ARTICLE I – CHAPTER IDENTIFICATION
Section 1.1: Chapter Name.
The name of the Chapter is the Cambria Somerset Human Resources Association d/b/a the Human Resources Association of the Alleghenies, Johnstown, PA (herein referred to as the “Chapter” or “HRAA”). To avoid potential confusion, the Chapter will refer to itself as Human Resources Association of the Alleghenies (HRAA) and not Cambria Somerset Human Resources Association or as SHRM or the Society for Human Resource Management.
Section 1.2: Affiliation.
This 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.
Section 1.4: Non-Profit Corporation.
The Chapter is organized as a Pennsylvania non-profit corporation which functions as a professional trade association exclusively for the purposes listed herein. In addition, the Chapter is registered as a non-profit business league (trade association) under IRC Section 501(c)(6) which has as its common business purpose the beneficial, charitable, and educational advancement of the Human Resources profession. The Chapter shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the Chapter or its directors or officers. Upon dissolution, any assets of the Chapter shall be disbursed in accordance with Article X.
Section 1.5: Autonomy.
The Chapter shall have autonomy with regard to all phases of its operation.
Section 1.6: Fiscal Year.
The fiscal year of the Chapter shall be the calendar year.
Section 1.7: Communities Served.
The Chapter was originally formed to serve the communities located in the Cambria and Somerset counties with a growing audience in the Alleghenies region.
Section 1.8: Chapter Office.
The Chapter does not hold a specific physical office location.
ARTICLE II – CHAPTER PURPOSE, ETHICS, AND PROFESSIONAL STANDARDS
Section 2.1: Chapter Purpose.
The purpose of the Human Resource Association of the Alleghenies’ (HRAA) is to develop Human Resource professionals at all levels and small business leaders who manage their own human resources function all while fostering awareness of the human resource profession and actively supporting our local community. HRAA will achieve the mission by:
- Incorporating the mission and goals of SHRM;
- Functioning as a transparent, team-oriented Board and Chapter;
- Providing a forum for professionals in the human resource field and relevant areas of expertise to assemble, exchange ideas and information of mutual interest, and network;
- Fostering an environment in which human resource professionals can keep current on new and ongoing developments in the field;
- Coordinating activities which will boost awareness of the human resource profession.
- Promoting community involvement.
Section 2.2: Code of Ethics and Professional Standards.
The Chapter adopts SHRM’s Code of Ethical and Professional Standards in Human Resource Management for members of the Chapter in order to promote and maintain the highest standards among our members.
Section 2.3: Endorsement.
The Chapter shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors.
Section 2.4: Solicitation.
No member or business entity shall actively solicit business from any other member at Chapter meetings without the approval from the Board of Directors. Business entities must meet sponsorship requirements with final approval from the Board of Directors for solicitation.
ARTICLE III – MEMBERSHIP
Section 3.1: Anti-Discrimination.
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 3.2: Membership Eligibility.
Membership shall be open to those individuals who are (a) members of SHRM; (b) engaged in the profession of human resource management; (c) certified by the Human Resource Certification Institute; (d) 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; (e) students actively enrolled in university/collegiate level human resource degree programs; (f) full-time consultants in the field of human resources management; (g) full-time attorneys to the human resource profession; (h) individuals who demonstrate a bona fide interest in human resource management and the mission of the Chapter.
Section 3.3: Diversity.
The Chapter aims to attract and use the talents of people of different backgrounds, experiences, and perspectives. The Chapter will work to create an environment where people are valued as individuals and team members and are treated with respect, dignity and fairness. The Chapter will strive to create opportunities for its members to develop and reach full potential and to achieve their professional and personal goals. Each member has the ability and obligation to create an environment that promotes inclusiveness.
Section 3.4: Types of Memberships.
