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    By Laws

     

    HUMAN RESOURCES MANAGEMENT ASSOCIATION

    OF CENTRAL MASSACHUSETTS, INC.

    ARTICLE 1

    Section 1.1:  Name. The name of the Association is Human Resources Management Association of Central Massachusetts, Inc. (herein referred to as the "Association").  To avoid potential confusion, the Association will refer to itself as Human Resources Management Association of Central Massachusetts 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 SHRM State Council and SHRM shall not be deemed 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 2

    PURPOSE

    The purposes of this Association, as an organization, are:

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

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

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

    iv.           to provide a focus for state and national legislation dealing with human resource management issues;

    v.            to provide valuable information gathering and dissemination channels; and

    vi.            to provide a pool of human resource management leaders for perpetuation of the Association and the professions.

    The Association promotes the use of sound and ethical human resource management practices in the profession and will:

    (a)  provide high-quality, dynamic and responsive programs and service to our members with interests in human resource management; and

    (b)  be a resource for the profession.

    ARTICLE 3

    MISSION

    The Association provides individuals who perform human resource functions with a cost-effective way to improve their knowledge and skills through timely programs and peer networking opportunities.

    ARTICLE 4

    FISCAL YEAR

    The fiscal year of the Association shall be July 1 through June 30.

    ARTICLE 5

    MEMBERSHIP

    Section 5.1:  Qualifications for Membership.  The qualifications for membership in the Association shall be as stated in Sections 5.2, 5.3, 5.4, 5.5 and 5.6 of this Article.  To achieve the mission of the Association there shall be no discrimination in individual memberships because of race, color, religion, sex, sexual orientation, age, national origin, disability, veteran’s or military status, genetic information, or any other legally protected class.  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 Student or Associate 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.

    Section 5.2:  Professional Members.  Professional membership shall be limited to those individuals who are engaged in one or more of the following:  (a) currently employed in an exempt or non-exempt capacity in the field of human resources management; (b) responsible for the human resources function in his or her organization; (c) currently certified by the Society for Human Resource Management (SHRM-CP or SHRM-SCP) or by the Human Resources Certification Institute (PHR, SPHR, or GPHR); and/or (d) is a faculty member holding an assistant, associate or full professor rank in human resource management or any of its specialized functions at an accredited college or university and have at least three (3) years’ experience at this level of teaching.  Professional members may vote and hold office in the Association.

    Section 5.3:  Consultant Members.  Consultant membership shall be limited to those individuals who meet one of the following criteria (excludes employment agencies):  (a) a consultant with at least three (3) years’ experience in consulting to clients on matters relating to the human resources profession; or (b) 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.  Consultant members may vote and hold office in the Association.

    Section 5.4:  Student Members.  Student membership shall be limited to those individuals who meet one or more of the following criteria:  (a) a member of a student chapter affiliated with SHRM; or (b) an active student enrolled full- or part-time in the equivalent of at least six (6) credit hours per semester at an accredited university or college.  Must be able to prove emphasis in human resource management subjects and enrollment in the university’s or college’s human resource or related degree program.  Student Members shall be entitled to participate in all activities of the Association, but may neither vote nor hold office.  They may serve on Chapter Committees.

    Section 5.5:  Life Members.  Life membership shall be limited to those individuals who meet all of the following criteria:  (a) has attained twenty (20) years (not consecutive) as a member in good standing of HRMA; (b) currently or has been an officer of the Association or a member of the Board of Directors of the Association; and (c) has been approved by a vote of the Board of Directors.  Life members may vote and hold office in the Association and shall pay no dues. 

    Section 5.6:  Associate Members.  Associate membership shall be limited to those individuals who do not meet the qualifications of the other categories of membership, but who meets one of the following criteria:  (a) demonstrate a bona fide interest in the human resource field and the mission of the Chapter; or (b) offer a human resource-related service or product.  Associate members may vote and hold office in the Chapter. 

    Section 5.7:  Application for Membership.  Application for membership shall be on the Association application form.   All applications shall be reviewed and approved by the Board of Directors or their designee.  New members shall be afforded full membership rights from the date of application approval by the Board of Directors or their designee.

    Section 5.8:  Voting.  Each Professional, Consultant, Life, and Associate member in accordance with Section 5.5 shall have the right to cast one vote on each matter brought before a vote of the members.  Student Members are not eligible to vote.  Votes shall be tallied by the Board of Directors.

