BY-LAWS: HUMAN RESOURCES ASSOCIATION OF GREATER DETROIT
Modified November 6, 2008 based on SHRM approval and Ratified by HRAGD Membership May 2009
ARTICLE I. NAME AND LEGAL NATURE
Section 1. Name. The name of the organization shall be the Human Resources Association of Greater Detroit - HRAGD - (a non-profit organization). Hereafter referred to as the “Corporation.”
Section 2. Legal Nature. The Corporation shall be a nonprofit Corporation organized and existing under the laws of the State of Michigan.
Section 3: Affiliation. The Chapter is affiliated with the Society for Human Resource Management (herein referred to as "SHRM").
Section 4: 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 II. PURPOSE
Section 1. Purpose. The purpose of the Corporation shall be to further the human resources profession within the meaning of Section 501(c)(6) of the Internal Revenue Code within the Greater Metropolitan Detroit area. Subject to this limitation, the Corporation shall be organized and operated within the Greater Metropolitan Detroit area for the following purposes:
A. To encourage, promote, and effect the voluntary interchange among Corporation members of data, information, experience, ideas, and knowledge about methods, processes, and techniques relating to the profession of human resources.
B. To observe ethical and professional standards of work and to foster and encourage observance of the same for all practitioners of human resources.
C. To hold meetings and workshops on human resources related matters and current issues for Corporation members, guests, and non-member business professionals.
D. To recognize, promote, and generally enhance the human resources profession by communicating the activities and accomplishments of the Corporation and its members to the business community.
E. To provide the membership with information concerning the Society for Human Resource Management (“SHRM”), which exists to promote human resources professionalism and to actively support those in the profession.
F. To maintain ongoing contact with local college chapters of SHRM.
G. To contribute positively to the communities we live in and the organization we serve as a result of our combined efforts in the practice and promotion of human resources professionalism.
ARTICLE III. OFFICES
Section 1. Registered Office. The registered office of the Corporation shall be 32621Grand River Avenue, Farmington, MI 48336 the same office as that of the registered agent, as required by the Michigan Nonprofit Corporation Act.
Section 2. Other Business Office. The Corporation may have business offices at such other places, either within or without the State of Michigan, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
ARTICLE IV. MEMBERS
Section 1. Classes of Members. The Corporation will have two classes of members. The designation of such classes and the qualifications and rights of the members of such classes are as follows:
A. Professional: Individuals must meet at least one of the following qualifications to be considered for Professional membership and to retain voting rights:
1. A human resources practitioner either employed or in transition.
2. An active member of the Society for Human Resource Management (membership number must be provided).
3. A certified human resources professional holding a SPHR, PHR, GPHR, CCP, CEBS, CPT, or ISPI. Other certifications will be considered on a case-by-case basis by the Board.
4. A faculty member teaching a human resources curriculum at an accredited college or university.
5. An attorney or consultant whose primary business purpose is advising clients on human resources matters.
B. Student: Individuals must meet one of the following qualifications and will have voting rights:
1. A college or university undergraduate student enrolled in 12 or more credit hours with an emphasis on human resources coursework.
2. A Part-time student who is not employed as a human resources practitioner.
3. A graduate student who is not employed as a human resources practitioner.
4. A student who is a member of SHRM (and can provide a valid student SHRM member number), will have HRAGD membership dues waived.
Eligibility is dependent on sections A, and B, without regard to race, creed, color, national origin, sex, age, handicap or Vietnam Era Veteran status.
There shall be no corporate memberships.
Section 2. Election of Members.
A. Any candidate may apply for membership under the guidelines set forth above in Article IV, Section 1.
B. It shall be the duty and function of the Vice President of Member Services to examine the qualifications for membership of applicants and approve or reject applications for membership in accordance with the guidelines set forth above in Article IV, Section 1. In those instances where a candidate’s application is suspect, the Vice President of Member Services shall bring the application to the Board of Directors for review and final determination. A majority vote of the directors present at any Board meeting at which a quorum is present shall resolve any questions as to membership eligibility.
