Northeast Mississippi Human Resource Association Constitution & Bylaws

Effective June 11, 1973
Revised June 1, 1982
Revised June 1, 1989
Revised June 1, 1996
Revised July 1, 2002
Revised November 7, 2002
Revised January 1, 2003
Revised November 7, 2006
Revised January 29, 2008
Revised May 9, 2008

Revised February 15, 2013

Revised February 24, 2014

Revised January 11, 2018

Revised February 3, 2020

 

ARTICLE I – IDENTIFICATION

Section 1: NAME. The name of the Chapter is Northeast Mississippi Human Resource Association (“NEMSHRA”). To avoid potential confusion, the Chapter will refer to itself as Northeast Mississippi Human Resource Association and not as SHRM or the Society for Human Resource Management.

Section 2: NATIONAL AFFILIATION. The Northeast Mississippi Human Resource Association (“NEMSHRA”), hereinafter referred to as the Chapter, shall be operated as an Affiliate of the Society for Human Resource Management (“SHRM”), hereinafter referred to as “SHRM”. Hence, affiliation requirements will be met and maintained by the Chapter at all times.

Section 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.

Section 4: OFFICES. The principal office of the Chapter shall be located at such place as shall be specified by the Board of Directors. The Chapter may also have offices at such other places as designated by the Board of Directors.

Section 5: FISCAL YEAR. The fiscal year of the Chapter shall be the calendar year.

ARTICLE II – MISSION OF NEMSHRA

NEMSHRA’s mission is as follows:

We provide opportunities for exchange of information among our members and promote the educational development of Human Resource professionals, aiding in their effectiveness, efficiency and performance in all phases of Human Resource Management and Administration. We also look for opportunities to provide guidance and assistance in our community as Human Resource professionals.

ARTICLE III – MEMBERSHIP

Section 1: TERMS AND CLASSES. The Chapter is a 100% Chapter of SHRM, and all Chapter members are required to be members in good standing of SHRM.

Terms and classes of membership in the Chapter shall be the same as are provided for in the “SHRM” Bylaws and as briefly described below. Therefore a national member, in good standing, of “SHRM” will be automatically a member, in good standing, of the Chapter.

a) PROFESSIONAL MEMBERS. Individuals who are engaged in the profession of human resource management and who meet one of the following criteria:

i. Possess at least three (3) years of exempt level human resource management experience.

ii. Are certified by the Society of Human Resource Management (SHRM-CP or SHRM–SCP) or Human Resource Certification Institute (PHR or SPHR).

iii. Are faculty members holding assistant, associate, or full professorial rank in human resource management or any of its specialized functions at an accredited college or university and have at least three (3) years of experience at this level of teaching.

iv. Are full-time consultants with at least three (3) years experience as a practitioner in human resource management.

v. Are full-time attorneys with at least three (3) years experience in counseling and advising clients on matters relating to the human resource profession.

vi. Professional members may vote and hold office in the Chapter.

b) GENERAL MEMBERS. Individuals who are engaged in the profession of human resource management in an exempt position but do not meet the requirements of Professional Membership.

i. Members of this class have the right to vote and hold office in the Chapter.

c) ASSOCIATE MEMBERS. Individuals in non-exempt human resource management positions, plus persons who do not meet the qualifications of the other classes of membership, but who are interested in the field of human resource management.

ii. Associate members have no vote and may not hold elected office in the Chapter.

d) RETIRED, LIFE, AND OTHER MEMBERS. Individuals who meet the qualifications for all other categories of membership, as described in the “SHRM” Bylaws, may be a member of the Chapter.

iii. Said members may vote but may not hold elected office in the Chapter.

Section 2: APPLICATION FOR MEMBERSHIP. Application for membership shall be submitted to “SHRM” by any method they allow. There shall be no corporate memberships. To achieve the purposes of the Chapter there shall be no discrimination in individual memberships because of race, religion, sex, age, national origin, disability, veteran’s status or sexual orientation.

Section 3: MEMBERSHIP APPROVAL. Receipt of membership approval from “SHRM” is automatically accepted by the Chapter.

Section 4: TERMINATION OF MEMBERSHIP. The Chapter may terminate any member who fails to uphold the Chapter’s Code of Conduct or conduct themselves in a professional manner in keeping with the ethical or moral standards or legal regulations. Any member may be terminated upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting. The member shall be entitled to a hearing prior to any termination action being imposed.

Section 5: ANNUAL DUES. Annual dues to “SHRM” shall become payable on a yearly basis. The amount of these dues shall be determined by SHRM. National dues automatically include membership in the Chapter.

ARTICLE IV -- MEETINGS

Section 1: REGULAR MEETINGS. Regular meetings shall be held on the first Thursday of each month at such time and place as the Board of Directors may designate. Meetings during one or more summer months may be omitted or additional meetings may be added by a resolution of the Board of Directors.

Section 2: NOTICE OF MEETINGS. The President or Secretary shall send a notice of all meetings to all members at least five days prior to the meeting date.

Section 3: QUORUM. At least 10 Professional or General Members at a meeting shall constitute a quorum.

ARTICLE V -- ELECTIONS

Section 1: OFFICERS AND DIRECTORS. Elections of Officers and Directors shall be conducted in accordance with the procedures outlined below:

a) No later than the first day of November every other year, the Nominating Committee, composed of the Board of Directors, shall prepare a list of nominees for the offices to be filled and present it at the next Chapter meeting.

b) After being elected by the Chapter, the nominees shall be installed at the following January meeting.