- National Members: Individuals who possess a valid membership with SHRM and whom designate the Chapter as his/her primary affiliation per SHRM requirements. National Members of the Chapter may obtain membership with another chapter of SHRM, however, National Members may not maintain a primary affiliation with any other chapter of SHRM. National Members with the Chapter as their primary affiliation can be a member of the Board of Directors.
- Student Members: Individuals actively enrolled in human resources degree programs at the college or university level may become Student Members of the Chapter. Student Members cannot be a member of the Board of Directors.
- Honorary Members. Individuals chosen and approved by the Board of Directors to maintain a membership with the Chapter for various reasons which are beneficial to the mission of the Chapter. Honorary Members cannot be a member of the Board of Directors.
- Local Members. All remaining individuals may become Local Members of the Chapter. Local Members can be a member of the Board of Directors so long as they become a member of SHRM within four (4) months of taking office.
Section 3.5: Application.
Each prospective member must complete the application for membership using the Chapter website. All applications shall be reviewed by the Membership Director and, if necessary, approved by the Board of Directors.
Section 3.6: Effective Date of Chapter Membership.
New members shall be afforded full membership rights from the date of application &/or approval by the Board of Directors once his/her membership dues are paid in full and once primary chapter designation is made with SHRM if applicable.
Section 3.7: Membership Transferability.
Memberships are individual and are not transferable to other individuals.
Section 3.8: Individual Membership.
Membership in the Chapter is held in the individual’s name, not an organization with which the member is affiliated.
Section 3.9: Membership Expiration.
Memberships operate on a calendar year basis. Members will be asked to renew his/her membership during an annual period of December 1st – January 31st. Any individual joining the Chapter during the 4th quarter of the year will be afforded membership for the duration of the following calendar year. Membership dues will not be pro-rated for individuals joining in the 1st, 2nd or 3rd quarters of the year.
Section 3.10: Membership Dues.
Annual membership dues shall be established at the end of the fiscal year for the following year by the Board of Directors.
Section 3.11: Termination of Membership.
Each Chapter member, for all membership classes, shall pay annually such dues as prescribed by the Chapter &/or SHRM accordingly. If chapter dues are not paid in full within 30 days, or a prescribed time period as stated by the Membership Director and with approval from the Board of Directors, he/she will no longer be considered a member of the Chapter or able to receive Chapter benefits. Any National Chapter member failing to maintain membership in SHRM or whom revoke his/her primary designation of the Chapter as his/her primary affiliation, will forfeit his/her National designation in the Chapter, will automatically be considered Local members, and be required to pay the required Chapter dues within 30 days.
Section 3.12: Expulsion from Membership.
Any member will be expelled from Chapter membership if he/she is expelled from membership by SHRM. Any member may also be expelled for cause, based on serious malfeasance or misfeasance, upon unanimous vote (excluding the vote of the person being considered for expulsion) of the voting Board of Directors at any meeting, duly convened after proper notice as provided herein, provided that written notice of the intention to expel, the reasons therefore, and the time and place of such meeting have been provided to that member. No member shall be expelled without having the opportunity to be heard at such meeting but no formal hearing procedure need be followed. A member may be expelled from the Chapter for cause without also being expelled by SHRM.
ARTICLE IV – VOTING RIGHTS
Section 4.1: Definition of Voting Members.
Each National and Local member of the Chapter shall have the right to cast a vote on each matter brought before a vote of the membership?. Honorary and Student members of the Chapter do not hold voting rights.
Section 4.2: Quorum Requirements.
Each voting member shall be entitled to one (1) vote. For purposes of a vote taken at any time, a quorum shall be defined as 50% +1 of the members in attendance at the event where the vote is taken. Voting may be conducted at meetings of the membership, meetings of the Board of Directors or via email. If voting is conducted via email, Voting Members must be given at least twenty (20) calendar days to cast his/her vote.
Section 4.3: Voting by Proxy.
Any Voting Member eligible to vote at any time may be represented as present and may vote by a proxy authorized in writing. Such written authorization must specify the person entitled to vote, must be signed, dated and filed with the Secretary of the Chapter prior to the meeting. Voting by proxy for votes taken by email shall not be permitted.
