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SHRM Maine State Council Bylaws

BYLAWS FOR SHRM MAINE STATE COUNCIL

ARTICLE I
NAME

The name of the Council shall be the SHRM Maine State Council,(also referred to as the Maine State Council of SHRM and hereinafter referred to as "the State Council" or "the Council"). To avoid potential confusion, the State Council will refer to itself as the "MaineState Council," and not as "SHRM" or the "Society forHuman Resource Management."

ARTICLE II
OFFICES

The principal office of the State Council shall be located at such place as shall be determined by the Governing Body. The State Council may also have offices at such other places as the Governing Body may from time to time determine.

ARTICLE III

PURPOSES

The purposes of the State Council shall be on a non-profit basis to promote the purposes of the Society for Human Resource Management (SHRM) by providing a structure for SHRM members in the State Of Maine(hereinafter referred to as "the State") to consult together concerning the affairs, activities, needs and problems of SHRM in the state and to adopt programs which will promote the progress and welfare of SHRM inthe human resource profession as a whole, including, without limitation, the provision of channels of communication between Chapters, the State Council, and the appropriate Regional Council, provision of services to all members of the human resource management profession within the State, and the provision of leadership training at the state level.

ARTICLE IV
FISCAL YEAR

The fiscal year of the State Council shall be the calendar year.

ARTICLE V
GOVERNING BODY

A. Powers and Duties. The Council shall consist of the Governing Body. The Governing Body shall manage and control the property, business and affairs of the Council, and in general exercise all powers of the Council.

B. Number and Privileges.

  1. The following shall be voting members of the Governing Body: one (1) State Director; one (1) State Deputy Director;one (1) Secretary; one (1) Treasurer; one (1) Director for each Core Leadership Area (CLA) established by SHRM; one (1) Chairperson (or designated representative) of the Diversity Hiring Coalition (DHC); as many Chapter Presidents as there are SHRM Chapters within the State; as many District Directors as deemed necessary by the State Director to meet the State's needs,(maximum number not to exceed 50 percent of the SHRM Chapters in the state); and as many Membership At-Large Directors as deemed necessary to meet the State's at-large membership needs, but at least one (1) Membership At-Large Director. In no event shall the aggregate number of District Directors and Membership At-Large Directors exceed one-third of the total number of voting members on the Governing Body.
  2. The Governing Body may also contain as many non-voting members as the State Director deems necessary and appropriate to perform the functions of the State Council.

C. Qualifications.All members of the Governing Body, both voting members and non-voting members, must be SHRM members in good standing throughout the duration of participation on the Governing Body. Membership At-Large Directors, who represent the SHRM members atlarge in the State, shall not be affiliated with any Chapter at the time of appointment. Non-voting members shall be drawn from such positions as the State Director feels should participate in the State Council in the best interests of the Council and SHRM, including without limitation, those positions such as student chapter presidents, student chapter advisors, and others whom the Council feels should participate in the best interests of the Society.

D. Election and Appointment/Term of Office.

  1. The State Director and State Deputy Director shall be elected from the current year's Governing Body by its voting members no later than Novemberof each year for the upcoming year. The President of each SHRM Chapter within the State shall be an ex-officio Chapter President on the State Council with full voting rights. District Directors, Membership At-Large Director(s), and Core Leadership Area (CLA) Directors shall be appointed by the State Director and will have full voting rights.The Chairperson (ordesignated representative) of the DHC shall be elected by the members of the DHC.The Secretary and Treasurer shall be nominated by the State Director and elected by a majority vote of the Governing Body upon which such Secretary and Treasurer will serve and will have full voting rights.
  2. Non-voting members of the Governing Body shall be appointed by the State Director with the prior concurrence of the Governing Body upon which such non-voting members will serve.
  3. Leaders filling all positions on the Council, both voting and non­voting, must be SHRM members in good standing within the state throughthe duration of participation on the Governing Body.
  4. All members of the Governing Body shall be elected or appointed to a one-year term beginning January 1 and ending December 31. The State Director, State Deputy Director,Secretary and Treasurer may serve one additional consecutive term.All other elected and appointed leaders may serve in the same position for not more than a total of four consecutive years. The Chairperson (or designated representative) of the DHC will serve under the terms established by the members of the DHC.

E. Removal.

  1. Any member of the Governing Body may be removed for actions contrary to the best interests of the Council or SHRM upon a two-thirds vote of the entire voting members of the Governing Body. In addition to removal for cause pursuant to the previous sentence, Chapter Presidents will be removed to the extent they vacate or are removed from their positionsas President of their respective SHRM Chapter.

F. Vacancies.Any vacancy in the State Director position shall be filled for the unexpired term by the State Deputy Director,or if such a position is vacant, by vote of a majority of the Governing Body in attendance at any duly constituted meeting. Any vacancy in any other position on the Governing Body other than Chapter President,shall be filled by appointment by the State Director with the concurrence of that person or body which must concur in the original appointment of such position. Any vacancy in aChapter President position will be filled as and when the respective Chapter elects or appoints a new President.Any vacancy in the Chairperson (or designated representative) of the DHC position will be filled by the DHC.

G. Governing Body Meetings.The Governing Body shall meet at least three times each year, the first of such meetings which shall be held before March 31. At least two of these meetings will be inperson meetings.

H. Special Meetings of the Governing Body.Special meetings of the State Councilmay be called by the State Director, or in the case of the absence or disability of the State Director, by the State Deputy Director, Secretary and/or Treasurer. A special meeting shall be called upon written request of a majority of the voting members of the Governing Body.

