum at any meeting. The act of a majority of the Board of Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. ARTICLE VI -- DUTIES AND RESPONSIBILITIES The responsibilities of each member of the Board of Directors shall be as outlined in the position descriptions maintained by the Association and distributed to the Board. The position descriptions are subject to change as determined by the President and/or the Board. Section 6.1: PRESIDENT. The President shall preside at the meetings of the Association, the Board of Directors, and the Officers. He/she shall have general charge and supervision of the affairs of the Association, subject to the ultimate management authority of the Board. The President must be a current member in good standing of SHRM throughout the duration of his/her term of office. He/she may also participate on the Society for Human Resource Management State Council. Section 6.2: PRESIDENT-ELECT. The President-Elect shall carry out the duties of the President in his/her absences. He/she may also participate on the Society for Human Resource Management State Council. Section 6.3: THE TREASURER. The Treasurer shall be responsible for the financial affairs of the Association. This responsibility shall include financial reports to the Board of Directors and arrangements for the annual examination and audit of the accounts. He/she shall also perform such other duties as the President may determine. Expenditure of funds exceeding $500 requires the approval of the President or Treasurer, expenditure of funds exceeding $1000 requires the approval of the President unless already approved in the annual budget. In both cases, signatures by the Chapter Administrator and one other authorized Board of Directors member are also required. The Treasurer may also participate on the Society for Human Resource Management State Council. Section 6.4: THE SECRETARY. The Secretary shall be responsible for the preparation of a record of the proceedings of all meetings of the Board of Directors and of any other business meeting of the Association. He/she shall also perform such other duties as the President may determine. He/she may also participate on the Society for Human Resource Management State Council. Section 6.5: IMMEDIATE PAST PRESIDENT. The Immediate Past President shall serve as an advisor to the President, and fulfill such duties as requested by the President and/or the Board. He/she may also participate on the Society for Human Resource Management State Council. ARTICLE VII -- BOARD OF DIRECTOR NOMINATION & SELECTION PROCESS The nomination and selection process for members of the Board of Directors shall follow the procedures outlined below. (a) In August of each year, the Nominating Committee will convene. It is comprised of the Immediate Past President (who will chair the committee), the President, and three other members of the Board of Directors appointed by the Past President and President. (b) No later than September 1st of each year, the general membership will be notified regarding the Nomination Process for the following year as well as the timeline for selections. Eligible members meeting the criteria outlined in Article V above may submit application for consideration for Board of Directors positions. (c) The Nominating Committee will review candidates for Board of Directors positions, which may include either written documentation and/or personal interviews with applicants. A recommended slate for the following year’s Board of Directors will be submitted to the current Board of Directors for approval no later than October 1st of each year. (d) Approval of the recommended slate requires majority vote of the Board of Directors. The recommended slate of the Board of Directors is distributed to the membership in writing, and voting occurs by the membership in attendance at the October general membership meeting of each year. ARTICLE VIII -- COMMITTEES Section 8.1: COMMITTEES. The establishment of both standing and ad-hoc committees shall be the right of the Board of Directors. Committees may be established to serve the Association’s needs including, without limitation, for Membership, Bylaws, Programs, Conferences, Professional Development, Communications, Marketing/Public Relations, and Technology. Section 8.2: COMMITTEE ORGANIZATION. Committees, other than the Nominating Committee, are established by resolution of the Board of Directors. Additionally, the President may establish ad hoc committees, subject to the Board’s control, to meet Association needs. Section 8.3: COMMITTEE CHAIRPERSONS. Appointment of Chairpersons to committees is the sole responsibility of the President. The Chairperson and the President will seek interested members to participate in committee activities. ARTICLE IX -- PARLIAMENTARY PROCEDURE All Parliamentary procedure shall be governed by Robert's Rules of Order unless otherwise specified in these by-laws. ARTICLE X -- FISCAL YEAR. The fiscal year of the Association shall be the calendar year. ARTICLE XI -- AMENDMENT OF BYLAWS The bylaws may be amended by a two-thirds affirmative vote of the voting members present at any meeting of the Association at which a quorum exists, provided that notice of the proposed amendment is published and distributed to all members at least two weeks prior to such meeting. During all times that the Association maintains Chapter Charter status with SHRM, any amendment to the Association’s bylaws shall not 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, and any motion to amend the bylaws shall state that it is not effective unless and until approved by the SHRM President/CEO or his/her designee. ARTICLE XII -- ASSOCIATION DISSOLUTION In the event of the Association’s dissolution, the remaining monies in the treasury, after Association expenses have been paid, will be contributed to one or more organizations or charities with purposes consistent with those of the Association, as decided upon by the Board of Directors at the time of dissolution. ARTICLE XIII -- AFFILIATED SHRM CHAPTER STATUS The Association shall maintain affiliated Chapter status with SHRM, unless Chapter status is withdrawn as follows. Affiliated Chapter status with SHRM may be withdrawn by the Board, or by the President/CEO of SHRM or his/her designee as a representative of the SHRM Board of Directors for the reasons set forth in the SHRM Bylaws as may be amended from time to time, in accordance with the procedures set forth in such SHRM Bylaws and the Chapter Charter, dated December 28, 2005, as may be amended from time to time. Prior to SHRM’s withdrawal of such status, the Association 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 Association 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. By-Laws Amended: 02/16/83 |
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