NAME AND AFFILIATION

Section 1.        Name

The name of the Association is Illinois Fox Valley Society for Human Resource Management (Illinois Fox Valley SHRM), hereinafter referred to as the Association and not as SHRM or the Society for Human Resource Management.

Section 2.        Affiliation

The Association is affiliated with the national organization known as the Society for Human Resource Management (SHRM).

Section 3.        Relationships.

The Association 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 Association. The Association shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. The Association shall not contract in the name of SHRM without the express written consent of SHRM.

ARTICLE II

STATEMENT OF PURPOSE

Section 1. Representation

The individual members of the Association represent, but are not limited to the Northwest and West suburban areas of Chicago, Illinois, in the communities surrounding the Fox River Valley area.

Section 2. Purpose

The purposes and objectives of this Association are:

- To provide a medium for exchange of information regarding common issues among local human resource professionals;

- To advance the understanding of the principles of human resource management through professional education programs for members; and

- To encourage the establishment of networks of local human resource professionals in order to enhance cooperative problem solving and maintenance of professional standards.

ARTICLE III

MEMBERSHIP

Section 1.        Eligibility

An individual who has demonstrated a continuing career interest in the human resource profession, who has human resource responsibility for a company or who meets the requirements for national SHRM membership and maintains membership with the national SHRM shall be eligible for Association membership.  Memberships are individual and are not transferable to other individuals.  There shall be no discrimination in individual memberships because of race, religion, sex, age, national origin, handicap, sexual preference or orientation, or other protected class categories defined by state or federal law.

Section 2.        Admission to Membership

Application for membership shall be made in writing on a format provided by the Association.  No applicant shall be admitted to membership until approved by a majority of the Board of Directors.  The Board of Directors shall have the final approval on all new memberships.  The number of service providers (non HR professions that sell a product or receive a fee for services for profit) may be limited by the Board of Directors.    

Section 3.        Voting Rights

Each member shall be entitled to one vote on each matter submitted to a vote of the members.  Proxy votes shall be permitted.

Matters presented to membership for a vote may be presented electronically.  The Board of Directors  may elect to define and communicate its recommended position.   Members have the option and are encouraged to indicate their preference by voting for or against any item presented within two (2) weeks of distribution. During this period, members are free to comment on items presented for vote.  A simple majority of the entire membership will be needed for items to be adopted.

Section 4.        Termination of Membership

Membership may be terminated by voluntary written or oral resignation, but no such resignation shall relieve the member so resigning of the obligation to pay dues or other charges owed and unpaid at that time.

Any member failing to maintain membership in SHRM or within this Association will forfeit his/her membership.

The Board of Directors may, on its own motion or complaint of any member, investigate actions by any member that may be injurious or prejudicial to the Association or to the human resource profession.  If, in the opinion of a majority of the Board of Directors, such action is detrimental to the interest of the Association or the human resource profession, it may request the immediate resignation of the member involved, or take other appropriate action.

Section 5.        Dispute Resolution

In the event the Board of Directors censures a member or terminates a membership, the member may dispute the decision through a letter of appeal to the Board of Directors.  The letter of appeal must be sent within forty-five (45) days after notification of the Board's decision. The Board will review its decision, but is not obligated to reverse its previous decision.  The final decision of the Board is binding and will be communicated in writing to the appellant.

Section 6.        No Solicitation Policy

One of the stated purposes of the Association is to encourage the establishment of networks of local human resource professionals in order to enhance cooperative problem solving and maintenance of professional standards. Such contacts are distinguished from active marketing, selling, soliciting or dissemination of such information for personal or business gain.

No member of the Association shall use the meeting forum, member listings or any other Association provided member information for personal or business gain.  Any member in violation of this policy may be asked to resign his or her membership immediately.

Section 7.        Dues

Annual Association dues shall be established for the next year by the Board of Directors prior to the mailing of the renewal notice.

Annual dues are payable upon acceptance into membership and thereafter are due annually on January 1.  For partial-year membership, such dues may be prorated for the remainder of the year, as determined by the Board of Directors.       

ARTICLE IV

MEETINGS

Section 1.        General Meetings

The Association shall meet on the third Thursday of each month, or at such times as the Board of Directors shall establish on an annual basis.  Any member may request the President to place an issue on the next meeting agenda.

Section 2.        Notice of General Meetings

An electronic notice of all general meetings shall be sent to all members at least ten (10) day prior to the meetings.  General meeting times may be extended to allow for special presentations and/or events.

Section 3.        Special Meetings Called by Members

Special meetings of all the members may be called by the President, the Board of Directors, or by five (5) members of the Association stating the purpose of the meeting with majority approval of the Board of Directors.

