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Constitution & Bylaws
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Constitution and Bylaws

ARTICLE 1 - NAME AND AFFILIATION

Section 1.1: Name. The name of the Chapter is the Greater Cincinnati Human Resources Association – GCHRA (herein referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as GCHRA and not as SHRM or the Society for Human Resource Management.

Section 1.2: Affiliation. The Chapter is affiliated with the Society for Human Resource Management (herein referred to as "SHRM").

Section 1.3: 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 2 - PURPOSE

The purposes of this Chapter, as a non-profit organization, are:

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

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

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

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

5. to provide a focus for legislative attention to state and national human resource management issues;

6. to provide valuable information gathering and dissemination channels;

7. to provide a pool of human resource management leaders for perpetuation of the Chapter and of SHRM;

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

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

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

The Chapter supports the purposes of SHRM, which are to promote the use of sound and ethical human resource management practices in the profession and:

1. to be a recognized world leader in human resource management;

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

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

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

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

ARTICLE 3 - FISCAL YEAR

The fiscal year of the Chapter shall be the calendar year, January 1 to December 31.

ARTICLE 4 – MEMBERSHIP

Section 4.1: Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated from Sections 4.3 to 4.7 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 other legally protected class.

Section 4.2: Non-transferability of Membership. Membership in the Chapter is neither transferable nor assignable.

Section 4.3: Individual Membership. Membership in the Chapter is held in the individual's name, not an organization with which the member is affiliated.

Section 4.4: Professional Members. Professional membership shall be limited to those individuals who are engaged as one or more of the following: (a) practitioners who devote a minimum of 50% of their time to human resource management and reside within the Greater Cincinnati area; (b) faculty members holding an assistant, associate or full professor rank in human resource management or any of its specialized functions at an accredited college or university; (c) HR consultants who practice within the field of human resource management; (d) HR attorneys who counsel and advise clients on matters relating to the human resource profession; (e) agents who work with professional members in the field of human resource management; and/or (f) any individuals whose involvement in the field of human resource management, in the estimation of the Board of Directors, manifests a strong compatibility with GCHRA. Professional members may vote and hold office in the Chapter.

Section 4.5: Professional in Transition Members. This is available to individuals whose last position would have made them eligible for professional membership but find themselves between HR positions, ie: relocations, job eliminations, terminations, etc. Membership under this classification expires at the next renewal date after member attains HR position, whereby they will be eligible for professional membership. This membership shall not extend beyond two years. Professionals in Transition may vote and run for an elective office or be appointed. Annual dues shall be one-half the amount of dues for a professional membership.

Section 4.6: Student Members. Individuals who are (a) enrolled in an Associate, Bachelor, or Graduate Degree program at an accredited college or university, with an interest in Human Resources. This category does not apply to professional members pursuing a degree in addition to their primary occupation; (b) Undergraduate students must be enrolled in a minimum of 12 credit hours per quarter/semester and graduate students must be enrolled in a minimum of 6 credit hours per quarter/semester; (d) able to provide verification of a demonstrated emphasis in human resource management subjects, and (e) able to provide verification of the college or university's human resources or related degree program. Membership under this classification expires at the next renewal date after graduation, whereby they will be considered professional members. Student members need not be members of an affiliate student chapter of SHRM to join the Chapter. Student members may not hold office in the Chapter.

Section 4.7: Past Presidents. Life membership will be granted to each Past President of the Chapter in appreciation for service and leadership rendered to the Chapter. Such membership shall also include persons who prior to July 1, 1985 were elected and held the office of President of the Association formerly known as the Cincinnati Personnel Association. Past President Life Members shall be entitled to all privileges of Professional membership. There shall be no annual dues or regular meeting fees applicable to this class of membership.

Section 4.8: Application for Membership. Application for membership shall be on the Chapter application form. All applications shall be reviewed and approved by the Membership Chairperson who represents the Board of Directors. New members shall be afforded full membership rights from the date of application approval.