    Section 5.9:  Dues.  Dues shall be determined annually by the Board of Directors.  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 Treasurer 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.  If at any time during the membership year a current member becomes unemployed or changes employment to a position not in the human resource field, that individual may remain a member for the remainder of the membership year.

    ARTICLE 6

    MEMBER MEETINGS

    Section 6.1:  Regular Meetings.  Regular meetings of the members shall be held monthly from September through June or as otherwise determined by the Board of Directors.

    Section 6.2:  Annual Meetings.  The annual meeting of the members for electing Directors and Officers, and conducting other appropriate business, shall be held in May or at such other time as determined by the Board of Directors.

    Section 6.3:  Special Meetings.  Special meetings of members shall be held on call of the President and the Board of Directors.

    Section 6.4:  Notice of Meetings.  Notice of all special and annual meetings shall be given to all members at least ten (10) days prior to the meetings.  Notice of regular meetings shall be given to all members at least seven (7) days prior to the meeting.

    Section 6.5:  Quorum.  The vote of a majority of the members present at any meeting at which there are a minimum of twenty (20) voting members present, either in person, or by some other manner approved by the Board of Directors, 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 7

    BOARD OF DIRECTORS

    Section 7.1:  Power and Duties.  The Board of Directors (also referred to as the “Board”) shall manage and control the property, business and affairs of the Association and in general exercise all powers of the Association.

    Section 7.2:  Officers The following shall be members of the Board of Directors and shall be Officers of the Association:  President, Vice President, Immediate Past President, Treasurer, and Secretary.  

    Section 7.3:  Composition of the Board of Directors Along with the Officers listed in Section 7.2 of this Article, the Board of Directors shall include a minimum of six members.  These shall constitute the governing body of the Association.   

    Section 7.4:  Qualifications.  All candidates for the Board of Directors must be Professional, Consultant, Life, or Associate members of the Association in good standing at the time of nomination or appointment and for their complete term of office.  The President must be a current member in good standing of SHRM throughout the duration of his/her term of office.  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.

    Section 7.5:  Election - Term of Office.  Officers and Directors shall be elected by the members at the annual meeting of the membership from the proposed slate of the nominating committee appointed by the Board of Directors.  Each elected Officer and Director shall assume office following his/her election.  Officers shall hold office for two years or until his/her successor is elected and takes office, and Directors shall hold office for three years or until his/her successor is elected and takes office.

    Section 7.6:  Vacancies.  Any vacancy in the Board may be filled for the unexpired term by appointment of the Board of Directors.

    Section 7.7:  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, an acceptable form of proxy 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. 

    Section 7.8:  Board of Directors' Responsibilities.  The Board of Directors shall transact all business of the Association except as prescribed otherwise in these Bylaws or other governing instruments of the Association.  A member in good standing may request the Secretary to place on the agenda of the next regular Board of Directors meeting any action for consideration by the Board of Directors.

    Section 7.9:  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 statement of the reasons for his/her removal prior to any termination action being imposed.

    Section 7.10:  Appointment of Non-Elected Board Member. The Board of Directors shall have the authority to appoint individuals to such other offices as he/she deems appropriate.

    ARTICLE 8

    BOARD 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 and distributed to the Board. The position descriptions are subject to change as deemed necessary by the President and/or the Board.

    Section 8.1:  The President.  The President 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 be a current member in good standing of SHRM during his/her entire term of office.  The cost of the President’s SHRM dues, if not paid by the President’s employer, shall be paid by the Association.

    Section 8.2:  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. 

    Section 8.3:  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.  An ad hoc Finance Committee will be formed to audit the books to insure consistency in reporting of income and disbursement of funds. The Treasurer will be responsible for the payment of all Association bills. 

    Section 8.4:  The Secretary.  The Secretary or a member of the Board of Directors shall be responsible for recording the minutes of all meetings of the Association and shall be responsible for making all members aware of such meetings.

    Section 8.5:  Immediate Past President.  The Immediate Past President serves as an advisor to the President, and fulfills such duties as requested by the President and/or Board of Directors. 

    ARTICLE 9

    COMMITTEES

    Section 9.1:  Committees.  The establishment of both standing and ad-hoc committees shall be the right of the Board of Directors.

