Section 1.1 Name. The name of the Chapter is Oklahoma City Human Resources Society (herein referred to as the “Chapter”). To avoid potential confusion, the Chapter will not refer to itself as the Society for Human Resource Management or SHRM (defined below). The Chapter is approved doing-business-as OCHRS.
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. 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 1.4 Purposes. The purposes of the Chapter, as a non-profit organization, shall be:
To achieve the purpose 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.
The Chapter is organized and shall be operated exclusively for professional, educational, and charitable purposes. In the furtherance of such purposes, it shall be authorized to:
Where the words “corporate” and “business” are used they are intended in a generic, any industry sense and include academic, government and service groups whose human resource professionals may be members of the Chapter.
Notwithstanding any of the foregoing provisions which may be construed to the contrary, the Chapter shall not engage in any activity which is not educational, professional, or charitable within the meaning of Section 501(C) of the 1954 Internal Revenue Code, and on dissolution of the Chapter, its assets shall be distributed to an organization organized and operated for similarly educational, professional, or charitable purposes. No part of the income or principal of the Chapter shall benefit or be distributed to any Member or Officer of the Chapter or any other private individual. Furthermore, no substantial part of the activities of the Chapter shall be carrying on of propaganda or otherwise attempting to influence legislation.
Section 2.1 Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in these Bylaws. Membership in SHRM is encouraged but not required to belong to the Chapter.
Section 2.2 Individual Membership. Membership in the Chapter is held in the individual’s name, not an organization with which the member is affiliated. The individual membership is non-transferable to another individual.
Section 2.3 Professional Members. Professional membership shall be limited to those individuals who are engaged as one or more of the following: (a) practitioners of human resources management at the exempt level for at least three years; (b) certified by a HR credentialing agency;(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, or an Oklahoma Career and Technology Center, and have at least three years of experience at this level of teaching; (d) full-time consultants with at least three years of experience practicing in the field of human resource management; and/or (e) full-time attorneys with at least three years of 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 2.4 Associate Members. Associate Members are individuals who do not meet the requirements of Professional Members. Associate Members have voting rights, but may not hold office in the Chapter.
Section 2.5 Student Members. College students enrolled full time at an institution of higher education and a member of a SHRM affiliated student chapter may join as “Student” members until they graduate, drop their SHRM affiliated student chapter membership, or secure full-time employment qualifying as a “professional” or “associate” member defined in Section 2.3 and Section 2.4. Student members do not have voting rights and cannot hold office in the Chapter.
Section 2.6 Life Members. The Board of Directors may designate and elect as Life Members of the Chapter individuals who have retired from active full time employment and have maintained a minimum of five years membership to the Chapter. Life Members shall be entitled to all rights and privileges of Associate Members. There shall be no annual dues applicable to this class of membership.
Section 2.7 Past Presidents. In appreciation of services and leadership to the Chapter, past presidents will receive a life-time waiver of annual Chapter dues.
Section 3.1 Fiscal Year of the Chapter. The fiscal year shall be January I through December 31 and payment of annual membership dues is January !st of each year.
Section 3.2 Annual. The Chapter dues for all classes of membership shall be established for the next year by the Board of Directors. The Chapter being specifically declared hereby a non-profit organization is dedicated wholly to the perpetuation and elevation of professional and educational principles. The Board of Directors shall detemine from time to time a rate of annual dues consistent with nominal operating needs, publication expense of directory, and the conduct of approved professional and educational programs and projects. There shall be no special assessments levied on the membership at large, and any funds generated over and above the annual dues shall be based on the individual member’s discretionary pro rata share of participation in the event or purpose for which the funds are required. The current payment of annual dues shall be a prerequisite for membership. All income accruing to the credit of the Chapter shall be dedicated to the conduct of the programs and projects of the Chapter, and no part thereof shall be distributed to the individual members except in reimbursement for direct expenses authorized by the Board of Directors.
Section 3.3 Good Standing. To be a member in good standing, an individual must have paid dues for the current year.
Section 3.4 Financial Obligations. The Board of Directors shall be responsible for the financial operation of the Chapter. For non-budgeted expenditures in excess of $500, a majority vote of the Board of Directors present at any scheduled meeting shall be required or approval by the Executive Committee. This restriction does not apply to bills received in the routine course of the Chapter, approved events such as regular meetings, seminars and conferences, or special events.
Section 4.1 Power and Duties. The Board of Directors (also referred to herein 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 4.2 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 his/her complete term of office. Per SHRM’s 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 member of the Board be a current member in good standing of SHRM throughout the duration of his/her term of office.
Section 4.3 Removal of Director or Officer. Any Officer or Director may be removed from office, with or without cause, upon 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 before a panel of the Executive Committee.