ARTICLE V – CHAPTER MEETINGS
Section 5.1: Chapter Meetings.
Regular meetings of the members shall be held on the 2nd Wednesday of each month or as otherwise determined by the Board of Directors.
Section 5.2: Annual Meetings.
The annual meetings of the members for electing officers and conducting other appropriate business shall be held in January or at such other time 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 20% of the votes entitled to be cast at such meeting.
Section 5.4: Meeting Notices.
Notice of all regular, special and annual meetings shall be given to all members at least ten days prior to the meetings.
ARTICLE VI – BOARD OF DIRECTORS
Section 6.1: Number of Directors.
The Board shall consist of not less than seven (7) and not more than sixteen (16) Directors.
Section 6.2: Qualifications.
All members of the Board must be current members in good standing of SHRM and the Chapter throughout the duration of office. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office. Each member of the Board must be at least 18 years of age..
Section 6.3: Types of Directors
- Officers: Officers include the President, President-elect, Secretary and Treasurer and are considered the “Executives” of the Chapter. Only these individuals may enter the Chapter into a binding agreement. Officers have full rights and privileges and voting ability as pertaining to all matters brought before the Board.
- Directors: Remaining positions within the Board are considered Directors and may consist of positions such as Membership Director, Program Director, Marketing Director, and so on. Directors have full rights and privileges and voting ability as pertaining to all matters brought before the Board.
- Ex-Officio: Ex-Officio Board Members shall consist of Past Presidents of the Chapter who are no longer voting Board Members. Past Presidents may remain indefinitely as Ex-Officio Board Members without the need to stand for election, as long as he/she is willing and able to make a contribution, but he/she shall not have voting rights on the Board.
Section 6.4: Election.
All Officers and Directors shall be elected to the Board by the members at the annual meeting of the membership.
Section 6.5: Term.
Each elected Officer shall be appointed for a minimum of a two (2) year term, a maximum of a five (5) year, and shall hold office until the expiration of the term for which he/she was elected and until his/her successor has been elected and qualified, or until his/her earlier death, resignation or removal..
Section 6.6: Vacancy.
Any vacancy in the Board may be filled for the unexpired term by the President with consent by the Board of Directors.
Section 6.5: Powers.
The Board shall have all powers and authority necessary for the management of the business of the Chapter, unless otherwise provided by statute, these Bylaws or a resolution duly adopted by the Board.
Section 6.6: Presiding Officer.
At all meetings of the Board, the President will preside. If the President is not present, the President-elect will preside.
Section 6.7: Board Voting.
A simple majority of the total Board of Directors 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 of Directors.
Section 6.8: Duties and Responsibilities.
Specific duties and responsibilities for the Board of Directors, are maintained in detailed position descriptions available on the Chapter’s website. Any changes to the position descriptions must be approved by the President at all times and have the consent of the Board of Directors when possible.
Section 6.9: Removal.
Any Director may be removed from office upon any one of the following basis:
- (a) Any Director will be removed if he/she is expelled from Membership by SHRM or otherwise ceases to be a member in good standing of SHRM and the Chapter.
- (b) Any Director may be removed from office for cause, based on serious malfeasance or misfeasance or other proper cause under these Bylaws, upon the unanimous vote (excluding the vote of the person being considered for expulsion) of the voting Board of Directors at any meeting, duly convened after proper notice as provided herein, provided that written notice of the intention to remove, the reasons therefore, and the time and place of such meeting have been provided to that Director. No Director shall be removed without having the opportunity to be heard at such meeting but no formal hearing procedure need be followed. No Director shall be removed solely on the basis of personality conflicts with other Board Members.
- (c) A Director may be removed by majority vote of the Board Members at a meeting where a quorum is present if the Director has been judicially declared of unsound mind or has been convicted of an offense punishable by imprisonment of a term of more than one year.
