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By-Laws

    HUMAN RESOURCE ASSOCIATION OF CENTRAL UTAH
    By Laws and Duties of Board of Directors

    Article 1: Name and Affiliation

    Section 1.1: Name. The name of the Chapter is the Human Resource Association of Central Utah (herein referred to as “HRACU” or the “Chapter”.

    Section 1.2: Affiliation. HRACU is affiliated with the Society for Human Resource Management (herein referred to as “SHRM”).

    Section 1.3: Relationships. HRACU 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. HRACU shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. HRACU shall not contract in the name of SHRM without the express written consent of SHRM.

    Article 2: Purpose

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

    • to provide a forum for the personal and professional development of our members;
    • to provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;
    • to provide an arena for the development of trust relationships where common problems can be discussed and deliberated;
    • to provide an opportunity to focus on current human resource management issues of importance to our members;
    • to provide a focus for legislative attention to state and national human resource management issues;
    • to provide valuable information gathering and dissemination channels;
    • to provide a pool of human resource management leaders for perpetuation of the Chapter and of SHRM; and
    • to serve as part of the two-way channel of communications between SHRM and the individual members.
    Article 3: Fiscal Year

    The fiscal year of HRACU shall be the calendar year.

    Article 4: Membership

    Section 4.1: Qualifications for Membership. The qualifications for membership in HRACU shall be as stated in Sections 4.3, 4.4, and 4.5 of this Article. HRACU is a 100% Chapter of SHRM, and all Chapter members are required to be members in good standing of SHRM. To achieve the mission of the Chapter there shall be no discrimination in individual membership 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 include those individuals who are engaged as one or more of the following: (a) practitioners in any of the human resource disciplines; (b) hold an HR Certification; (c) are in a  bona fide executive, managerial or professional capacity in private industry, (d) 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 and have at least three years of experience at this level of teaching; (e) full-time consultants with at least three years’ experience practicing in the field of human resource management; and/or (f) full-time attorneys with at least three years’ experience in counseling and advising clients on matters relating to the human resource profession; (g) or other persons having a bona fide interest. Professional members may vote and hold office in the chapter.

    Section 4.5: Student Members. Individuals who are (a) enrolled either as full-time or part-time students, at freshman standing or higher; (b) enrolled in the equivalent of at least six (6) credit hours; (c) enrolled in a four-year or graduate institution and/or a consortium of these or a two-year community college with a matriculation agreement between it and a four-year college or university which provides for automatic acceptance of the community college students into the four-year college or university; (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. Student members may not vote or hold office in the Chapter.

    Section 4.6: Application for Membership. Application for membership shall be on the Chapter application form. All applications shall be reviewed by the Membership Director 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 4.7: Voting. Each Professional member of HRACU 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 an Ad Hoc Committee appointed by the Board of Directors.

    Section 4.8: Dues. Annual membership dues shall be established for the next year by the Board of Directors prior to the mailing of renewal notices. Annual dues shall be payable in advance by January 1 of each year. Annual dues not paid within thirty days after due date shall be declared delinquent except in cases where the Membership Committee, at its discretion, extends the period of grace for an additional thirty days. New members joining the chapter will pay the annual rate or the prorated rate for the quarter they join. Existing members renewing their membership will pay the annual rate. If renewal dues are not paid by the first quarter, membership will be dropped.

    Section 4.9: Termination of Membership. Any member failing to maintain membership in SHRM will forfeit his/her membership in the Chapter.

    Article 5 – Member Meetings

    Section 5.1: Regular Meetings. Regular meetings of the members shall be held on the second Thursday of each month or as otherwise determined by the Board of Directors.

    Section 5.2: Annual Meeting. An annual meeting of the members for installing Directors and Officers, and conducting other appropriate business will be held each December at a time and place to be designated by the Board.

    Section 5.3: Special Meetings. Special meetings of members shall be held on call of the President, the Board of Directors, or by a group of members representing one-tenth of the voting members of the Chapter.

    Section 5.4: Notice of Meetings. Notice of all regular, special, and annual meetings shall be available online at the Chapter’s website and given to all members at least 10 days prior to the meetings.

    Section 5.5: Quorum.  Members holding one-fourth of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. Transaction of official business may take place at any meeting of the Chapter at which there is a quorum. The vote of a majority of the members present or represented by proxy at any meeting at which there is a quorum shall be necessary for the adoption of any matter voted on by the members.