C. Candidates accepted into the Corporation will be so advised in writing by the Vice President of Member Services. Candidates failing to meet membership requirements will be so notified by the Vice President of Member Services.
D. Memberships for which dues were paid by the individual in whose name they are held will stay with those individuals through the program year in the event they change employment by moving to another organization or to a function outside of human resources administration. If the dues for a membership have been paid by the organization and the individual changes employment, the organization may consider the membership vacant and submit for approval an individual to fill the membership for the remainder of the program year.
Section 3. Voting Rights. Each member is entitled to one vote on each matter submitted to a vote of the members.
Section 4. Termination of Membership. The Board of Directors, by a simple majority vote of all of the members of the Board, may suspend or expel a member for actions which the Board considers to violate the purposes of the Corporation to the extent such violations bring discredit upon the Corporation and are disruptive of the relationships between members. Such expulsion shall be completed only after the offending member has been accorded an opportunity to defend such actions before the Board or a committee appointed for such purpose. No expulsion or withdrawal, either voluntary or involuntary, of any member shall entitle any member to any right of repayment of any sum or sums, any portion thereof, that the member may have contributed to the funds of the Corporation, but all such sums however invested, shall be retained by and belong to the Human Resources Association of Greater Detroit.
Section 5. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation will not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Section 6. Reinstatement. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by a simple majority vote of the members of the Board, reinstate the former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 7. Annual Dues. The Board of Directors may determine from time to time the amount of annual dues payable to the Corporation by members of each class. The dues will cover membership in the Corporation for the following year.
Section 8. Payment of Dues. New members’ dues shall cover the period of one year beginning the date payment is received (anniversary date). Thereafter, current members dues shall be payable on the anniversary date.
ARTICLE V. MEETING OF MEMBERS
Section 1. Membership Meetings. The Corporation shall normally meet once each month, September through May.
Section 2. Annual Meeting. The annual meeting of the members shall be held each year during the month of May, notice to be given in accordance with Section 5 of this Article, for the election of the Board of Directors and for the transaction of such business as may properly come before the meeting.
Section 3. Special Meetings. Special meetings of the members for any purpose or purposes, or an emergency change of a meeting, may be called by the Board of Directors.
Section 4. Place of Meeting. The Board of Directors may designate any place, within the State of Michigan, for any membership meeting, annual meeting or for any special meeting called by the Board of Directors.
Section 5. Notice of Meetings.
A. Notice. At least ten (10) days, but not more than sixty (60) days, prior to the date fixed for the holding of any meeting of members, written notice of the time, place and purpose of such meeting shall be delivered either personally, by regular USPS mail, by electronic mail or via the Chapter website, to each member of record entitled to vote at such meeting, or may be included by being prominently displayed in a newspaper or other periodical regularly published at least semiannually by or in behalf of the Corporation and mailed at postage rates complying with the regulations of the United States postal service addressed to a member entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the meeting.
B. Attendance at Meeting. A member’s attendance at a meeting constitutes a waiver of notice of the meeting unless the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. Member Action Without a Meeting. Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken at a meeting of the members may be taken without a meeting, without prior notice and without a vote, if all the members entitled to vote thereon consent thereto in writing.
Section 7. Quorum. The presence in person or by proxy of ten percent (10%) of the members of the Corporation shall constitute a quorum at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
Section 8. Proxies. At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.
Section 9. Manner of Acting. When an action, other than the election of Directors, is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote thereon. Except as otherwise provided by the Articles of Incorporation, Directors shall be elected by a plurality of votes cast at an election.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. General Powers. The business, property and affairs of the Corporation shall be managed by its Board of Directors.
Section 2. Number. The Board of Directors shall consist of not fewer than twelve (12) nor more than twenty (20) persons who are members of the Association.
Section 3. Terms of Office. The terms of office for the members of the Board of Directors shall be three (3) years. No Board member, other than the President or President-Elect named in Article VII, may be elected to more than three (3) consecutive, three (3) year terms. The President or the President-Elect may be allowed to extend his/her term for three (3) more years, if needed, to serve as elected.