Section 4.        Annual Meeting

The Annual Meeting will take place during the general monthly meeting in the month of September each year or at such other times as determined by the Board of Directors..

Section 5.        Strategic Planning

Shortly after the annual meeting, the Association will undergo a strategic planning session.  This session will take place at a time determined by the sitting Officers and Directors.  Current and newly elected Officers and Directors will be required to attend the strategic planning meeting to begin the transition period and assist in planning the upcoming year.  All members in good standing will be encouraged to attend and offer suggestions for improving the organization.

Section 6. Quorum – General and Special Meetings

Members in attendance and two elected officers with at least one being the President or the President Elect shall constitute a quorum for the transaction of business at any general meeting or special meeting of the members.

Section 7.  Meeting Sponsor

Upon approval by a majority of the Board of Directors and payment of a stipulated sponsor fee to the Association, a meeting sponsor may be permitted to set up a display table at a general meeting for the presentation of products or services or distribution of literature, and a brief (5 minute) communicated presentation to the membership at a time as specified on the meeting agenda.

ARTICLE V

BOARD OF DIRECTORS

Section 1.  Board of Directors

The Board of Directors shall transact all business of the Association.  The Board of Directors shall consist of a minimum of twelve (12) and a maximum of fifteen (15) members.  No more than (3) Board positions shall be filled by volunteers whose job description does not include HR responsibilities.  In addition, no more than one person from the same company shall be allowed to serve on the Board of Directors during the same term.   All members serving in the Officer capacity shall serve on the Board of Directors.  Members in the Director capacity as specified in Article V, Section 3 of these bylaws shall fill any remaining Board of Directors positions.

Section 2.        Officers

The Officers shall consist of:

1.      President

2.      President Elect

3.      Past President

4.      Treasurer

5.      Secretary

6.      Vice President, Membership

7.      Vice President, Programs

Section 3.        Directors

The Directors shall consist of

1.  Director, Member Benefits

2.  Director, Community Outreach

3.  Director, Legislation

4. Assistant Vice President, Membership

5. Assistant Vice President, Programs

6. Assistant Director, Member Benefits

7. Assistant Secretary

8. Assistant Treasurer

Section 4.        Duties and Responsibilities

Duties and responsibilities of the Board of Directors are defined in the position description maintained in Association files and as updated from time to time.  Position descriptions are mandated and approved by the Board of Directors.

Section 5.        President Elect’s Qualifications

To be qualified for nomination for President Elect, an individual shall serve as an Officer or Board Member capacity for a minimum of two roles or two years.

Section 6.        Terms and Limits

                                                                        Term                Consecutive      Total*

                                                                        (Years)            Terms               (Years)

1.  President                                                       1                      1                      1

2.  President Elect                                              1                      1                      1

3.  Past president                                               1                      1                      1

4.  Treasurer                                                      2                      2                      4

5.  Secretary                                                       2                      2                      4

6.  Vice President, Membership                        2                      2                      4

7.  Vice President, Programs                             2                      2                      4

8.  Director, Member Benefits                          2                      2                      4

9.  Director, Community Outreach                    2                      2                      4

10.  Director, Legislation                                   2                      2                      4

11. Assistant VP, Membership                          2                      2                      4

12. Assistant VP, Programs                               2                      2                      4

13. Assistant Director, Member Benefits         2                      2                      4

14. Assistant Secretary                                      2                      2                      4

15. Assistant Treasurer                                      2                      2                      4

* Members may serve on the Board  up to a maximum of nine (9) consecutive years after which there shall be a minimum of a one (1) year break.  An exception will be granted if elected to President Elect, allowing the person to complete the term(s) as President Elect, President and Past President prior to taking the required one (1) year break.

Section 7.        Meetings of the Board of Directors

The Board of Directors shall meet a minimum of eight (8) times a year or at other times agreed upon by the Board.  The Board members must attend a minimum 70% of all general member and board meetings.  The Board may tender a written request for the officer or director to resign his/her position on the Board if this requirement is not fulfilled.  Any general member may request the president to place on the next meeting agenda any action to be taken by the Board of Directors.  The President or four Board members may call a special meeting.

Section 8.        Quorum for Board Business

A quorum shall be declared only if all Board members are notified of intent for a Quorum and at least 51% of Board members are present to participate.  Any resulting act of a quorum shall be an act of the Board of Directors.

Section 9.        Vacancies

The Board of Directors shall reserve the right to fill any vacant position on the Board that occurs throughout the year.  The vacant position shall be filled by a majority vote of the Board.

