Article I – Name, affiliation, purpose, relationships
Section 1. Name
The name of the association is Miami Valley Human Resources Association (herein referred to as MVHRA).
Section 2. Affiliation
MVHRA is affiliated with the Society of Human Resource Management (herein referred to as SHRM).
Section 3. Purpose
The purpose of the Miami Valley Human Resources Association is to proactively deliver HR thought leadership that positively impacts the company workforce and revenue, and the general economic development of the greater Dayton area.
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 – Membership
Section 1. Qualifications for Membership
The Qualifications for membership in the Association shall be as stated in Section 2, 3, 4 and 5. Members who fail to renew their chapter membership and/or do not pay chapter dues by the designated deadline will be considered to have lapsed and will be dropped from active membership. Lapsed members will be required to follow normal chapter membership requirements to reapply for membership. To achieve the purposes of the Association there shall be no discrimination in individual memberships because ofrace, religion, sex, age, national origin, or disability. All types of memberships are individual and are not transferable to other individuals.
Section 2. Professional Members
Professional Members have voting rights and may hold office in the Association. Professional Members shall be limited to:
Section 3. Professional-in-Transition Members
Professional-in-Transition Members have voting rights and may hold office in the Association. Professional-in-Transition Members shall be limited to:
Section 4. Student Members
Student members do not have voting rights nor may they hold office in the Association. Upon graduation, these individuals may continue their membership until gainfully employed (at which time they must apply for professional membership within 90 days of employment). Student Members shall be limited to:
Section 5. Honorary and Life Members
Any member of the Miami Valley Human Resources Association, upon retirement, who has made an outstanding contribution in the field of human resources, which includes being Past-President of the Association, shall be considered for Honorary membership subject to approval by the Board of Directors.
Any member, upon retirement, shall be eligible for Life membership provided they have been a member of the Miami Valley Human Resources Association for ten (10) consecutive years preceding retirement.
Honorary and Life members may not vote and may not hold office in the Association. There may be one exception - The Chairperson of the Past Presidents Committee may also happen to be an Honorary or Life member, in which case he/she will have voting rights. Honorary and Life members are exempt from payment of dues.
Section 6. Application for Membership
Applications for membership shall be filed with the Membership Director, who will review and approve on the basis of established criteria found in the Bylaws. All applications for membership shall be considered without regard to race, religion, sex, age, national origin, or disability.
No applicant shall be admitted to membership until dues for the current year have been paid to the Treasurer.
Section 7. Membership Dues
The amount of the annual dues for all classes of members shall be determined by a majority vote of quorum of the Board of Directors. Payment of dues shall be made on a calendar year basis. The payment of dues shall entitle members to the services and privileges of membership.
Article III – Meetings of Members
Section 1. Notice of Meetings
Notice of all special and annual meetings shall be given to all members at least ten days prior to the meetings. Notice of regular meetings shall be given to all members at least seven days prior to the meetings.
Section 2. Quorum
Members holding one-tenth of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. The vote of the majority of the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted on by the members.
Section 3. Meeting Conduct/Procedure
Parliamentary practice in all meetings of the Association and of its Board of Directors' meetings shall be in accordance with Roberts' Rules of Order.
Article IV – Board of Directors
Section 1. Members
The Board of Directors shall consist of the following elected Officer positions: President, President-Elect, Vice President, Treasurer, Membership Director, and Secretary. The elected members of the Board will be considered the Executive Committee. Additionally, appointed chairpersons of each standing committee along with Assistant to the Secretary, Assistant to the Treasurer and Assistant to the Membership Director shall become Board members.
The Board of Directors shall normally meet at least once each month before the regular meeting of the Association. The Board shall fill any vacancies in the offices of the Association between annual elections and shall submit to the membership for approval any contemplated actions of importance outside the usual affairs of the Association.
Section 2. Committee Organization and Activity
Committees may be appointed or dissolved from the general membership by the President with approval by the Board as necessary. The Chairperson of each committee and the President will seek interested members to participate in the committee activities. Special Committees or task forces may be organized by the President to meet particular Chapter needs. Each Committee Chair should have a job description outlining duties and responsibilities of the committee.
Committees are established to provide the Chapter with special ongoing services such as Professional Development, College Relations, Governmental Affairs, Networking/Publicity, Advertising/Sponsorship, Certification, Compensation, Job Opportunities/Resumes, MVHRA/SHRM Foundation, Newsletter, Past Presidents, Workforce Readiness, and Diversity.
Section 3. Election – Term of Office
Beginning with the election in 2021 for elected Officers who will take office on January 1, 2022, and for all elected Officers thereafter, each elected Officer shall hold office for two (2) years or until a successor is elected and takes office.
Section 4. Qualifications
All candidates for the Executive Committee must be professional members of the Association in good standing at the time of nomination or appointment. The President and all elected Officers must be a member in good standing with SHRM. Officers may not be elected to serve more than two (2) consecutive terms in the same position.
Beginning with the election in 2021 for elected Officers who will take office on January 1, 2022, and for all elected Officers thereafter, Officers may not be elected to serve more than one (1) consecutive term in the same position. Additionally, beginning with the election in 2021 and for each election thereafter, the election for the position of President-Elect will be for one (1) term of two (2) years in the position of President-Elect followed by one (1) term of two (2) years in the position of President. Thus, beginning with the election in 2021, the member elected President-Elect will automatically succeed into the position of President after serving a term as President-Elect, and the position of President will be removed from ballots in subsequent years based on MVHRA's adoption of this succession plan applicable to the position of President.
Section 5. Quorum
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. Vacancies
Any Board vacancy may be filled for the unexpired term by the President with approval by the Board of Directors.
Section 7. Election of Officers
The current Executive Committee shall serve as the nominating committee. No later than the third quarter of each calendar year, the nominating committee will identify candidates to be considered for the upcoming election. The nominating committee shall present to the Board of Directors, at the October Board meeting, the name of at least one candidate for each office. Nominations must be approved by the Board in order to be placed on the ballot. The election of Officers will be conducted during the fourth quarter of each year via a special mailing to all voting members of the Association. Election requires a majority vote of quorum (see Article III, section 2).
Section 8. Removal of Board Members
Any Board Member may be removed from office, with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board meeting.
Article V – Chapter Dissolution
In the event of the chapter's dissolution, the remaining monies in the Treasury, after chapter expenses have been paid and an independent audit performed, 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 VI – Statement of Ethics
The Ethical Relations Guidelines for the Miami Valley Human Resources Association have been designed to promote and maintain the highest standards of ethical conduct, both professional and personal, among its members. MVHRA members understand and accept personal responsibility to honor and respect the purpose of this Chapter, thereby assuring that all Chapter activities support the development, networking and educational intents of this professional organization. At a minimum, members will:
Article VII – Amendment of Bylaws
The Bylaws may be amended by a majority vote of the general members present or represented by proxy 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 VIII – 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.
Article IX 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. Note* These revised bylaws are not effective until approved and signed by SHRM CEO or designee.
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