ARTICLE I – IDENTIFICATION

Section 1. Name: The name of the organization shall be the Acadiana Society for Human Resource Management (or “ASHRM” or “Acadiana SHRM”).

Section 2. Affiliation. The Acadiana Society for Human Resource Management (hereinafter referred to as “Chapter”), [s1] shall be affiliated with the Society for Human Resource Management (“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 – PURPOSES

Section 1. The purpose of the Chapter shall be as follows:

1. To encourage professionalism in the Human Resources field
2. To raise the standards of performance in all phases of Human Resource Management
3. To encourage adherence to SHRM's[s2]  Code of Ethics.
4. To provide opportunities for exchange of information and cooperative research among members.

ARTICLE III – MEMBERSHIP

Section 1. Regular Members: Persons engaged in Human Resource activities at the administrative, professional or managerial level and who devote at least 50% of their time to Human Resources functions.

1. Regular members enjoy all rights of membership: to vote, serve on and chair committees, and to hold office as Director or Officer.
2. Typical titles for Regular Members might include: HR Director, HR Manager, HR Generalist, or a Specialist in Human Resources (eg. Compensation, Benefits, Employee Relations, Payroll, Recruiting, HRIS, Administration, Training and Development or Safety).
3. Faculty members in Human Resources or a related field of study at an accredited college or university are also eligible to be Regular Members.
4. Regular Members not presently active in the practice of Human Resources but who intend to return to the profession may retain their status as Regular Members in the Chapter.

Section 2. Affiliate Members: Persons who provide a product or service to businesses for a fee in a Human Resources related area and who do not qualify as a Regular Member. Typical Affiliate Member services and products could include: consulting, benefits, compensation, legal, payroll, staffing, training, etc.

1. Affiliate members enjoy all rights of membership: to vote, serve on and chair committees, and to hold office as Director or Officer. 
2. The number of Affiliate Members shall not exceed 20% of the total membership, Board of Directors or Officers.

Section 3. Honorary Members: Regular or Affiliate Members in good standing at the time of retirement from any firm, organization, or institution who have demonstrated a commitment to the HR profession and the Chapter, or community partners and government officials during their term of office.

1. Honorary Members shall be entitled to membership without the payment of dues but must be chosen by a majority vote of the Board of Directors.
2. Honorary Members enjoy limited rights of membership: to vote, serve on and chair committees.
3.   Honorary memberships may not be transferred under any circumstances
   

Section 4. Student Members: A student currently enrolled in a degree-seeking program with an interest in Human Resources. 

      A.  Student members enjoy limited rights to membership: to vote, serve on and chair committees at the         discretion of the Board of Directors. 

Section 5. Application for Membership: Application for membership shall be submitted electronically through the Chapter website. 

Section 6. Membership Approval: All memberships must be approved by a majority vote of the Board of Directors. Designation of membership type is at the discretion of the Board of Directors.

Section 7. Composition of Membership: Total membership of the Chapter shall consist of no less than a majority of regular members. However, no Affiliate Member shall lose membership status or be denied renewal of their membership if the loss of Regular Members should cause the regular membership to fall below the majority requirement.

Section 8. Termination of Membership: Membership in the Chapter 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.

Section 9. Transfer of Membership: Memberships are neither transferrable nor assignable.  The membership in the Chapter is held in the individual’s name, not an organization with which the member is affiliated.  An exception to this rule may be made in unusual circumstances by a majority vote of the Board of Directors.

Section 10. Annual Dues: Annual dues shall become payable on January 1st of each year. The amount of dues shall be determined each year by the Board of Directors prior to the due date. Members joining after January 1^st of each year may have prorated annual dues as determined at the discretion of the Board of Directors.  The membership shall be notified thereof. Dues shall include membership in the Chapter and the cost of the monthly luncheons.  

ARTICLE IV – MEETINGS

Section 1. Regular or Special Meetings: Regular Meetings shall be held regularly at such times and places as the Board of Directors may designate. The Board of Directors may also call Special Meeting at its discretion as described under these by-laws.

1. A minimum of nine (9) meetings of the Chapter must be held in any calendar year.
2. Special Meetings of the Chapter or the Board of Directors may be held by majority vote of the Board of Directors.

Section 2. Notice of Meetings: Sufficient notice shall be sent to all members in the case of a Special Meeting of the Chapter and to all Board of Directors in the case of a Special Meeting of the Board of Directors prior to each meeting.  Sufficient notice for Special Meetings shall be no later than seven calendar days prior to the scheduled meeting.