Section 2: ELECTIONS.

a) Votes Required. Each Officer shall be elected on the basis of a plurality of the eligible votes present at the meeting where a quorum exists.

b) Tie Votes. In the event of a tie during the election through two or more candidates for the same office receiving the same number of votes, successive balloting shall be conducted until one candidate receives plurality.

ARTICLE VI – BOARD OF DIRECTORS

Section 1: NUMBER. The members of the Board of Directors shall be comprised of the following: President, President Elect, Secretary, Treasurer, Past President, Certification Director, College Relations Director, Diversity Director, Government Affairs Director, Membership Director, Workforce Readiness Director and SHRM Foundation Chair. The board may also consist of Emeritus Board Members who do not hold a functional position, nor have voting ability, but act as a consultant to the board members. Emeritus Board Members must have held the office of President, Secretary or Treasurer for a full term sometime in the past. Emeritus Board Members must be voted in by a two thirds count of a quorum, and may be removed at any time by the same manner. The President shall be the presiding officer of the Board of Directors.

a) Standing Positions, that comprise the remaining members of the Board of Directors, are appointed by the President and shall hold office for the same two-year term. Normally the titles of these positions remain constant and are in concert with the goals and objectives of “SHRM” and/or the Chapter. Individuals who fill these positions may succeed themselves for one term in the same position if re-appointed by the incoming President. After having served for two consecutive terms, nothing would prevent them from being appointed to another Standing Position.

Section 2: QUORUM. A majority of the total Board membership shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board.

Section 3: REMOVAL. Any Officer or Director may be removed from office 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 hearing prior to any termination action being imposed.

ARTICLE VII – OFFICERS

Section 1: NUMBER. The officers of the Chapter, who shall be elected except as otherwise specified herein, shall be the President, President Elect, Secretary and Treasurer. Officers shall rank in the order named. Other standing positions deemed necessary shall be appointed by the President.

Section 2: QUALIFICATIONS. All candidates for elected office must be Professional or General members of “SHRM’ and the Chapter in good standing at the time of nomination or appointment. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 3: ELECTION -- TERM OF OFFICE. All elected officers shall be chosen as provided in these Bylaws. Elected officers shall assume office on the January 1st immediately following their election.

a) The President shall hold such office for a two-year term or until the death, resignation, or removal from office of the incumbent. No person elected as President shall be eligible for reelection to said office for the next term.

b) The President Elect shall hold such office for a two-year term or until the death, resignation, or removal from office of the incumbent President. Succession Planning then calls for the President Elect to move to the position of President for the two year term immediately following their term as President Elect.

c) The Secretary/Treasurer shall hold such office for a two-year term or until the death, resignation or removal from office of the incumbent. The Secretary/Treasurer may serve any number of consecutive terms if nominated by the Board of Directors.

d) Standing Positions, that comprise the remaining members of the Board of Directors, are appointed by the President and shall hold office for the same two-year term. Normally the titles of these positions remain constant and are in concert with the goals and objectives of “SHRM” and/or the Chapter. Individuals who fill these positions may succeed themselves for one term in the same position if re-appointed by the incoming President. After having served for two consecutive terms, nothing would prevent them from being appointed to another Standing Position.

Section 4: VACANCIES. Any vacancy for one of the elected offices shall be filled by the officer next in line or by special election until such time as the regular election shall take place. Standing Position vacancies may be filled by appointment from the President.

ARTICLE VIII -- DUTIES AND RESPONSIBILITIES

Section 1: PRESIDENT. The President shall preside at the meeting of the Chapter and the Board and shall have general charge and supervision of the affairs and business of the Chapter. The President shall also, by virtue of the position, serve on the “SHRM” State Council.

Section 2: 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 and shall have such other powers and perform such other duties as the Board or the President may determine. In addition, Chapter succession planning requires the President Elect to move into the position of President for the term immediately following their term as President Elect.

Section 3: SECRETARY. The Secretary shall be responsible for the preparation of a record of the proceedings of meetings of the Board and of any other business meeting of the Chapter, and shall also perform other duties as the President or Board may determine as necessary.

Section 4: TREASURER. The Treasurer shall be responsible for the financial affairs of the Chapter. This responsibility shall include annual financial reports to the Board of Directors each January. The Treasurer shall make all accounts available for any examination or audit requested by the Board.

Section 4: STANDING POSITIONS. The various Standing Position Titles should be self-explanatory as they include the general duty to be performed by the individual holding the position. These positions are accountable to the President and the Board of Directors as a whole to perform the obvious related tasks as well as such other duties as the President or Board may determine.

ARTICLE IX -- STANDING COMMITTEES

Committees of any type may be chartered and appointed by the President as deemed necessary.

ARTICLE X -- PARLIAMENTARY PROCEDURES

Meetings of the Chapter and Board of Directors shall be governed by the rules contained in Roberts’ Rules of Order (Newly Revised) in all cases to which they are applicable and in which they are consistent with the laws, and the Bylaws of the Chapter.

ARTICLE XI -- AMENDMENTS OF BYLAWS

The Bylaws of the Chapter may be amended by a two-thirds affirmative vote of the Professional and General Members present at a meeting in which a quorum exists, provided that notice of the proposed amendment is published and distributed to all members at least ten (10) calendar days prior to such meeting and providing such amendments are not inconsistent or contrary to the best interests of “SHRM”. 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 the 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 XII – 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 XIII – 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).

ARTICLE XIV – TERMS USED