Section 4. Removal. At a meeting of the Board of Directors, any Director may be removed from office with or without cause by a simple majority vote of the Directors. When any Director is removed, a new Director may be elected to fill the unexpired term of the Director removed, such unexpired term shall be considered a vacancy on the Board of Directors filled by the remaining Directors.
Section 5. Resignation. Any Director of the Corporation may resign at any time by giving notice to the Board of Directors, the President or Secretary of the Corporation. Unless a later date is specified in such written notice, a resignation shall take effect upon delivery thereof to the Board of Directors or the designated officer. It shall not be necessary for a resignation to be accepted before it becomes effective.
Section 6. Qualification. All nominees to the Board of Directors must be members in good standing for at least one (1) year. All members of the Board of Directors are encouraged to be SHRM members and seek PHR, SPHR or GPHR certification.
Section 7. Nomination and Election.
A. The President shall appoint a Nominating Committee by the January Board meeting composed of at least three (3) active members, one of whom must be the President-Elect.
B. The Nominating Committee will make its first report at the February Board of Directors meeting.
C. The Nominating Committee will make its final report at the March Board meeting at which time the ballot for electing at-large members of the Board will be finalized.
D. Elections will be held annually in May. Ballots to be distributed via regular or electronic mail or via the Chapter website.
Section 8. Regular Meetings. Regular meetings of the Board of Directors may be held once each month September through June at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for holding of regular meetings of the Board shall be mailed to each Director at least three (3) days prior to the meeting or by electronically transmitting the same at least two (2) days before, the first meeting held pursuant thereto. Any business may be transacted at any regular meeting of the Board.
Section 9. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by any member of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by mailing the same at least three (3) days prior to the meeting or by electronically transmitting the same at least two (2) days before the meeting, to each Director; but such notice may be waived by any Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting. At any meeting at which a quorum of Directors shall be present, even though without notice, any business may be transacted and any Director may in writing waive notice of the time, place, and objectives of any special meeting.
Section 10. Quorum. A quorum of the Board of Directors shall be a majority of the members of the Board.
Section 11.Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A member of the Board may participate in a meeting by means of conference telephone or similar communications equipment through which all persons participating in the meeting can communicate with the other participants. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.
Section 12. Vacancies. Vacancies occurring in the Board of Directors by reason of death, resignation, removal or other inability to serve shall be filled by a majority vote at any meeting of the Board. A member of the Board of Directors appointed to fill a vacancy shall serve the remainder of the appointed term.
Section 13. Compensation. Directors shall not receive any stated salary for their services.
Section 14. Presumption of Concurrence. A Director who is present at a meeting of the Board of Directors, or a committee thereof of which the Director is a member, at which action on a corporate matter described in Section 551 of the Michigan Nonprofit Corporation Act is taken, is presumed to have concurred in that action unless a dissent is entered in the minutes of the meeting or unless the Director files a written dissent to the action with the person acting as Secretary of the meeting before or promptly after the adjournment thereof. A Director who is absent from a meeting of the Board of Directors, or a committee thereof of which the Director is a member, at which any such action is taken is presumed to have concurred in the action unless the Director files a dissent with the Secretary of the Corporation within a reasonable time after obtaining knowledge of the action.
Section 15. Action by Consent in Writing. Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken by the Board of Directors or committee thereof at a meeting or by resolution may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors or members of the committee then in office.
ARTICLE VII. OFFICERS
Section 1. Number. The officers shall consist of a President, President-Elect, a Vice President of Programs, a Vice President of Member Services, a Vice President of Legal Affairs, a Vice President of Communications, a Vice President of Community Relations, a Vice President of Marketing, a Vice President of Public Relations, a Vice President of Website, a Secretary, and a Treasurer, and each such officer must also be a member of the Board of Directors.
Section 2. Nomination and Election. The officers of the organization shall be elected annually by the Board of Directors at its first meeting following the annual meeting of the members.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed with or without cause by the affirmative vote of a majority of the Board of Directors.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, or disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. In the event that any office other than an office required by law, shall not be filled by the Board of Directors, or, once filled, subsequently becomes vacant, then such office and all references thereto in these Bylaws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these Bylaws.