Section 3. Quorum: Twenty-five percent (25%) of the current roster of voting members shall constitute a quorum. Such quorum may, by majority vote of the voting members present, transact any business which may properly be brought before the body, except as otherwise provided in these by-laws.

Section 4. Guest: Non-members may attend meetings as a guest at the cost designated by the Board of Directors. 

Section 5. Restrictions: Solicitations for purposes other than Chapter activities shall not be permitted at meetings unless approved by the Board of Directors. Failure to comply will be cause for termination of membership following review of a complaint by the Board of Directors and a majority vote of the Board of Directors.

Section 6. Registration Fee: Registration fees for activities not included in annual dues payment shall be set by the Board of Directors. Guest fees and registration fees may be waived by the Board of Directors in its discretion.

ARTICLE V- ELECTIONS AND BALLOTING

Section 1. Nominations: Election of Officers and Directors shall be conducted by ballot in accordance with the procedures outlined.

1. No later than September, an announcement shall be sent to members to solicit nominations to serve on the Board of Directors.
2. No later than the October Chapter meeting, the Nominating Committee, composed of the President-Elect, Immediate Past-President and no less than two (2) other Board members shall prepare and submit to the President its list of nominees who have accepted nomination for the offices and Board positions to be filled.
3. The nominees shall be presented to the membership in the notice of the November meeting, and their names placed in nomination by the Nominating Committee.
4. Additional nominations may be made from the floor. All nominations from the floor must be with the consent of the nominee either by voice or in writing.
5. The position of President shall be filled by the President-Elect by affirmation by the Chapter rather than election.

Section 2. Elections:

1. Acclamation: If there are no nominations from the floor, the election of the slate presented by the Nominating Committee shall be elected by acclamation.
2. Balloting: If additional nominations are made from the floor, the election for the affected position will be determined by balloting via electronic mail.
3. Votes Required: Each Officer and Director shall be elected on the basis of the majority of votes cast for that office.
4. Tie Votes: In the event a tie vote occurs during an election, the tie shall be broken by secret balloting at the next called regular Chapter meeting by majority vote.

Section 3. Referendum and Other Balloting: The Board of Directors may submit any matter of Chapter business to the voting membership for resolution by electronic mail ballot or by secret ballot at a regularly scheduled Chapter meeting or a properly called Special Meeting.

ARTICLE VI- BOARD OF DIRECTORS

Section 1. Number: The following shall be members of the Board of Directors: President, President- Elect, Vice-President, Secretary, Treasurer, Immediate Past-President, and as many at-large board members as approved by the Board of Directors.

Section 2. Qualifications: All candidates for the Board of Directors must be a Regular or Affiliate member of the Chapter in good standing at the time of nomination or appointment. Per SHRM by-laws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 3. Election/Term of Office: All elected members of the Board of Directors shall be chosen as provided in these by-laws. Each elected Director shall assume office in January of the year of his/her election and shall hold office for one year or until his/her death, resignation, or removal by a majority vote of the Board.

Section 4. Vacancies: Any vacancy on the Board shall be filled for the unexpired term by vote of a majority of the Board of Directors at any regularly constituted Board meeting or by electronic mail as described in Article V, Section 3.

Section 5. Meetings: A minimum of nine (9) monthly Board meetings must be held in a calendar year.

Section 6. Quorum: A majority of the total membership of the Board of the Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present in person or by conference call at any meeting at which there is a quorum shall be an act of the Board. The Board may also make decisions via electronic mail by a majority vote of the entire Board.

Section 7. 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 VII- DUTIES AND RESPONSIBILITIES

Section 1. President: The President is an elected officer and serves a one-year term as the Chapter's chief executive officer. Responsibilities of this office shall include:

1. Conduct the business of the Chapter in accordance with the Chapter by-laws and serve as chairperson of the Board of Directors.
2. Preside at all business sessions.
3. Appoint all committees, taking into consideration the recommendations of the Board of Directors.
4. Serve as the chief Spokesperson for the Chapter on all issues pertinent to the profession of personnel administration. In this regard, the President shall keep the Board of Directors advised of statements relating to such matters for their information.
5. Represent the Chapter and profession among the Chapter's members, the general public, and other professional organizations.
6. Maintain contact with the membership of the Chapter.
7. Represent the Chapter at the SHRM National Conference and SHRM Leadership Conference and report on Chapter activities.
8. Maintain liaison and be a current member in good standing of SHRM throughout the duration of his/her term of office[s4] . 

