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By-Laws

    CONSTITUTION AND BYLAWS

     

    OF

     

    THE HUMAN RESOURCES MANAGEMENT ASSOCIATION

    OF CENTRAL MASSACHUSETTS (HRMA)

     

     

    ARTICLE I

    NAME

    1. Name. The name of the Association shall be the Human Resources Management Association of Central Massachusetts (“HRMA”).

    2. Affiliation. HRMA is affiliated with the Society for Human Resources Management (herein referred to as “SHRM”).

    3. Relationships. HRMA 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 an agency or instrumentality of HRMA. HRMA 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

    1. The purpose of this Association shall be:

    A. to provide a forum for the personal and professional development of our members;

    B. to provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;

    C. to provide an arena for the development of trust relationships where common problems can be discussed and deliberated;

    D. to provide an opportunity to focus on current human resource management issues of importance to our members;

    E. to provide a focus for legislative attention to state and national human resources management issues;

    F. to provide valuable information gathering and dissemination channels;

    G. to provide a pool of human resources management leaders for perpetuation of the Association and of SHRM;

    H. to serve as an important vehicle for introducing human resource management professionals to SHRM;

    I. to serve as a source of new members for SHRM; and

    J. to serve as part of the two-way channel of communications between SHRM and the individual members.

    2. HRMA supports the purposes of SHRM, which are to provide the use of sound and ethical human resource management practices in the profession and:

    A. to be a recognized world leader in human resources management;

    B. to provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;

    C. to be the voice of the profession on human resource management issues;

    D. to facilitate the development and guide the direction of the human resource profession; and

    E. to establish, monitor and update standards for the profession.

    ARTICLE III

     

    FISCAL YEAR

    The Fiscal Year of the Association shall be from July 1 through June 30.

    ARTICLE IV

     

    MEMBERSHIP

    1. Definition. All persons whose work involves human resources administration, management, or consulting in human resources issues and who further demonstrate a sincere interest in the human resources profession and in the purpose of the Association shall be eligible for consideration for membership in the Association. In addition, persons not working in the human resources profession who meet the criteria for Academic Member as defined below shall be eligible for consideration for membership in the Association. The Board of Directors may waive the requirements of current employment in the field of human resources due to the temporary unemployment of the member.

    2. Membership Types. There will be four types of membership:

    A. Professional Member – A Professional Member is defined as any individual who meets one of the following three criteria:

    · is currently employed in an exempt or non-exempt capacity in the field of human resources management; or

    · is responsible for the human resources management in his or her organization; or

    · is currently certified by the Human Resources Certification Institute (PHR, SPHR, or GPHR).

    B. Consultant Member – A Consultant Member is defined as any individual who meets one of the following criteria (excludes employment agencies):

    · is a consultant with at least three (3) years experience in consulting to clients on matters relating to the human resources profession; or

    · is an attorney with at least three (3) years experience in counseling clients on matters relating to employment and/or labor law.

    Consultant Members shall constitute no more than twenty-five percent (25%) of the equivalent Professional Membership. Once the maximum number of Consultant Memberships has been reached, new applicants for Consultant Membership will be placed on a waiting list and granted membership on a first-come, first-served basis, with priority given to former HRMA members. Applicants for Consultant Membership from the waiting list will be admitted (a) when Professional Membership increases; or (b) when Consultant Members resign.

    C. Academic Member – An Academic Member is defined as an individual who meets one of the following criteria:

    · is actively engaged in teaching or research work in the field of human resources at an accredited teaching institution; or

    · is acting as the designated advisor to an HRMA authorized student chapter; or

    · is a member of an HRMA student chapter.

    Academic Members shall pay no dues, shall be entitled to participate in all activities of the Association, but may neither vote nor hold office.

    D. Life Member – A Life Member is defined as an individual who meets all of the following criteria:

    · has attained twenty (20) years (not consecutive) as a member in good standing of HRMA;

    · is currently or has been an officer of the Association or a member of the Board of Directors of the Association; and

    · has been approved by a vote of the Board of Directors.

    Life Members shall pay no dues and shall be entitled to participate in all activities of the Association.

    3. Application for Membership. All applications for membership shall be made in writing on such form as may be determined by the Board of Directors.

    4. Dues.

    A. Dues shall be determined annually by the Board of Directors.

    B. Annual dues shall be payable in advance by September 1 of each year. Annual dues not paid within thirty (30) days after the due date shall be declared delinquent and the Secretary shall bring the status of the member to the attention of the Board of Directors for disposition. New members only shall be billed proportionately for each month of membership based on the business program year.

    ARTICLE V

    MEMBERSHIP MEETINGS

    1.     Notice of Meeting. Notice of the time and place of each meeting of the general membership shall be served by conventional or electronic mail upon each member of the Association.

    2. Quorum. Twenty-five percent (25%) of the eligible voting members shall constitute a quorum at any meeting of the general membership called as specified in Section I.