I. Notice of Meetings.Written notice of each Governing Body meeting shall be given or mailed to each member at least fifteen (15) days before such meeting.

J. Quorum; Governing Body Action.One-half (1/2) of the entire number of voting members of the Governing Body shall constitute a quorum for the transaction of business. The act of a majority of voting members present—either in person, or by conference phone at any meeting at which there is a quorumshall be the act of the Governing Body, except to the extent that the Bylaws or state law may require a greater number. In addition,the Governing Body may act by unanimous written consent of all voting members.

K. Presiding Member.At all meetings of the Governing Body, the State Director shall preside. In the absence of the State Director, the State Deputy Director shall preside. In the absence of both the State Director and State Deputy Director, a chairperson shall be elected by a majority of voting members present.

ARTICLE VI
OFFICERS

The State Director shall serve, ex-officio, as President of the State Council, but shall be referred to as the State Director. The State Deputy Director, Secretary and Treasurer shall serve in those roles respectively on the Council.

ARTICLE VII
RESPONSIBILITIES OF PARTICULAR
GOVERNING BODY MEMBERS

The responsibilities of each of the Governing Body members shall be as outlined in the position descriptions maintained by the Secretary and distributed to the members. The position descriptions are subject to change as deemed necessary by the State Council Director and/or the Governing Body.

ARTICLE VIII

COMMITTEES

Committees of the Governing Body may be appointed by the State Director, subject to such conditions or limitations as may be specified by the Governing Body. Such Committees may include, without limitation, an Executive Committee consisting of the State Director, the State DeputyDirector, the Secretary, the Treasurer, and any other voting member of theGoverning Body appointed to the Executive Committee by the Governing Body, which Executive Committee shall have the authority to act on behalf of the Governing Body in between meetings of the Governing Body on any matter except for dissolution, merger, sale of all or substantially all assets of the State Council, amendment of the articles of incorporation, bylaws or similar documents, or any other matters which applicable state law or resolution of the Governing Body prohibits such Executive Committee from taking action upon.

ARTICLE IX
ELECTRONIC VOTING

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

ARTICLE X
WITHDRAWAL OF STATE COUNCIL STATUS

State Council status may be withdrawn by a two-thirds (2/3) vote of the then entire number of voting members of the SHRM Board of Directors upon finding that the activities of the Council are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status, the State Council 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. After withdrawal of State Council status, the SHRM Board of Directors may cause a new State Councilto be created, or, upon affirmative vote of two-thirds (2/3) of the then entire number of voting SHRM Board of Directors and the consent of the body which has had State Council status withdrawn, may reconfer State Council status upon such body.

ARTICLE XI
RELATIONSHIPS

The State Council is a separate legal entity from SHRM. It shall not be deemed to be an agency or instrumentality of SHRM or another State Council, and SHRM shall not be deemed to be any agency or instrumentality of the State Council. The State Council shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. The State Council shall not contract in the name of SHRM,without the express written consent of SHRM. The relationship of the State Council and SHRM is also governed by the terms andconditions of the State Council Charter granted by SHRM to State Council and acceptby the State Council.

ARTICLE XII
COUNCIL DISSOLUTION

In the event of the State Council's dissolution, the remaining monies in the treasury, after councilexpenses have been paid, will be contributed to an organization decided upon by the Council at the time of dissolution (e.g.the SHRM Foundation, andendowment fund at a university, or other such organization in keeping with the purposes of this State Council).

ARTICLE XIII
STATEMENT OF ETHICS

The State Council adopts the SHRMCode of Ethical Standards for the HR Profession for members of the Council in order to promote and maintain the highest standards among its members. Each member shall honor, respect and support the purpose of the State Council and SHRM.

ARTICLE XIV
PARLIMENTARYPROCEDURE

Meetings of the State Council shall be governed by the rules contained in RobertsRules of Order (newly revised) in all cases to which they are applicable and in which they are consistent with the Law and Bylaws of the Council.

ARTICLE XV
BYLAW AMENDMENTS

The Bylaws of the Council may be amended by a two-thirds (2/3) vote of the Governing Body voting members present at a meeting at which a quorum exists, provided such proposed amendment is circulated in writing at least fifteen (15) days prior to such meeting and provided such amendments have been pre-approved by SHRM President/CEO or his/her designee, as being in furtherance of the purposes of SHRM and not in conflict with the Society's Bylaws.

ARTICLE XVI

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.

ARTICLE XVII
DIVERSITY HIRTING COALITION

In light of the ex-officio voting position on the Council's Board of Directors for Diversity Hiring Coalition ("DHC"), DHC may refer to itself as an "Affiliate of SHRM Maine State Council;" provided that DHC signs any license required by Society for Human Resource Management for such use of the "SHRM" mark. DHC is a separate legal entity from the Council and from the Society for Human Resource Management, and DHC shall not be deemed to be an agency or instrumentality of the Council or of the Society for Human Resource Management; and DHC shall not hold itself out to the public as an agent of the Council without the express written consent of the Council, nor as an agent of the Society for Human Resource Management without the express written consent of the Society for Human Resource Management. DHC shall not contract in the name of the Council without the express written consent of the Council; and DHC shall not contract in the name of the Society for Human Resource Management without the express written consent of the Society for Human Resource Management.

 Created: March 2004

Revised: November 2006