    Section 5.6: Presiding Officer. The President presides at all meetings of the members. In the absence of the President, the President-Elect or Past President presides. In the event that all of the above are not present, a designated Board member will preside.

    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, Past President or President-Elect, Membership Director, Treasurer, and Secretary.

    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 shall also include Core Leadership Area Directors, the Conference Chair, and the Past President. These shall constitute the governing body of HRACU. Additional Core Leadership Area Directors shall be nominated by the President and elected from among the eligible membership as members of the Board of Directors, should new Core Leadership Areas be established by SHRM.

    Section 6.4: Qualifications. All candidates for the Board of Directors must be Professional members of the chapter in good standing at the time of nomination or appointment and for their complete term of office. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office. The chapter also requires that each Board member be a current member in good standing of SHRM throughout the duration of his/her term of office.

    Section 6.5: 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 at the beginning of each election year. Each elected Officer, except the Past President and President-Elect, 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. The Past President shall serve the first year of the President’s term in office and the President-Elect shall serve the second year. Officers and Directors may not be elected to serve more than two (2) consecutive terms in the same position.

    Section 6.6: Vacancies. Any vacancy in the Board may be filled for the unexpired term by appointment of the President with the consent of the Board of Directors.

    Section 6.7: 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 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 6.8: 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. A Professional member 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 6.9: 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 due process hearing prior to any termination action being imposed.

    Article7: 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 Chapter Board. The position descriptions are subject to change as deemed necessary by the President and/or the Chapter Board.

    Section 7.1: The President. The President shall preside at all meetings of the members and 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 Past President or President-Elect. The Past President will serve as an advisor to the President and will fulfill the duties outlined below during the first year of the President’s term in office. The President-Elect will serve the second year of the President’s term in office and fulfill the following duties. The Past President or 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 the Board or the President may determine. The Past President or President-Elect serves as Chair of the Program Committee. This responsibility includes programs conducted at all regular meetings of the members, social functions, and any workshops and/or seminars sponsored by the Chapter as determined by the President and the Board. He/she shall have the authority to appoint sub-committees to plan and implement the activities associated with the program year. The President-Elect is encouraged to attend the annual SHRM Volunteer Leaders’ Summit. The Chapter requires the Past President and President-Elect to be a current member in good standing of SHRM throughout the duration of his/her term in office.

    Section 7.3: The Membership Director. The Membership Director shall serve as chair of the Membership Committee. He/she shall encourage Chapter and SHRM membership growth and shall maintain the official membership roaster of the Chapter. He/she shall have such other posers and perform such other duties as the President may determine. The Chapter requires the Membership Director to be a current member in good standing of SHRM during his/her entire term of office.

    Section 7.4: The Treasurer. The Treasurer shall be responsible for the financial affairs of the Chapter, including all required filings. and deposit all such funds in the name of the Chapter in such bank(s) as may be selected by the Board. This officer will receive, give receipts for all monies payable to the Chapter and will handle payments of all accounts payable as approved by the Board. Such payments will be made on behalf of the Chapter by the Treasurer or Treasurer-Elect signing checks with a second signature required. The President’s or President-Elect’s signature will be required as the second signature. The Treasurer will keep full and accurate accounts of all transactions and shall render an accounting of transactions and of the financial conditions of the Chapter quarterly or as required by the President or a majority of the Board. SHRM membership is required to hold this position.

    Section 7.5: 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, and shall be responsible for coordinating the activities related to the Chapter’s newsletter. The Chapter requires the Secretary to be a current member in good standing of SHRM throughout the duration of his/her term of office.

    Section 7.6: Core Leadership Area (CLA) Directors. Core Leadership Area Directors shall have such powers and perform such liaison duties as the Board or the President may determine. The responsibility includes awareness sessions and initiatives in the particular CLA as determined by the President and the Board. He/she shall have the authority to appoint sub-committees to plan and implement the activities associated with the CLA for the year. The Chapter requires each CLA Director to be a current member in good standing of SHRM throughout the duration of his/her term of office.)

    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 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, Programs, Professional Development, Communications, Marketing/Public Relations, etc.

    Article 9: Electronic Voting

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

    Article 10: 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 11: 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 12: Amendments to 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 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 propose 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 13: 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 14: 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 15: 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.