Section 5. President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all the business and affairs of the Corporation. He or she shall preside at all meetings of the members and of the Board of Directors, shall have general supervision over the affairs of the Corporation subject to the Board, and serve as delegate to the Michigan State Council. He or she shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have authority to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, membership certificates, contracts, leases, reports, and all other documents or instruments necessary or proper to be executed in the course of the Corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, he or she may authorize the President-Elect or other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. President-Elect. Shall assist the President as directed. Shall be vested with the powers of the President and shall perform all of the duties of the President during the President’s absence, and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 7. Vice-President. The Board of Directors shall appoint a Vice President of Programs, a Vice President of Member Services, a Vice President of Communications, a Vice President of Marketing, a Vice President of Public Relations, a Vice President of Legal Affairs, a Vice President of Community Relations and a Vice President of Website. The Vice President of Programs shall arrange for speakers and facilities for all membership meetings of the Corporation. The Vice President of Member Services shall be responsible for recruiting members and reviewing applications of prospective members and retaining existing members. The Vice President of Communications shall be responsible for the publication of the newsletter and any other communication endeavors approved by the Board. The Vice President of Marketing oversees the marketing activities of the Chapter and manages the Vital Partner program. The Vice President of Legal Affairs will monitor and evaluate legislation that may impact the management of human resources. The Vice President of Community Relations shall be responsible for activities involving communities, schools and corporations. The Vice President of Public Relations shall manage external communications for the Corporation. The Vice President of Website shall maintain the chapter website with a goal to provide a top quality resource to members. Each Vice President shall have such powers and shall perform such other duties as may be assigned to him or her by the Board of Directors or by the President.
Section 8. Treasurer. Shall be responsible for handling and securing the finances of the Corporation as directed by the Board of Directors. He or she shall: (a) have charge and custody of and be responsible for all the funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the Provisions of Article IX of these bylaws; (b) maintain accurate financial records, prepare monthly profit and loss statements to the Board of Directors and coordinate the preparation of an annual report to the Corporation; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 9. Secretary. Shall (a) record and keep the minutes of the members’ and of the Board of Directors’ meetings in one or more books provided for that purpose and distribute same as directed by the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and in case of his or her absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the Directors or members upon whose written request the meeting is called as provided in these Bylaws; (c) be custodian of the corporate records; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 10. Assistants and Acting Officers. An Assistant Officer, if any, selected by the Board of Directors, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the appropriate officer, or by the President or the Board of Directors. The Board of Directors shall have the power to appoint any person to perform the duties of an officer whenever for any reason it is impracticable for such officer to act personally. Such acting officer so appointed shall have the powers of and be subject to all the restrictions upon the officer to whose office he or she is so appointed except as the Board of Directors may by resolution otherwise determine.
Section 11. Salaries. No officer shall receive any salary for their services.
Section 12.Filling More Than One Office. Any two offices of the Corporation except those of President and President-Elect may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledged, or verified by any two or more officers.
Section 13.Requirements. All officers are required to be members in good standing of the Society for Human Resource Management (SHRM).
ARTICLE VIII. CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract, to execute and deliver any instrument, or to acknowledge any instrument required by law to be acknowledged in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances but the appointment of any person other than an officer to acknowledge an instrument required by law to be acknowledged should be made by instrument in writing. When the Board of Directors authorizes the execution of a contract or of any other instrument in the name of and on behalf of the Corporation, without specifying the executing officers, the President or President-Elect, and the Secretary must execute the same.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loan or advance to or overdraft or withdrawal by an officer, Director or member of the Corporation otherwise than in the ordinary and usual course of the business of the Corporation and on the ordinary and usual terms of payment and security shall be made or permitted.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the President, President-Elect, Secretary, Treasurer, or Assistant Treasurer. All checks, drafts or other evidences of indebtedness issued in the name of the Corporation for fifteen hundred dollars ($1,500.00) or more shall be signed by two (2) of the above named Board members.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 5. Contracts Between Corporation and Related Persons. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any firm of which one or more of its Directors are members or employees, or in which he, she or they are interested, or between the Corporation and any Corporation or association of which one or more of its Directors are shareholders, members, Directors, officers or employees, or in which he, she, or they are interested, shall be valid for all purposes, notwithstanding his, her or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors, shall, nevertheless, authorize, approve, and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted as voting upon the matter or in calculating the majority of such quorum necessary to carry such vote. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.
