SHRM Alabama State Council Bylaws
Adopted: January 22, 2005
Amendment One Adopted: May 18, 2005
ARTICLE I - NAME
The name of the council shall be the SHRM Alabama State Council (hereinafter referred to as "the Council".)
ARTICLE II - OFFICES
The principal office of the Council shall be located at such place as shall be determined by the Governing Body of the Council. The Council may also have offices at such other places as the Governing Body of the Council may from time to time determine.
ARTICLE III - PURPOSES
The purposes of the Council shall be to promote the purposes of the Society for Human Resource Management (SHRM) by providing a structure for SHRM members in the State of Alabama (hereinafter referred to as "the State") to consult together concerning the affairs, activities, needs and problems of SHRM in the state and to adopt programs which will promote the progress and welfare of SHRM in the human resource profession as a whole. These activities include, without limitation, the provision of channels of communication between Chapters, State Council, and the appropriate Regional Council, provision of services to all members of the human resource management profession within the State, and the provision of leadership training at the state level.
ARTICLE IV - FISCAL YEAR
The fiscal year of the Council shall be the calendar year.
ARTICLE V - GOVERNING BODY
A. Powers and Duties. The Governing Body of the Council shall manage and control the property, business, and affairs of the Council, and in general exercise all powers of the Council.
B. Number and Privileges.
1. The following shall be voting members of the Governing Body: one (1) State Director; one State Director-elect; one (1) immediate past state director; one (1) Business Manager (incorporates duties of Secretary and Treasurer); one (1) Federal Legislative Affairs Director; one (1) State Legislative Affairs Director; one (1) Certification Director; one (1) Membership Services Director; one (1) Workforce Readiness Director; one (1) College Relations Director; one (1) Diversity Director; two (2) Directors At-Large; and one chapter president from each of the SHRM affiliated chapters located within the State.
2. The Governing Body shall contain as many non-voting members as the State Director deems necessary and appropriate to perform the functions of the State Council.
C. Qualifications. All members of the Governing Body must be SHRM members in good standing. Non-voting members shall be drawn from such positions as the State Director and Governing Body feel should participate in the Council in the best interest of the Council and SHRM. These include without limitation, student chapter presidents, student chapter advisors, and representatives from other recognized human resource and business organizations within the state.
D. Election and Term of Office.
1. State Director shall be elected for a two-year term from the current year's Governing Body by its voting members no later than November of the second year of the director's tenure.
2. Director-Elect shall be elected for a two-year term from the current year's Governing Body by its voting members no later than November of the second year of the current director-elect's tenure.
3. Immediate Past Director shall serve a two-year term immediately following tenure as state director.
4. Business Manager shall be elected for a two-year term from the current year's Governing Body by its voting members no later than November of the second year of the business manager's tenure. The Business Manager may be elected for one additional two-year term.
5. All other directors shall be appointed by the State Director and shall serve a one-year term and may be reappointed for additional terms not to exceed a total of three years.
6. All non-voting members shall be appointed by the State Director and shall serve a one-year term and may be reappointed for additional terms not to exceed a total of three-years.
1. Any member of the Governing Body may be removed for actions contrary to the best interests of the Council or SHRM upon a two-thirds vote of the entire voting members constituting the Governing Body. In addition to removal for cause pursuant to the previous sentence, Chapter Presidents will be removed to the extent they vacate or are removed from their position as President of their respective SHRM chapter.
F. Vacancies. Any vacancy in the State Director position shall be filled for the unexpired term by the state director-elect. Any vacancy in any other position on the Governing Body other than Chapter Presidents shall be filled by appointment by the State Director. A vacancy in the Chapter President position will be filled as and when the respective chapter elects or appoints a new President.
G. Governing Body Meetings. The Governing Body shall meet at least three times each year, the first of such meetings shall be held before March 31.
H. Special Meetings of the Governing Body. Special meetings of the Governing Body may be called by the State Director, or in the case of the absence or disability of the State Director, by the State Director-elect. A special meeting shall be called upon written request of a majority of the voting members of the Governing Body.
I. Notice of Meetings. Written notice of each Governing Body shall be given to each member at least fifteen (15) days before such meeting.
J. Quorum for Governing Body Action. One-half (1/2) of the entire number of voting members of the Governing Body constitute a quorum for the transaction of business. The act of a majority of voting members present at any meeting at which there is a quorum shall be the act of the Governing Body, except to the extent that the Bylaws or state law may require a greater number.
K. Presiding Officer. At all meetings of the Governing Body, the State Director shall preside. In the absence of the State Director, the State-Director-Elect shall preside.
ARTICLE VI - OFFICERS
The State Director shall serve, as ex-officio, as President of the Council, however, shall be referred to as State Director. The State Director-elect shall serve as Vice President. The Business Manager shall serve in the combined roles of Secretary and Treasurer.
ARTICLE VII - RESPONSIBILITIES OF GOVERNING BODY MEMBERS
The responsibilities of each of the governing body members shall be as outlined in the Position Description as published within the SHRM Alabama State Council Operating Guide. The position descriptions are subject to change as deemed necessary by the State Council Director, Governing Body, or as modified to remain compliant with SHRM directives or federal and state regulations.
ARTICLE VIII - COMMITTEES
Committees and members are appointed by the State Director, subject to such conditions or limitations as may be specified by the Governing Body.
ARTICLE IX - ELECTRONIC VOTING
Electronic ballots can be used for the election of officers or execution of other appropriate and necessary council business provided the state council has at least one in-person meeting during the calendar year. Electronic ballots may be provided and returned via email, web site capture, or other electronic media.
ARTICLE X - COUNCIL DISSOLUTION
In the event of the Council's dissolution and after payment of expenses owed by the Council have been paid, all monies shall be donated to the SHRM Foundation. Upon direction of the Governing Body, all property may be sold and monies donated to the SHRM Foundation along with other cash and deposits belonging to the Council.
ARTICLE XI - STATEMENT OF ETHICS
The Council adopts SHRMs Code of Ethical Standards for the HR Profession. Each member is expected to promote and maintain the highest standards among its members. Further, each member is expected to respect and support the purpose of the Council and SHRM.
ARTICLE XII - PARLIAMENTARY PROCEDURE
Meetings of the Governing Body 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 Bylaws.
ARTICLE XIII - AMENDMENT OF BYLAWS
The Bylaws of the Council may be amended by two-thirds (2/3) vote of the Governing Body voting members at a meeting at which a quorum exists, provided such amendment is circulated in writing at least fifteen (15) days prior to such meeting. Further, such amendments must be reviewed by the SHRM Board of Directors or the Governance Committee on the Board's behalf. Additionally, such amendments must be compliant with SHRM directives, federal and state regulations.
ARTICLE XIV - TERMS USED
As used in these bylaws, feminine or neuter pronouns shall be substituted for those of the masculine form, and the plurals shall be substituted for the singular number in any place where the context may require such substitution or substitutions.
Amendment One - Adopted at regular scheduled board meeting on May 18, 2005
Strike entire section as follows:
Article V.E.2 (Removal)
The SHRM Board of Directors, or the Governance Committee acting on the Board's behalf, may remove any State Council officer or other member of the State Council Governing Body, with or without cause, upon a two-third vote of the SHRM Directors present at a duly constituted SHRM Board of Directors meeting, provided at least a majority of the then entire number of voting Directors vote in the affirmative, and shall allow the SHRM Board of Directors to appoint individual(s) to fill the remaining term of those individual(s) removed.