    Section 9.2:  Committee Organization.  Committees are established by resolution of the Board of Directors.

    Section 9.3:  Committee Chairpersons.  Appointment of Chairpersons to committees is the responsibility of the Board of Directors.  The Chairperson will seek interested members to participate in committee activities.  Special Committees or task forces may be organized and approved by the Board of Directors to meet particular Association needs. 

    Section 9.4:  Committee Activity.  Committees are established to provide the Association with special ongoing services, such as Programs, Board Development, Membership, College Relations, By-Laws, etc.

    ARTICLE 10

    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 Association meetings without the approval from the Board of Directors.

    ARTICLE 11

    AMENDMENT OF BYLAWS

    The Bylaws may be amended by a majority vote of the members present at any meeting at which a quorum exists, as defined in Section 6.5, and in which required notice has been met, provided, however, 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 not effective unless and until approved by the SHRM President/CEO or his/her designee. 

    ARTICLE 12

    INDEMNIFICATION 

    Each person at any time a director, officer, employee or agent of the Association and any person who serves at its request as a director, officer, employee or other agent of another organization, or who serves at its request in any capacity with respect to any employee benefit plan, including each former director, officer, employee or agent who was such before, on or after the date of the adoption of this bylaw shall, to the extent permitted by law and without prejudice to any other rights he or she might have, be entitled to be reimbursed by the Association for, and indemnified by the Association against, all judgments, fines, penalties, costs and expenses reasonably incurred by him or her in connection with or arising out of any claims made, or any action, suit or proceeding threatened or brought against him or her or in which he or she may be involved as a party or otherwise by reason of any action alleged to have been taken or omitted by him or her as a director, officer, employee or agent, or in any capacity with respect to any employee benefit plan, whether or not he or she continues to be a director, officer, employee or agent, or to serve in any capacity with respect to any employee benefit plan, at the time of incurring such costs and expenses, including amounts paid or incurred by him or her in connection with reasonable settlements (other than amounts paid to the Association itself) of any claim, action, suit or proceeding.  Any rights to reimbursement and indemnification granted under this Article to any such director, officer, employee or agent shall extend to his or her heirs, executors and administrators.  No such reimbursement or indemnification shall be provided for any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association, or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.  Reimbursement or indemnification hereunder shall include payments by the Association of costs and expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification hereunder, which undertaking shall be accepted without reference to the financial ability of such person to make repayment.  Nothing herein contained is intended to, or shall, prevent a settlement by the Association prior to final adjudication of any claim, including claims for reimbursement or indemnification under this bylaw, against the Association when such settlement appears to be in the interest of the Association.  Each such person shall, by reason of his or her continuing such service or accepting such election or employment, have the right to be reimbursed and indemnified by the Association, as above set forth with the same force and effect as if the Association, to induce him or her to continue so to serve or to accept such election or employment, specifically agreed in writing to reimburse and indemnify him or her in accordance with the foregoing provisions of this Article.  Nothing herein contained is intended to, or shall, prevent the Association from entering indemnity agreements with other persons or purchasing insurance to cover any liabilities of any director, officer, employee or agent.  No director or officer of the Association shall be liable to anyone for making any determination as to the existence or absence of liability of the Association hereunder or for making or refusing to make any payment hereunder in reliance upon advice of counsel.

    ARTICLE 13

    ASSOCIATION DISSOLUTION

    In the event of any liquidation or dissolution of the Association (whether voluntary, involuntary or by operation of law) after payment of all of the liabilities of the Association or due provision therefore, all of the assets of the Association shall be conveyed, transferred, distributed, and set over outright to one or more institutions or organizations, organized for purposes similar to those of the Association and exempt from federal income tax under Section 501(c) of the Internal Revenue Code, as a majority of the total number of the directors of the Association may by vote designate and in such proportions and in such manner as may be determined in such vote, including, but not limited to, the SHRM Foundation, a local student chapter, the State Council, or an HR degree program. 

    ARTICLE 14

    WITHDRAWAL OF AFFILIATED ASSOCIATION STATUS

    Affiliated 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 affiliated 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 affiliated status withdrawn, may re-confer affiliated status upon such body.

    Removal of affiliation with SHRM by the Association may be accomplished by a majority vote of the members authorized to vote at any regular or special meeting called for the purpose.

    Revised: September 2015