ARTICLE IX. SOCIETY FOR HUMAN RESOURCE MANAGEMENT
Section 1. Support by the Corporation. As a general rule the Corporation will support the principles of the Society for Human Resource Management (“SHRM”).
Section 2. Membership. The Corporation encourages its members to join SHRM.
Section 3. Delegate to the SHRM National Convention. The Corporation will be represented at the annual national convention of SHRM by the President. In support of this representation, the Corporation will pay all or some of the President’s expenses, such amount to be approved by the Board of Directors based upon the total cost involved and the Corporation’s financial condition. Also, the Board of Directors may elect to send the President-Elect and pay all or some portion of the expenses based on the total costs involved and the Corporation’s financial condition. In the event that the President or President-Elect are unable to attend, the most appropriate Corporation board member as delegated by the Board of Directors will attend in their place with all or some portion of the expenses paid by the Corporation, the amount to be approved each year by the Board of Directors based upon the total cost involved and the Corporation’s financial condition.
Section 4 Delegate to Michigan State Conference. The Corporation representative to the Michigan State Conference will be the most appropriate board member as delegated by the Board of Directors. In support of this representation, the Corporation will pay all or some portion of the expenses, the amount to be approved each year by the Board of Directors based upon the total cost involved and the Corporation’s financial condition.
Section 5. Delegates to National SHRM Legislative and Leadership Conferences. The Board of Directors may appoint a board member to represent the Corporation at the Legislative and Leadership Conferences. In support of this representation, the Corporation will pay all or some portion of the expenses, the amount to be approved each year by the Board of Directors based upon the total cost involved and the Corporation’s financial condition.
Section 6. Delegate to the SHRM State Council of Michigan. The Corporation President shall be the designated voting member to the State Council and shall attend state meetings on a regular basis. The President may appoint an alternate delegate to attend meetings in the President’s absence. In support of this representation, the Corporation will pay all or some portion of the expenses, the amount to be approved each year by the Board of Directors based upon the total cost involved and the Corporation’s financial condition.
ARTICLE X. INDEMNIFICATION
Each person who is or was a Director or Officer of the Association or who serves or served at the request of the Association as Director or Officer, agent or committee member or any other corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Association to the fullest extent to which the Association has the power to so indemnify such persons pursuant to the laws of the State of Michigan as it may be in effect from time to time. The Association shall purchase and maintain insurance, if such insurance is reasonably available in standard policy offerings, on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such whether or not the Association would have power to indemnify such person against such liability under the laws of the State of Michigan. The Board may also elect on a case by case basis to indemnify an employee or agent of the Association.
ARTICLE XI. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted either by the affirmative vote of the members representing a majority of the members entitled to vote at any annual or special members’ meeting or by the affirmative vote of the majority of the Board of Directors at any regular or special meeting, if a notice setting forth the terms of the proposal has been given in accordance with the notice requirements for special meetings of members or for special meetings of Directors, whichever may be applicable. The Board of Directors may make and alter all Bylaws, except those Bylaws fixing their number, qualifications, classifications, or term of office; provided, that any Bylaw amended, altered or repealed by the Directors as provided herein may thereafter be amended, altered, or repealed by the members. All Bylaw amendments must be pre-approved by SHRM before they are official for the chapter. Any and all bylaws, updates or changes must be sent to SHRM before a membership vote.
ARTICLE XII. TERMINATION
Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized or operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code or any corresponding future section and any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, as the Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIII. MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of June.
Section 2. Notices. Whenever, under the provisions of these Bylaws, notice is required to be given to any Director, officer, or member it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postage paid sealed wrapper, addressed to each member, officer or Director at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any member, Director or officer may waive any notice required to be given under these Bylaws.
Section 3. Conduct of Meeting. Meetings of the Corporation 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.
ARTICLE XIV. 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
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