Bylaws of Upper Peninsula Human Resources Association

ARTICLE 1 

NAME AND AFFILIATION

Section 1.1: Name. The name of this organization shall be the Upper Peninsula Human Resources Association (herein referred to as the “Association”).

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 instrument. The purality 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 2

PURPOSE

Section 2.1: Purpose. The purpose of this association is to promote the development of human resource management in the Upper Peninsula of Michigan through the exchange and sharing of information via meetings, discussions, and formal presentations

 

ARTICLE 3

FISCAL YEAR

 Section 3.1: Fiscal Year. The fiscal year of the Association shall be the calendar year. 

 

ARTICLE 4 

MEMBERSHIP AND DUES

Section 4.1: General Membership.  Membership is open to persons who have administrative responsibilities within public and private organizations, typically in an area of human resource management: employment and recruitment; labor relations; payroll; organizational development; training; safety; compensation; and benefit administration. Membership is also intended to benefit those in consulting, teaching, and research roles–typically within the areas of general management, human resource management, business, industrial relations, public administration, and economics.

Section 4.2: Application for Membership:  Application for membership shall be submitted through the application form and membership will begin once payment is received. 

Section 4.3: Dues. Annual membership dues shall be reviewed, changed as deemed necessary, and communicated to members by the Board of Directors prior to the start of each calendar year. Memberships remain active for one year from the date joined or renewed.

Section 4.4: Voting Rights: All paid members shall have voting rights, with the following qualification: The Association President shall not vote for members seeking to fill vacancies of the Executive Committee, except in the case of a tie in vote count between two candidates.

ARTICLE 5

MEMBER MEETINGS

Section 5.1: Schedule of Meetings. General membership meetings of the association shall be scheduled by the Board of Directors. Any special meetings may be called by the President as needed, with approval of the Board of Directors.

Section 5.2: Meeting Location. The principal meeting location for the Association shall be Marquette, Michigan. 

Section 5.3: Notice of Meetings. Meeting notices will be sent at least 10 days prior to the meeting to each member indicating the location of the meeting and requesting RSVP to enable appropriate arrangements. 

ARTICLE 6 

 BOARD OF DIRECTORS

Section 6.1: Duties. The Board of Directors (also referred to as the "Board" or “Directors”)  is the policy making body of the Upper Peninsula Human Resources Association Directors and shall transact all business of the Association except as prescribed otherwise in these Bylaws or other governing instruments of the Association. All members of the Board of Directors shall perform specific functions as determined at the Annual Board Retreat (as described in section 6.8) These responsibilities shall be as outlined in the position descriptions maintained by the president and distributed to the board. The position descriptions are subject to change as deemed necessary by the president and/or the board.

Section 6.2: Meetings of the Board. Meetings of the Board of Directors may be called by the president or by a majority of the Board. The Board of Directors shall meet as often as necessary to conduct the business of the organization.

Section 6.3: Composition of the Board. The Board of Directors shall consist of the four (4) Executive Committee Officers as described in Article 7 and no more than eight (8) additional persons. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office.

 

Section 6.4: Terms, Resignations and Elections. All Board members shall serve 1 year terms, but are eligible for reelection each year. Terms run according to the calendar year. If a Board member does not intend to run for reelection the following year, he/she is asked to provide notice to the Board of Directors by October 1 each year. The Board of Directors will then begin the vetting process for prospective Board members and will fill vacancies according to majority vote at a meeting prior to the new fiscal year. New Board members take office January 1. 

Section 6.5: Terminations 

A member of the Board who misses four (4) consecutive meetings of the Board of Directors shall be removed from the position and a replacement sought. 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. In the event of termination, the Board of Directors shall elect a successor who shall serve until the expiration of the term of such Director and have the opportunity for reelection each year. 

Section 6.6: 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 electronically, 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. 

 

ARTICLE 7

EXECUTIVE OFFICER COMMITTEE

Section 7.1: Composition of the Executive Committee. An Executive Committee shall consist of the following positions, hereby known as “Officers”: President, President Elect, Secretary, and Treasurer. 

Section 7.2: Terms. Officer positions shall be for a term of no less than two (2) years and shall run according to the calendar year.

Section 7.3: Elections and Vacancies. Officer elections shall be determined by a majority vote of Board members. In the event of resignation, removal or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term.

Section 7.4: Executive Committee Officer Roles 

A.                  The President. The President shall preside at the meetings of the members and of the Board. He/she shall direct the Association and have charge and supervision of the affairs and business of the Association, 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. He/she shall have such other powers and perform such other liaison duties as described in the position descriptions maintained by the President and distributed to the Board.

B.                   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 described in the position descriptions maintained by the President and distributed to the Board.

C.                   The Treasurer. The Treasurer shall be responsible for the financial affairs of the Association, 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 have such other powers and perform such other liaison duties as described in the position descriptions maintained by the President and distributed to the Board.

D.                  The Secretary. The secretary shall be responsible for recording the minutes of all meetings of the Association and perform such other liaison duties as described in the position descriptions maintained by the President and distributed to the Board.

  . 

ARTICLE 8

COMMITTEES 

Section 8.1: Committees. The establishment of both standing and ad-hoc committees shall be the right of the Board of Directors.

 

Section 8.2: Committee Organization. Committees are established by resolution of the Board of Directors.

 

Section 8.3: Committee Chairpersons. Appointment of Chairpersons to committees is the responsibility of the President in collaboration with the Board of Directors. 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.  Committee Chairpersons for membership and for Programming/Certification must be National SHRM members as well as local Chapter members for the duration of their terms.  Additionally, the chairperson, accountable for certification for the chapter, must be SHRM certified.

 

Section 8.4: 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 9

ELECTRONIC VOTING

Section 9.1: Electronic Voting: Mail or electronic ballots can be used for voting on general business of the Association and the election of Officers/Directors provided the Association has had at least one in-person meeting that year. 

ARTICLE 10

STATEMENT OF ETHICS

Section 10.1: Statement of Ethics: The Association 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 Association and of SHRM.

 

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 meetings without the approval from the Board of Directors. 

ARTICLE 11

PARLIAMENTARY PROCEDURE

Section 11.1: Parliamentary Procedure: Meetings 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 of the Association. 

 not effective unless and until approved by the SHRM President/CEO or his/her designee. 

ARTICLE 12

DISSOLUTION

Section 12.1: Dissolution: In the event of the dissolution of the Association, all assets of the Association shall be turned over to a nonprofit, charitable organization to be designated by the Board of Directors

ARTICLE 13

AMENDMENTS

Section 13.1: Amendments: The Bylaws may be amended as deemed necessary, 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

ARTICLE 14

WITHDRAWAL OF AFFILIATED CHAPTER STATUS

Section 14.1: 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 Association are inconsistent with or contrary to the best interests of SHRM. Prior to 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 Association 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 15

TERMS USED

Section 15.1: 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. 

Revised , 2019


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