Section 6.10: Resignations.
Any Board Member may resign office at any time, in writing, and to take effect from the time designated by the departing Board Member. The acceptance of the resignation by the Board shall not be required to make it effective.
ARTICLE VII – COMMITTEES
Section 7.1: Establishing a Committee.
The Board may establish committees or task forces with such powers as they deem desirable for the operation of the Chapter. Committees shall not have powers or authority to appoint vacancies to the Board or to adopt, amend or repeal the Chapter Bylaws.
ARTICLE VIII – LIABILITY AND INDEMNIFICATION
Section 8.1: Limitation on Liability.
A Board Member shall not be personally liable, as such, for monetary damages for any action taken or any failure to take any action as a Director unless: (a) the Director has breached or failed to perform the duties of his/her office under Subchapter B of Chapter 57 of the Pennsylvania Nonprofit Corporation Law of 1988 as amended (the “Act”); and (b) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
Section 8.2: Insurance.
The Chapter may purchase and maintain insurance on behalf of any person who is a Board Member. The Chapter’s payment of such premiums with respect to such insurance coverage shall be provided primarily for the benefit of the Chapter.
Section 8.3: Standard of Care and Justifiable Reliance.
A Board Member shall stand in a fiduciary relationship to the Corporation, and shall perform his/her duties as a director, including his/her duties as a member of any committee of the Board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his/her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
- One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented.
- Counsel, public accountants or other persons as to matters, which the director reasonably believes to be within the professional or expert competence of such person. A committee of the Board upon which he/she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. A director shall not 18 be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted.
In discharging the duties of their respective positions, the Board, committees of the Board and individual directors may, in considering the best interests of the Corporation, consider the effects on the Corporation, consider the effects of any action upon employees, upon persons with whom the Corporation has business and other relations and upon communities which the offices or other establishments of or related to the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section.
Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the Corporation.
Section 8.4: Third Party Activities.
The Chapter shall indemnify any Board Member or agent of the Chapter who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Chapter), by reason of the fact that he/she is or was a representative of the Chapter, or is or was serving at the request of the Chapter as a director or officer of another domestic or foreign Chapter
Section 8.5: Indemnification in Derivative Actions.
The Chapter shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Chapter to procure a judgment in its favor by reason of the fact that he/she is or was a representative of the Chapter, or is or was serving at the request of the Chapter as a representative of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of 19 such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Chapter and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Chapter unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Common Pleas or such other court shall deem proper.
Section 8.6: Mandatory Indemnification.
Notwithstanding any contrary provision of the articles of these bylaws, to the extent that a representative of the Chapter has been successful on the merits or otherwise in defense of any action, suit or proceeding, he/she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection therewith.
Section 8.7: Determination of Entitlement to Indemnification.
Unless ordered by a court, any indemnification under sections above shall be made by the Chapter only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he/she has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made:
- By the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or
- If such a quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Section 8.8: Advancing Expenses.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Chapter in advance of the final disposition of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Chapter as authorized in sections above.
Section 8.9: Indemnification of Former Representatives.
Each such indemnity may continue as to a person who has ceased to be a representative of the Chapter and may inure to the benefit of their heirs, executors, and administrators of such person.
Section 8.10: Reliance on Provisions.
Each person who shall act as an authorized representative of the Chapter shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
ARTICLE IX – AMENDMENT OF CONSTITUTION AND BYLAWS
Section 9.1: Bylaw Amendments and Approval.
The By-laws 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 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 X – CHAPTER DISSOLUTION
Section 10.1: 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 with purposes consistent with those of the Chapter).
ARTICLE XI – WITHDRAWAL OF AFFILIATED CHAPTER STATUS
Section 11.1: Chapter Withdrawal from SHRM.
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.
Revised: 9/14/2007 Amendments with SHRM Approval
Revised: 4/24/2013 Amendments with SHRM Approval
Revised: 3/25/2014 Amendments with SHRM Approval