Section 4.9: Voting. Each of the classes in section 4.4-4.7 shall have the right to cast one vote on each matter brought before a vote of the membership. Votes will be tallied electronically and confirmed by the Officers of the Chapter.

Section 4.10: Dues. Membership in GCHRA is received on an annual rolling calendar. Members can join during any month throughout the year and membership will continue until that same month the following year expiring on the last day of the month. Membership dues will only be provided in an annual fee. The amount of the annual dues may be changed only upon a majority vote of the eligible membership allowed to vote. Members must have at least fourteen (14) days prior to the voting to review the recommendation(s) of the Board of Directors to increase the fee. There shall be no dues for Past Presidents 

ARTICLE 5 - MEMBER MEETINGS

Section 5.1: Regular Meetings. Regular meetings of the members shall be monthly or as otherwise determined by the Board of Directors.

Section 5.2: Special Meetings. Special meetings of members shall be held on call of the President, the Board of Directors or by members having one-twentieth of the votes entitled to be cast at such meeting.

Section 5.3: Notice of Meetings. Notice of all special meetings shall be given to all members at least ten days prior to the meetings. Notice of regular meetings shall be given to all members at least seven days prior to the meeting.

Section 5.4: Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person or by conference call, shall constitute a quorum. The vote of a majority of the members present at any meeting at which there is a quorum, either in person or by conference call, 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 6 - BOARD OF DIRECTORS

Section 6.1: Power and Duties. The Board of Directors (also referred to as the "Board") shall manage and control the property, business and affairs of the Chapter and in general exercise all powers of the Chapter.

Section 6.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, Vice President, Secretary, and Treasurer. The Officers shall act as an Executive Committee with authority to act for the Board on administrative matters.

Section 6.3: Composition of the Board of Directors. Along with the Officers listed in Section 6.2 of this Article, the Board of Directors will be made up of the following chairpersons: Business Partners, College Relations, Communications, Diversity, Governmental Affairs, Hospitality, Membership, Professional Development, Programming, SHRM Foundation, Staffing and Recruiting, Workforce Readiness, and the President’s Advisory Committee.

Section 6.4: Qualifications. All candidates for the Board of Directors must be professional and professionals in transition members of the Chapter in good standing at the time of nomination or appointment. 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 6.5: Term of Office. One member shall be elected to a 2-year term of office to each of the following offices:

Even Years: Communications, Diversity, College Relations and SHRM Foundation

Odd Years: Secretary, Membership, Professional Development, Programming, Business Partners, Workforce Readiness, Treasurer, Government Affairs, Hospitality and Staffing & Recruiting.

One member shall be appointed to a 6-year term which will follow the following progression:

Vice President: Years 1 and 2

President Years: 3 and 4

President’s Advisory Committee: Years 5 and 6

In the event that the Vice President is unable to fulfill their term, it will be filled by a candidate receiving a majority vote of the Board of Directors and Presidents Advisory Committee.

Each elected Officer and Director shall assume office on January 1 following his/her election and shall hold office for two years or until his/her successor is elected and takes office. Officers and Directors may not be elected to serve more than two (2) consecutive terms in the same position unless the first term on the Board is appointed by the President.

Section 6.6: Nominations. Nominations for election to the Board shall be made by opening the nomination process to all eligible GCHRA members in good standing who shall complete a nomination form and submit it for consideration in October of each year.

Section 6.7: Election. Officers and Directors shall be elected by the members of the membership from the proposed slate of the Nominating Committee appointed by the President and approved by the Board of Directors at the beginning of each election year. Elections shall be by electronic ballot. Two weeks prior to the November meeting the Secretary shall furnish to each qualified member eligible to vote who is in good standing an electronic ballot on which appears the names of the nominees for the positions on the Board. The nominees receiving the greatest number of votes shall be declared elected. In the event of a tie vote, a coin toss will be made to determine the winner.

Section 6.8: Vacancies. In the event of a vacancy on the Board, excluding the President or Vice President, the nominee with the next highest number of votes to those elected to the Board in the most recent election, will be appointed to fill the unexpired term of office. If no nominees are available, the vacancy in the Board may be filled for the unexpired term by appointment of the President.