Section 4.4 Attendance Requirements. All members of the Board of Directors shall be expected to attend one-half of all general membership meetings and 75% percent of all Board of Director meetings, either in person or by electronic means.
Section 4.5 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 4.6 Executive Committee. The Executive Committee consists of the Chapter President, President-Elect, immediate Past-Chapter President, Chapter Administrator, VP Membership, VP-Programing, VP-Sponsorship/SHRM Foundation. A quorum of the Executive Committee is established with at least 50% of those members present.
Section 5.1 President. It shall be the duty of the President to abide by and enforce the provisions of these Bylaws. The President shall preside at all meetings of the Chapter and the Board of Directors, and prepare an annual report and such other reports as may be required. Also, the President shall appoint individuals to serve on standing committees or special committees, keep the membership informed on Chapter’s activities, provide leadership of the continued growth and success of the Chapter, meet with officers and committee chairpersons for business meetings prior to regular meetings and keep current on their various group activities, participate in the establishing attendance and membership goals for the year, and participate in the selection of programs. The President shall maintain liaison with SHRM throughout the duration of his/her term of office. The President is the leader of the Executive Committee. When the President has completed his/her term of office, the Board of Directors grants a life-time Chapter membership and dues waiver as recognition and appreciation for the services rendered.
Section 5.2 President-Elect. The President-Elect shall assist the President by coordinating the activities of the Vice Presidents to assure overall objectives are being met, attend Board of Directors meetings for keeping current on all matters pertaining to the Chapter, and in the absence or disability of the President, shall assume and execute the duties of the President. The President-Elect will lead the Nominating Committee, when needed. The President-Elect is a member of the Executive Committee.
The President-Elect is also the Treasurer for the Chapter. The Treasurer is primary volunteer financial advisor for the Chapter. The Treasurer shall monitor and review the Chapter’s financial records and assess the financial implications of proposed actions by the Board of Directors. The Treasurer shall also be responsible for monitoring each Vice President’s proposed budgets. The Treasurer shall call for an audit or review by Chapter member volunteers of the Chapter’s financial records at least every three years. Individuals outside of the Board of Directors and/or an external accounting firm shall conduct this audit or review to ensure all income and expenses are properly reported.
Section 5.3 Chapter Administrator. The Chapter Administrator, whether a volunteer or paid position, shall keep accurate records and proceedings of all the Chapter and Board of Director meetings and the Chapter correspondence, prepare the minutes of Board of Director meetings, distribute notices to members relative to meetings, maintain accurate records of all members, and inform the appropriate officer of the Board of Directors of inquiries from the public or the Chapter’s members.
The Chapter Administrator shall be responsible for the financial affairs of the Chapter. The Chapter Administrator will prepare an annual financial budget to be presented to the Board of Directors at the beginning of the fiscal year, collect, deposit, and account for all monies receivable and payable, prepare, interpret, and disseminate periodic financial reports to the President and President-Elect, and issue checks consistent with approved budget, report on the Chapter’s financial condition during meetings, and attend business, Board of Directors and regular meetings. At the end of his/her tenure of office, the Chapter Administrator shall present to the succeeding Chapter Administrator an annual report and balance sheet as of the last meeting of the fiscal year, and provide all records, physical and digital, in good order.
The Chapter Administrator is the Secretary of the Chapter. In the normal actions of the Board of Directors, the Chapter Administrator does not have a vote. In the event of a tied motion, the Chapter Administrator may vote, provided the Chapter Administrator is otherwise qualified as a Professional Member of the Chapter. The Chapter Administrator is a member of the Executive Committee.
The Chapter Administrator will make the necessary arrangements for the membership meetings with the preferred facility, the food vendor and be responsible for name badges of the membership, if used at meetings.
Section 5.4 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. The Past-President is a member of the Executive Committee.
Section 5.5 Programs. Vice President of Programs shall serve as Chairperson of the Program Committee. Responsibilities of the Program Committee shall be selecting the program themes and selecting speakers throughout the calendar year. In addition, the Vice President of Programs shall promote the professional development of the Chapter members. The Vice President of Programs, in the absences or disability of both the President and President-Elect, shall assume and execute the duties of the President until such time as the Board of Directors selects a new President. The Vice President of Programs is a member of the Executive Committee. The Programs Committee shall:
Section 5.6 Membership. Vice President for Membership shall serve as Chairperson of the Membership Committee and serve on the Executive Committee. Responsibilities of the Membership Committee shall include those activities directed toward membership recruitment and retention, and promoting meeting attendance. The Membership Committee shall:
Section 5.7 College Relations. Vice President of College Relations shall serve as Chairperson of the College Relations Committee. Responsibilities of the College Relations Committee shall be those activities relating to the Chapter participation in school-to-work initiatives including university, business, and professional programs and other community service projects. Attend monthly SHRM affiliated student chapter meetings. Coordinate other Board members’ attendance at student chapter meetings.