Section 2. President- Elect: The President-Elect is an elected officer of the Chapter who serves a one-year term as the officer first in succession to the presidency. Responsibilities of this office shall include:

1. Serve as a Vice President of the Chapter for corporate and legal purposes.
2. Serve as the acting President of the Chapter for the unexpired portion of the President's term in the event of a vacancy in the presidency.
3. Perform specific assignments delegated by the President.
4. Familiarize himself/herself with the Chapter's committee structure and begin to develop the composition of the following year's committees, which will ensure that appointments are made at an early date in order that the various charges to the committees can be accomplished in a timely and effective manner.
5. Serve as program chairperson for the Chapter and promote Chapter meetings.
6. Be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 3. Vice President: The Vice President shall be an elected officer who serves a one-year term as the officer next in rank to the President-Elect. Responsibilities of this office shall include:

1. Serve as Acting President of the Chapter in the absence or incapacity of both the President and President-Elect.
2. Serve as membership committee chairperson.
3. Maintain accurate and up-to-date membership records to aid in the development of a membership directory and mailing lists.

Section 4. Secretary: The Secretary of the Chapter is an elected officer who serves a one-year term as the Chapter's official recording officer. Responsibilities of this office shall include:

1. Keep all Chapter records, reports, membership lists and minutes of all meetings as the Chapter's official recording officer.
2. Assist the President of the Chapter in developing meeting agendas.
3. Assist the President in notifying each Chapter member of Chapter meetings. (The meeting notice should be complete in detail as to the time, place, and purpose of the meeting.)
4. Maintain an official book of minutes of all Board and Chapter meetings which can be passed along to future secretaries.

Section 5. Treasurer: The Treasurer of the Chapter is an elected officer who serves a one-year term as the Chapter's financial officer. Responsibilities of this office include:

1. Execute the financial transactions of the Chapter.
2. Bill members and collect and deposit membership dues and other income in a commercial bank account.
3. Maintain accurate records of such deposits in order to be ready at anytime to present a report of the Chapter's financial status.
4. Prepare financial reports and provide copies for auditing in conducting the year end audit.
5. Assist in the development of a reasonable budget for the Chapter and safeguard that the budget is adhered to throughout the year.
6. Pay all bills approved by the Board of Directors or appropriate committee chairpersons and keep accurate records of these disbursements.

Section 6. Immediate Past President: The Past Presidency is an office that is automatically assumed upon conclusion of the term of office as President of the Chapter. The Immediate Past President shall have the general responsibility of assisting the President, Officers, and Board in carrying out the business of the Chapter.

Section 7. Board Members-At-Large: The Board Members-at-Large shall perform duties and oversee special projects as assigned by the President.  Board Members-at-Large may perform duties or oversee special projects related to college relations, diversity, government affairs, HR Certification Institute Certification, membership, SHRM Foundation and workforce readiness, or other areas of interest to the Chapter.

ARTICLE VIII – COMMITTEES

Section 1:  Committees, in addition to the Nominating Committee may be established by the Board of Directors to provide the Chapter with special or ongoing services.  

Section 2:  Committees may be established to address college relations, diversity, government affairs, HR Certification Institute Certification, membership, SHRM Foundation and workforce readiness, or other areas of interest to the Chapter.

ARTICLE IX- PARLIAMENTARY PROCEDURE

Section 1. All parliamentary procedures shall be governed by Robert's Rules of Order unless otherwise specified in these by-laws.

ARTICLE X - STATEMENT OF ETHICS

Section 1.  The Chapter 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 Chapter and of SHRM.

Section 2. The Chapter shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors.

Section 3. No member shall actively solicit business from any other member at Chapter meetings without the approval from the Board of Directors as discussed in Article I, Section 5.

ARTICLE XI - AMENDMENTS OF BY-LAWS

Section 1. The by-laws may be amended by a two-thirds affirmative vote of the members present at any meeting of the Chapter and in which notice of the proposed amendment is published and distributed to all members at least two weeks prior to such meeting, 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 [s6] SHRM and not in conflict with SHRM by-laws.   Any motion to amend the by-laws shall clearly state that it is not effective unless and until approved by the SHRM President/CEO or his/her designee.

ARTICLE XII – DISSOLUTION

Section 1. In the event of the dissolution or liquidation of this organization, any surplus funds, in excess of the current outstanding liabilities shall be transferred and delivered to the Society for Human Resource Management (SHRM) Foundation, provided that it has tax exempt status under existing United States Internal Revenue Codes and Regulations. In event it cannot or will not accept the funds, they shall be disbursed to any religious, charitable, scientific, or educational institution having tax exempt status and as may be designated by the Board of Directors.

Section 2. In no event shall any of the funds be disbursed to the members of the association upon final liquidation.

 

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 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.