BY-LAWS
NORTHEAST PENNSYLVANIA CHAPTER
OF THE
SOCIETY FOR HUMAN RESOURCE MANAGEMENT

ARTICLE 1
NAME AND AFFILIATION

Section 1.1: Name. The name of the Chapter is Northeast Pennsylvania Society for Human Resource Management (hereinafter referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as NEPA SHRM 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.
11. 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:
12. to be a recognized world leader in human resource management;
13. to provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;
14. to be the voice of the profession on human resource management issues;
15. to facilitate the development and guide the direction of the human resource profession; and
16. to establish, monitor and update standards for the profession.

ARTICLE 3
FISCAL YEAR

The fiscal year of the Chapter shall be the calendar year.

ARTICLE 4
MEMBERSHIP

Section 4.1: Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in Sections 4.3, 4.4, 4.5, and 4.6 of this Article. The Chapter 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 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 of human resource management at the exempt level for at least three years; (b) hold an HR certification recognized by SHRM; (c) 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; (d) full-time consultants with at least three years' experience practicing in the field of human resource management; and/or (e) full-time attorneys with at least three years' experience in counseling and advising clients on matters relating to the human resource profession. Professional members may vote and hold office in the chapter.

Section 4.5: Associate Members. Individuals in non-exempt human resource management positions as well as those individuals who do not meet the qualifications of the other classes of membership, but who demonstrate a bona fide interest in human resource management and the mission of the Chapter. Associate members may not vote or hold office in the Chapter.

Section 4.6: 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 4.7: Application for Membership. Application for membership shall be submitted through the Chapter website. All applications shall be reviewed and approved by the Vice President of Membership. New members shall be afforded full membership rights from the date of application approval by the Board of Directors or their designee. Thereafter, continued membership rights will be based on continued eligibility, timely payment of membership dues, and remaining in “good standing” with the Chapter and SHRM. 
• Approved applicants must make payment of all membership fees within thirty (30) days.  If membership fees remain unpaid after thirty (30) days, the applicant will be asked to reapply.

Section 4.8: Voting. Each Professional member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Associate and Student Members are not eligible to vote. Votes shall be tallied by an Ad Hoc Committee appointed by the Board of Directors.

Section 4.9: Dues. The Board of Directors may determine from time to time the amount of membership fee, if any, and annual dues payable by the members. Annual dues, if any, will become payable on January 1 of each year. The membership must be notified prior to that date of the amount of annual dues, if any.

Section 4.10: 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 first Tuesday of each month or as otherwise determined by the Board of Directors.

Section 5.2: Annual Meetings. The annual meeting of the members for electing the Board of Directors and Officers, and conducting other appropriate business shall be held in December or at such other time as determined by the Board of Directors.

Section 5.3: 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 5.4: Notice of Meetings. Notice of all special and annual meetings or meetings at which a fundamental transaction is under consideration shall be given to all members at least ten days prior to such meetings. Notice of regular meetings shall be given to all members at least seven days prior to the meeting. Notices may be delivered in person or via first class or electronic mail to the address of the members on record with the Chapter.

Section 5.5: Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person or by conference call where all participants can hear each other and respond, 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, by conference call, or by electronic vote 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.

Section 5.6: Action by Written Consent.  Any action required or permitted to be taken at any meeting may be taken without a meeting if a written consent thereto is signed by all of the members and such written consent is filed with the minutes of the Chapter.

ARTICLE 6
BOARD OF DIRECTORS

Section 6.1: Power and Duties. The Board of Directors 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 Board of Directors shall consist of not less than six nor more than fifteen directors. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect, Vice President of Membership, Vice President of Finance, and Secretary. Nine additional members may be elected from among the eligible membership as members of the Board of Directors.

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 and the Past President. These shall constitute the governing body of the Chapter. 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.

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 and Director shall assume office on January 1 following his/her election and shall hold office for a three-year term or until his/her successor is elected and takes office. Officers and Directors may not be elected to serve more than two (2) consecutive three-year terms in the same position. For example, a Director may serve his or her three-year term and subsequently be elected to serve another three-year Director term.  He or she has the option to serve as an Officer following the two Director terms, however, cannot continue in the Director seat past six years.  He or she may move back to a Director seat after an Officer term is held or absent himself or herself from the Board of Directors for one year or more.  Should a Director choose to take an Officer seat, they shall fulfill their term and move back to a Director seat.

Section 6.6: Vacancies. Any Officer or Director vacancy 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 vote of the majority of the Directors present, via in person and conference call, shall be necessary for the adoption of any matter voted.

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. 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.

Section 6.10 Attendance. Officers and Directors are required to attend sixty percent of the regularly scheduled meetings to maintain their position as an Officer and on the Board of Directors.  Failure to attend sixty percent of the meetings shall constitute cause for the purpose of Section 6.9.

Section 6.11 Committee Participation.  Each Director shall serve on a minimum of one committee at all times during their term.

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 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 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.

Section 7.2: The President-Elect. The 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. 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 Leadership Conference.

Section 7.3: The Vice President of Membership. The Vice President of Membership shall serve as chair of the Membership Committee. He/she shall encourage Chapter and SHRM membership growth and shall maintain the official membership roster of the Chapter. He/she shall have such other powers and perform such other duties as the President may determine.

Section 7.4: Vice President of Finance. The Vice President of Finance 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 examination audit of the accounts as may be required by the Board.   As a matter of sound business practice, periodic auditing by an outside accountant shall occur as deemed appropriate by the Board of Directors..  He/she shall be responsible for membership billing. He/she shall also perform such other duties as the President may determine.

Section 7.5: The Secretary. The Secretary shall be responsible for recording the minutes of all meetings of the Chapter and shall be responsible for making all members aware of such meetings.

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.

Section 7.7: 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.

Section 7.8 Eligibility.  Eligibility for nomination for an Officer position requires at least one year of service on the Board of Directors.

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. Each committee must be chaired by a Director. 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, Professional Development, Communications/Marketing and Public Relations, Legislation, Governance, Finance, etc.

ARTICLE 9
STATEMENT OF ETHICS

The Chapter adopts SHRM's current Code of Ethics (attached as Exhibit A) 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 10
BOOKS AND RECORDS

Section 10.1. Documents.  The Chapter shall keep a record of the proceedings of the members and the Directors, copy of its Bylaws, including all amendments thereto to date, certified by the Secretary of the Chapter, and a membership register, giving the names of the members, and showing their respective addresses, membership category and other details of the membership of each. The Chapter shall also keep appropriate, complete and accurate books and records of account.

Section 10.2. Access and Review. Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person, during the usual hours for business for any proper purpose, the membership register, books and records of account, and records of the proceeding of the members and directors, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member.

ARTICLE 11
PARLIAMENTARY PROCEDURE

Meetings of the Chapter shall be governed by the rules contained in Robert's Rules of Order 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
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 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 Vice President of Finance 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 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.