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Indiana SHRM Bylaws

BY LAWS INDIANA STATE COUNCIL
Society for Human Resources Management
Effective September 18, 1998

ARTICLE I

NAME

The name of the council shall be the Indiana State Council of the Society for Human Resource Management.

ARTICLE II

OFFICES

The principal office of the council shall be located at such place as shall be determined by the governing body of the council. The council may also have offices at such other places as the governing body of the council may from time to time determine.

ARTICLE III

PURPOSES

The purpose of the council shall be:

1. To promote the educational and other non-profit purposes of the Society for Human Resource Management (SHRM) by providing a structure for SHRM members in the state of Indiana,

2. To consult together concerning the affairs, activities, needs and problems of SHRM members in the State of Indiana,

3. To adopt programs which will promote the progress and welfare of SHRM in the personnel and human resources professionals a whole, including, without limitation, the provision of channels of communication between SHRM chapters, SHRM state councils and the SHRM Area III Board of Directors,

4. To provide services to all members of the personnel and human resources profession in Indiana and

5. To provide leadership training at the state level.

ARTICLE IV

FISCAL YEAR

The fiscal year of the state council shall be the calendar year.

ARTICLE V

NO MEMBERS

The council shall have no members.

ARTICLE VI

GOVERNING BODY

A. Powers and Duties. The governing body of the council 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. The voting members of the governing body shall be:

• One (1) state director
• One (1) secretary
• One (1) treasurer
• One (1) legislative director
• One (1) college relations director
• One (1) certification director
• One (1) education director
• One (1) SHRM Foundation director
• One (1) past state director
• One (1) diversity director
• One (1) communications director
• As many chapter presidents as there are regular SHRM chapters in the state
• As many district directors as deemed necessary by the state director to meet the state needs (maximum numbers not to exceed 50% of the SHRM chapters in the state), and
• As many at-large directors as deemed necessary to meet the state’s at-large membership needs, but no less than one (1) at-large director for the state and no more than a number equal to 50% of the SHRM chapters in the state.

C. Non-voting members The governing body shall contain as many non-voting members as the state director deems necessary and appropriate to perform the functions of the council. Non-voting members shall not exceed one-third the number of voting members of the governing body.

D. Qualifications All members of the governing body must be regular professional or general members of SHRM in good standing. At-large directors may or may not be affiliated with a chapter at the time of election or appointment. Non-voting members shall be drawn from such positions as the state director and the governing body feel should participate in the council in the best interest of the council and SHRM, including without limitation, those positions responsible for membership coordination, student chapter presidents, student chapter advisors and representatives from other recognized personnel organizations in the state.

E. Election and Appointment.

1. The state director shall be nominated by the Nominating Committee from the current year’s governing body and elected by its voting members; except that the initial state director shall be appointed by the SHRM Vice President, Region 11 with the concurrence of the SHRM Vice President, Area III for a term expiring December 31, 1986.

2. The secretary, treasurer, and directors for legislative, college relations, certification, education, SHRM Foundation, diversity and communications, as well as at-large and district directors, shall be nominated by the nominating committee and elected.

Elections for the above positions will occur by a majority bot of the voting members of the governing body in attendance at a meeting or who respond to a call for a vote no later than November 1 of each year for the upcoming year.

3. The president of each SHRM chapter in the state shall be an ex-officio chapter president on the governing body. Each chapter president may send a designee to governing body meetings who will stand in place of the chapter president for voting purposes. Such designees shall must be voting members of their chapter’s governing body and regular professional or general SHRM members. Designees are not members of the governing body.

4. Non-voting members of the governing body shall be appointed by the state director at any time with the concurrence of the governing body upon which such non-voting members will serve.

F. Term of Office.

1. Chapter presidents who serve ex-officio will have a term of office consistent with the term of office for chapter president stipulated in their chapter’s by-laws. They may serve in this capacity as long as their chapter by-laws permit them to hold the chapter president office. 4

2. All other members of the governing body shall be elected or appointed to a two-year term of office subject to the initial terms show below.

3. Members of the governing body will rotate off the governing body according to the following:

4. All positions other than Chapter President may be elected/appointed for an additional two-(2) year term. Such governing body members may not serve for more than five consecutive years in the same position.

G. Removal. 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, after having been given an opportunity for an informal hearing before 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 position as president of the particular SHMR chapter.

H. Vacancies. The Past State Director shall facilitate a process to fill any vacancy in the state director position when the state director cannot fulfill his/her term. The vacancy shall be filled for the unexpired term by a vote of a majority of the voting members in attendance at any duly constituted meeting. Any vacancy in any other position on the governing board other than chapter presidents shall be filled by appointment by the state director with the concurrence of that person or body which must concur with the original appointment of such position. Any vacancy in the chapter president position will be filled as and when the particular SHRM chapter elects or appoints a new president. In the event that the Past State 5 Director is unable to fulfill his/her term, the State Director shall attempt to fill the position by appointment with prior Indiana State Directors, contacting firs the most recent State Director, then the immediate previous State Director, and so on.