Section 5.8 Workforce Readiness. Vice President of Workforce Readiness shall monitor and evaluate on a continuing basis local activities concerning workforce readiness issues and plans and encourages Chapter involvement and activities impacting the workforce readiness arena. Vice President of Workforce Readiness presents a report of update to the Chapter President, Board of Directors and the Chapter members. Vice President of Workforce Readiness works in cooperation with State Council Workforce Readiness Core Leader.
Section 5.9 Governmental Affairs. Vice President of Governmental Affairs shall serve as chairperson of the Governmental Affairs Committee, serve on the Program Committee and serve as a liaison to OKHR. The Governmental Affairs Committee shall:
Section 5.10 Certification and Professional Development. Vice President of Certification and Professional Development shall serve as chairperson of the Certification and Professional Development Committee, and shall:
Section 5.11 Sponsorship SHRM Foundation . Vice President of Sponsorship and SHRM Foundation shall seek sponsors for the Chapter Meetings, learning labs, workshops, business after hours and other Chapter activities for the purpose of controlling cost to members, and educate, promote, and represent the interests of the SHRM Foundation and its activities to the Chapter.
Section 5.12 Diversity. Vice President of Diversity shall actively promote activities designed to increase member awareness of diversity issues, increase the Chapter diversity, and diversity of the Human Resources profession. Vice President of Diversity shall be a member of the Programs Committee.
Section 5.13 General Counsel. General Counsel shall advise the Board of Directors on all legal matters before the Chapter.
Section 5.14 At-Large Member of the Board of Directors. Additional members of the Board of Directors will be considered “At-Large” members, with the number to manage and control the property, business and affairs of the Chapter to be determined by the Board of Directors.
Section 5.15 Terms of Office. The term of President, President-Elect and Past President are two years each. The terms of Vice-Presidents and At-Large Members are one-year.
Section 6.1 Prior to the annual elections meeting, the Chapter Administrator shall distribute the list of nominees to Professional, Associate and Life Members in good standing.
Section 6.2 Voting will be through secret ballot and will be distributed by the Nominating Committee chairperson at the election meeting. Digital or electronic balloting is an approved method for the Chapter subject to the approval by the Board of Directors.
Section 6.3 Officers will be elected by all Professional, Associate, and Life Members provided a quorum is met. No member shall cast more than one vote for any one candidate. In the event of a tie, the Board of Directors shall vote to decide the winning candidate.
Section 6.4 The newly elected officers will assume their responsibilities on January I of the year following his/her election.
Section 7.1 Twenty-five voting members present at any scheduled meeting shall constitute a quorum.
Section 7.2 A quorum for the Board of Directors meeting shall consist of six members of the Board, either in person or present through digital, electronic, or telephonic means.
Section 8.1 General. There shall be the following standing committees, in each case expressly authorized by and responsible to the Board of Directors, having the duties stated below.
Section 8.2 Nominating Committee. The President shall appoint a five-member Nominating Committee. The Nominating Committee shall include the President or the President Elect serving as chairperson; and four members from the associate membership and professional membership. The nominees will be announced to the Chapter membership prior to the election.
Section 8.3 Other Committees. In addition to the committees mentioned in Article I of these Bylaws, other committees may be appointed by the President subject to such conditions or limitations as may be specified by the Board of Directors.
Robert’s Parliamentary Rules of Order (newly revised) shall be standard authority of Chapter.
The Chapter will specifically refrain from the endorsement of any political party or candidate, and will not engage in any activity or movement contrary to the Constitution principles and best interests of the United States of America and the State of Oklahoma.
Without reference to vote of the membership, the Board of Directors of the Chapter is empowered and authorized to maintain the incorporation of the Chapter as a not-for-profit organization under the applicable laws of the State of Oklahoma and the United States of America.
The Board of Directors may approve the affiliation and/or cooperation of the Chapter with other state, regional, or national organizations of purposes, principles and objectives similar to and consistent with those of the Chapter.
These 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 SHRM and not in conflict with SHRM’s Bylaws. Any motion to amend these Bylaws shall clearly state that it is not effective unless and until approved by the SHRM President/CEO or his/her designee.
In the event of the Chapter’s dissolution, the remaining monies in the Chapter, 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, a HR degree program, or other such organization or charity with purposes consistent with those of the Chapter).
Affiliated chapter status may be withdrawn by the President/CEO of SHRM of 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 interest 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 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.
Note* These Bylaws are not effective until approved and signed by SHRM CEO or designee.
Ratified by the Membership of Chapter and signed by:
Chapter President Date
SHRM President/CEO or President