Section 6.9: Board of Directors’ Meetings. The Board shall meet quarterly or more often on call of the President.

Section 6.10: 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 by conference call, 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.

Section 6.11: Board of Directors' Responsibilities. The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in these Bylaws or other governing instruments of the Chapter. All members in good standing may request the President to place on the agenda of the next regular Board of Directors meeting any action for consideration by the Board of Directors.

Section 6.12: 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 7 - DUTIES AND RESPONSIBILITIES

The responsibilities of each member of the Board of Directors shall be as outlined in the position descriptions maintained by the Secretary, distributed to the Board of Directors, and posted on the Chapter website. The position descriptions are subject to change as deemed necessary by the President and/or the Board.

Section 7.1: The President. The President shall preside at the meetings of the members and of the Board. He/she shall direct the Chapter and have charge and supervision of the affairs and business of the Chapter, 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.

Section 7.2: The Vice President. The Vice President, 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 the Board or the President may determine. The chapter requires the Vice President to be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 7.3: The Treasurer. The Treasurer shall be responsible for the financial affairs of the Chapter, 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 also perform such other duties as the President may determine.

Section 7.4: The Secretary. The Secretary shall be responsible for recording the minutes of all meetings of the Chapter, shall be responsible for making all members aware of such meetings.

Section 7.5: Board of Director Chairs/Co-Chairs. Chairs/Co-Chairs shall have powers and perform liaison duties as the President determines. The responsibilities will be outlined by the Executive Committee and shall have the authority to appoint sub-committees to plan and implement the activities associated with the CLA for the year.

Section 7.6: Past President. The Past President shall serve as an advisor to the President, and fulfill such duties as requested by the President and/or Board of Directors. The Chapter requires the Past President to be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 7.7: Southern Ohio District Director. Position, elected by the State Council, shall serve as an ex officio member of the Board of Directors and Executive Committee but will have no voting privileges.

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 with the President having authority to name chairpersons and members of the standing committees.

Section 8.2: Committee Organization. Committees in addition to the Nominating Committee are established by resolution of the Board of Directors.

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. Special Committees or task forces may be organized by the President to meet particular Chapter needs.

Section 8.4: Committee Activity. Committees are established to provide the Chapter with special ongoing services, such as Membership, Programming, Professional Development, Communications, etc.

ARTICLE 9 – ELECTRONIC VOTING

Mail or electronic ballots can be used for the election of Chairpersons provided the Chapter has had at least one in-person meeting that year.

ARTICLE 10 – LOCATION OF GCHRA OFFICE

The Board of Directors shall have the power to determine where the offices of the Association shall be located.

ARTICLE 11 - STATEMENT OF ETHICS

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.

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 without the approval from the Board of Directors.

ARTICLE 12 - PARLIAMENTARY PROCEDURE

Meetings of the Chapter 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 Chapter.

ARTICLE 13 - AMENDMENT OF BYLAWS

The Bylaws may be amended 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 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 14 - 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 (e.g. 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 15 - 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.

ARTICLE 16 - TERMS USED

As used in these Bylaws, feminine or neuter 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. Note* These revised bylaws are not effective until approved and signed by SHRM CEO or designee.

Ratified by the Membership of Chapter and signed by:

Chapter President __________________________________________________________

Date ______________________________________

Approved by:

SHRM President/CEO or President/CEO Designee ________________________________

Date ______________________________________

 

Adopted July 11, 1947 and Amended
 

· October 13, 1948

· March 9, 1955

· April 13, 1955

· June 12, 1956

· January 14, 1959

· January 13, 1960

· October 28, 1963

· November 8, 1966

· October 10, 1972

· October 1, 1975

· January 10, 1979

· July 1, 1983

· May 8, 1985

· May 14, 1986

· March 29, 1991

· April 8, 1992

· October 6, 1993

· May 1, 1994

· May 19, 1999

· May 7, 2009

· April 22, 2010

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