    ARTICLE VI

     

    ELECTIONS

    1. Balloting.

     

    A.List of Nominees - No later than the first day of April of each year, the Board Development Committee shall prepare and submit to the Secretary its list of nominees for the offices to be filled. Offices to be filled by election are: President, Vice President, Secretary, Treasurer, and Board of Directors Member. At the discretion of the Board of Directors, the office of Secretary may remain vacant and instead a person may be hired or appointed to perform the Secretary's duties.

    B. Distribution of Ballots - The Secretary will prepare the list of nominees in ballot form and distribute the ballot to all voting members of the Association by conventional or electronic mail to the respective address of the members as shown by the records of the Association and such mailing shall be completed no later than the first day of May of each year.

    C. Validity of Ballots - Completed ballots, to be valid, must be returned to the Secretary no later than twenty (20) days after the mailing; each ballot shall so state upon its face.

    2. Voting.  

    A. Votes Required - Each officer and Board of Directors Member shall be elected by a plurality of the votes cast for a given office.

    B. Tie Votes - If a tie vote occurs between two or more nominees for the same office, successive balloting shall be conducted until one nominee receives plurality.

    ARTICLE VII

     

    BOARD of DIRECTORS

    1. Term of Office. The Board of Directors shall consist of a minimum of nine members who shall serve a three (3) year term or until death, resignation or removal from office prior thereto. In addition, the President, Vice President, Secretary, Treasurer and immediate Past President of the Association shall serve for a two (2) year term or until death, resignation or removal from office prior thereto. At the discretion of the Board of Directors, the office of Secretary may remain vacant and instead a person may be hired or appointed to perform the Secretary's duties. No more than three (3) members may be elected to the Board of Directors in one year, except to fill a vacancy.

    2. Consultant Members. Consultant Members may seek election to the Board of Directors; however, no more than three (3) Consultant Members at any one time may be members of Board of Directors.

    3. Vacancies.  Replacements to fill a vacancy created by death, resignation, or removal from office of a member of the Board of Directors shall be appointed by the Board of Directors for the remaining term of office of the member so replaced.

    4. Presiding Officer. At all meetings of the Board of Directors, the President or the Vice President or, in their absence, a chairperson chosen by the majority of the Board members present, shall preside.

    5. Quorum. A minimum of seven (7) members of the Board shall constitute a quorum for conducting business and a majority vote of the Board of Directors members present shall govern.

    6. 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 VIII

    DUTIES OF ELECTED OFFICERS

    1. The President. The President shall be the Chief Executive Officer of the Association. The President shall be a member in good standing of SHRM. The President must remain a member in good standing of SHRM throughout the duration of his/her term of office. The cost of the President's membership dues, if not paid by the President's employer, shall be paid by the Association. The President shall preside at all meetings of the members and the Board of Directors; shall have general charge and supervision of the affairs and business of the Association; and shall do and perform such other duties as may be assigned to the President by the Board of Directors. At the annual meeting, the President shall report to the membership regarding the activities and accomplishments of the Association during the President's term of office. 

    2. The Vice President. There shall be a Vice President who shall, at the request of the President or in the President's absence, perform any of the duties of the President.

    3. The Secretary. The Secretary shall attend all meetings of the members and of the Board of Directors and shall keep a true, correct record of the proceedings of such meetings; the Secretary shall perform a like duty for all the standing Committees of the Association, when required. The Secretary shall attend to the giving and serving of all notices of the Association, maintain all of its books and records and membership rosters, and perform such other duties as may be prescribed by these Bylaws or by the Board of Directors.

    4. Treasurer. The Treasurer shall be responsible for all funds of the Association. The Treasurer shall authorize payments as may be necessary or proper to be made on behalf of the Association. Full and accurate accounts of all such transactions shall be kept. The Treasurer shall render to the Board of Directors, as same may be required, an account of all of the Treasurer's transactions and a report of the financial condition of the Association. The Treasurer shall submit an annual report of the finances to the membership.

    ARTICLE IX

     

    ANNUAL AUDIT

     

    The accounts of the Association shall be reviewed at least annually by an external auditor not affiliated with the Association and a written report shall be submitted to the Board of Directors.

    ARTICLE X

     

    PARLIAMENTARY PROCEDURE

    Meetings of the general membership, Board of Directors, and all Sub-Committees of the Association 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 for this Association.


     

    ARTICLE XI

     

    DISSOLUTION OF THE ASSOCIATION

     

    1. Upon recommendation of the Board of Directors and a two-thirds vote of the eligible voting membership, the Association shall be dissolved.

    2. In the event of the dissolution or liquidation of this Association, any surplus funds in excess of the then current outstanding liabilities, are to be transferred and directed to a tax-exempt educational, scientific or charitable institution(s) as selected by a majority vote of the full Board of Directors. In no event are any of these funds to be disbursed to the members of this Association upon final liquidation.

    ARTICLE XII

     

    AMENDMENT TO BYLAWS

    The Bylaws may be amended by a majority vote of the members 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 purpose 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 XIII

     

    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 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.

    Amended September 2010