Section 10.      Changing Composition of the Board

The Board of Directors shall reserve the right to modify the number of Board positions and redefine the roles to accommodate the needs of the Association.

Section 11.      On-line Voting for Board Business

On-line voting requests shall be submitted to the President.  The President shall make the determination to approve or table the on-line vote request within three (3) business days.  The President reserves the right to table the issue for discussion at the upcoming Board meeting or forward it to the Board Members for comments.  Items under consideration will be open for discussion by Board members for fourteen (14) calendar days before a final vote is called.  Board members will use ‘reply to all’ to discuss items.

Normal quorum and voting standards shall apply. Issues presented for on-line voting shall be announced to the membership a minimum of  fourteen (14) calendar days in advance of scheduled voting.

Section 12.      Removal of Director Or Officer

Any director or officer may be removed from office, with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Boards of Directors meeting.

ARTICLE VI

OFFICER AND BOARD OF DIRECTORS NOMINATIONS AND VOTING

Section 1.        Nominating Committee

The nominating committee shall consist of three Board members with at least one (1) Officer member appointed no less than sixty (60) days before each Annual meeting.  The Chairperson will be selected from one of the three (3) members.  The nominating committee shall give consideration to the qualifications of persons to be nominated in terms of the offices or vacancies to be filled and shall present nominations for the offices of the Board of Directors before the Annual Meeting of the Association.

Eligibility for nomination, election, and continuation in office shall be limited to persons who have been members of the Association in good standing, for a minimum of one (1) year.  The recommendations of the nominating committee shall be confirmed by the Board of Directors.  The Official Ballot shall be communicated to the general membership at least ten (10) days prior to the Annual Meeting.

Section 2.        Voting for Board of Directors

Nominations for each officer and directorship shall be acted upon by separate vote of members at the Annual Meeting.  After the Board of Directors communicates the Official Ballot, additional nominations may be made from the floor by any member eligible to vote.  Persons nominated from the floor must be present at time of nomination.  A member eligible to vote must second all nominations.

If there are more than two (2) nominees for a particular position and none receive a majority of votes cast, the President shall direct that a second ballot with voting by the general membership be taken to select among the nominees who received the highest and second highest number of votes.

ARTICLE VII

CONTRACTS, USE OF ASSOCIATION NAME,

 AND FINANCIAL ADMINISTRATION

Section 1.        Contracts

The majority of the Board of Directors may authorize any officer or officers, agent or agents, to enter into any transaction, contract, or to execute and deliver any instrument in the name of and on the behalf of the Association and such authority may be general or confined to specific instances.

Section 2.        Use of Funds

The Board of Directors has the discretion to set a budget for specific chapter expenses on an annual basis.  Members may request a copy of the annual budget report.

Section 3.        Use of Association Name

Any use of the Illinois Fox Valley SHRM name and/or logo by any party outside the association must be authorized by the Board of Directors.

Section 4.        Checks

All checks, drafts, or other orders for the payment of money issued in the name of the Association shall be signed by two of the following signatories of the organization:

1. President                                                          3.  Treasurer
2. President Elect                                                4.  Assistant Treasurer

Section 5.        Deposits

All funds of the Association shall be deposited within thirty (30) days to the credit of the Association in such bank or banks, trust companies, or other depositories as the Board of Directors shall select.

Section 6.        Fiscal Year

The fiscal year of the Association shall be from January 1 through December 31.

Section 7.        Annual Audit of Funds

The Treasurer shall arrange for an annual audit of Association funds.

ARTICLE VIII

PROCEDURES

Except as herein provided, Robert's "Rules of Order" shall govern the proceedings of the Association.

ARTICLE IX

CHAPTER DISSOLUTION

In the event of the Association's dissolution, the remaining monies in the treasury, after Association expenses have been paid will be contributed to the SHRM Foundation.

ARTICLE X

STATEMENT OF ETHICS

Section 1.        Code of Ethics

The Association adopts the Society for Human Resources Management (SHRM) Code of Ethics for members of the Association in order to promote and maintain the highest standards among the members.  Each member shall honor, respect, and support the purpose of this Association and SHRM.

Section 2.        Endorsement

The Association shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors.

ARTICLE XI

AMENDMENTS

All By-laws amendments and revisions must be pre-approved by SHRM before they are official for the chapter. Any and all By-laws updates or changes must be sent to SHRM before a membership vote. The By-laws may then 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 such proposed amendment has been reviewed by SHRM and is not in conflict with the Society's By-laws.

Amendments and revisions to the By-laws will be recorded on the Revision History below.