I. Governing Body Meetings. The governing body shall meet at least twice each year, the first of such meetings which shall be held before March 31.

J. Special Meetings of the Governing Body. Special meetings of the governing body may be called by the state director, or in the case of the absence or disability of the state director, by the secretary; in the case of absence or disability of the secretary, the treasurer. A special meeting shall be called upon written request of a majority of the voting members of the governing body.

K. 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.

L. Quorum; Governing Body Action. A minimum of six (6) voting members of the governing body shall constitute a quorum for the transaction of business. The act of a majority of voting members present at any meeting at which there is a quorum shall be the act of the governing body, except to the extent that the bylaws or state law may require a greater number.

M. Presiding Member. At all meeting of the governing body, the state director shall preside. In the absence of the state director, the secretary shall preside. In the absence of the secretary, the treasurer shall preside. In the absence of the treasurer, a chairperson shall be elected by a majority of voting members present.

ARTICLE VII

OFFICERS

The state director shall serve, ex-officio, as president of the council but shall be referred to as state director.

ARTICLE VIII

RESPONSIBILITIES OF PARTICULAR GOVERNING BODY MEMBERS

A. State Director. The state director is the chief elected officer of the council, and shall be responsible for initiating policies, strategies and objectives of the council consistent with SHRM area and national board policies. The state director shall preside over meetings of the council, and is an ex-officio member of all council committees. The state director shall assign responsibilities among the members of the governing body.

B. District Directors. District directors shall serve as SHRM representatives for a designated geographical area within the state. The district directors shall promote SHRM membership among practicing members of the human resources profession, identify potential leaders for the state council, provide direction, assistance and support of professional development activities within the state, area or national SHRM organizations, and develop and facilitate communications between SHRM chapters and the council.

C. At-Large Director(s). At-Large Director(s) shall serve as SHRM representatives for those SHRM members not represented by a SHRM chapter. The At-Large Directors shall promote SHRM membership among practicing members of the human resource profession; identify potential leaders for the state council, provide direction, assistance and support of professional development activities within the state, and develop and facilitate communications between SHRM members and the council.

D. Legislative Affairs Director. The Legislative Affairs Director shall have responsibility to monitor and evaluate on a continuing basis pending state legislative, regulatory and legal actions which may have an impact on the human resource professionals and to communicate such information to SHRM chapters and such other members as appropriate within the state. The Legislative Affairs Director shall work closely with the SHRM Area Legislative Affairs Director and the SHRM headquarters staff in carrying out these responsibilities.

E. Secretary. The Secretary shall be responsible for the preparation of a record of the proceedings off all meetings of the governing body.

F. Treasurer. The Treasurer shall be responsible for the financial affairs of the council. This responsibility shall include the preparation, interpretation and dissemination of periodic financial reports to the governing body.

G. Past State Director. The Past State Director shall offer advice and guidance to the State Director.

H. College Relations Director. The College Relations Director shall serve as an SHRM representative for the state. The College Relations Director shall promote SHRM membership among SHRM student chapters; coordinate student meetings for student chapters within the state; provide direction, assistance and support of professional development activities within the state SHRM organization; and develop and facilitate communications between SHRM student chapters and the council.

I. SHRM Foundation Director. The SHRM Foundation Director shall be the liaison between the SHRM Foundation, the council and SHRM chapters in the state. The SHRM Foundation Director shall promote support of the Foundation through personal giving and professional chapter activities and donations.

J. Certification Director. The Certification Director shall promote professional SHRM certification among SHRM chapters; provide direction, assistance and support of study groups throughout the state.

K. Education Director. The Education Director is responsible for advocating, tracking, and coordinating projects and programs intended to improve the readiness of students to enter the workforce. The Education Director may work with SHRM at the national, regional, and local levels to encourage members in their work with school systems, advocate programs and activities, and serve as a resource and liaison for chapters and schools as programs are initiated and developed.

L. Diversity Director. The Diversity Director shall promote diversity among the chapters in the state consistent with the guidelines from SHRM.

M. Communications Director. The communications Director shall facilitate and promote effective communications within the state council.

ARTICLE IX

COMMITTEES

Standing committees include the Nominating Committee. The Nominating Committee is responsible for announcing a proposed slate of candidates for elected positions to the governing body for election. The Nominating Committee is composed of at least three individuals from the governing body chosen by the Past State Director and includes the State Director. There will be no more than one member of the Nominating Committee whose term is expiring in the next year unless such individuals have indicated they will not serve again on the governing body. The Nominating Committee shall determine by its own methods who from the committee will serve as chair.

Other committees of the governing body may be appointed by the governing body, subject to such conditions or limitations as may be specified by the governing body.

ARTICLE X

PARLIMENTARY PROCEDURE

Meetings of the governing body 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 council.

ARTICLE XI

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 reviewed by SHRM’s national board of directors and are not in their opinion inconsistent or contrary to the best interest of the society.

ARTICLE XII

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.

As approved by ISC 10/26/1995
As approved by Area III VP 11/14/1995
As revised 9/18/1998