York Society for Human Resource Management (York SHRM): YORK, PA. Chapter By-Laws

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1 York Society for Human Resource Management (York SHRM): YORK, PA. Chapter By-Laws ARTICLE I IDENTIFICATION 1.1The name of the Chapter is York Society for Human Resource Management (herein referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as York SHRM and not as SHRM or the Society for Human Resource Management. 1.2: Affiliation. The Chapter is affiliated with the Society for Human Resource Management (herein referred to as "SHRM"). 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. 2.1 The purpose of the Chapter is as follows: ARTICLE II PURPOSES Provide a formal opportunity for professionals in the Human Resource field to assemble and exchange information of mutual interest; Provide the opportunity to be proactive in issues and matters of mutual interest; Educate, enhance and reinforce the professionalism of its members; Increase employer and non-member recognition of the significant roles and responsibilities of Human Resource professionals. 2.2 The Corporation is organized exclusively for charitable, religious and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(6) of the initial Internal Revenue Code of A. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Members, Trustees, Directors, Officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes set forth in the Articles of Incorporation. The Corporation shall be authorized and empowered to make payments and distributions to other organizations qualifying for the exemption from Federal Income Tax under Section 501(c)(6) of the Internal Revenue Code. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. B. Notwithstanding any other provisions of the Articles of Incorporation, the Corporation

2 shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax Section 501(c)(6) of the Internal Revenue Code or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. C. It is intended that the Corporation shall have, and continue to have, the status of an organization which is exempt from federal income taxation under Section 501(c)(6) of the Internal Revenue Code. All terms and provisions of the Articles of Incorporation and all authority and operations of the Corporation, shall be construed, applied and carried out in accordance with such intent. D. Upon the dissolution of the Corporation, the directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute all of the assets of the Corporation to such organizations organized and operated exclusively for charitable, religious, scientific, educational, or such other exempt purposes as shall, at the time, qualify as an exempt organization under Section 501(c)(6) of the Internal Revenue Code. Any assets not so disposed shall be disposed of by the Court of Common Pleas in the County in which the principal office of the Corporation is then located, exclusively for such organization(s) as set Court shall determine, which are so described. Under no circumstances shall any surplus funds, upon a sale of the assets or a dissolution of the Corporation shall be available by or distributed to any director, officer, or employee of the Corporation, any donor or any private person or individual. E. Neither the net earnings of the Corporation nor donations which it receives shall inure to the benefit of any individual, as the inurement standard is interpreted under Section 501(c)(6) of the Internal Revenue Code of 1986 or any corresponding provision of any later federal tax law. In the event of a sale or dissolution of the Corporation, surplus funds shall not be used for private inurement to any person, and such use of surplus funds is expressly prohibited. F. All references in the Articles of Incorporation to sections of the Internal Revenue Code shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, and to the corresponding provisions of any applicable future United States Internal Revenue Law. ARTICLE III FISCAL YEAR The fiscal year of the Chapter shall be the calendar year. ARTICLE IV MEMBERSHIP 4.1 General Provision Membership in SHRM is encouraged for all chapter members. Succession to or transfer of membership is not permitted and is personal rather than corporate. 4.2 Eligibility for Membership Membership may be conferred upon individuals meeting the necessary qualifications as set forth herein. Membership may not be conferred upon companies. Persons possessing the necessary qualifications, and who agree to abide by the Code of Ethics may be admitted to membership in the Association in one of the following classes: A.Professional Members:

3 Professional Members may hold office, chair committees and vote. To be eligible for professional membership, individuals must meet one of the following criteria: 1. Be actively engaged in human resources in an exempt position as defined by the Fair Labor Standards Act classification; 2. Be a faculty member in human resources or its related specialties at an accredited college or university; 3. Be actively engaged as a consultant in human resources; or 4. Be an attorney who counsels and advises management clients primarily on matters relating to human resources. 5. Be certified by the Human Resource Certification Institute. B. General Members: General Member mayhold office, chair committees and vote. To be eligible for general membership, individuals must meet one of the following criteria: 1. Be actively engaged in human resources in a nonexempt position as defined by the Fair Labor Standards Act classification; 2. Be in an exempt position as defined by the Fair Labor Standards Act, in a classification for which human resources is a significant but not a major part of job responsibilities (i.e., a vice president who oversees the human resource function of a business, or a branch manager or principal of a staffing or placement firm.); or 3. Be an individual whose current employment status does not meetprofessional membership criteria, but whose education, employment or other background in human resources would merit special consideration by the Board provided that primary job responsibilities do not involve soliciting the members (i.e., product customer service representatives, or sales representatives for human resources products). 4. Be a current member in the Society for Human Resource Member, who does not meet the criteria for professional membership in the chapter as stated above, yet designatesthe chapter as their primary chapter. C.Student Members: Student Members may hold office, chair committees and vote. To be eligible for student membership, individuals must be full-time students attending an accredited college or university and be enrolled in a prescribed program in human resources or related courses of study. D.Honorary Members Any member in good standing at the time of their retirement or who would have met membership qualifications at the time of retirement from any firm, organization or institution may be elected to Honorary Membership of the chapter by the vote of the Board of Directors. Honorary Members shall be entitled to full membership, and may hold office, chair committees and vote. E. Members In Transition A Member in Transition is any Professional or General Member who no longer meets the prescribed membership criteria of such classification due to a change in employment status or responsibilities or due to a change in the classification requirements, and who elects to continue in their existing membership classifications for the balance of the Corporation's then-current fiscal year or an extension of membership status as determined by the Board of Directors. It is the responsibility of the affected members to notify the Membership Director of such change and to clarify where membership information should be directed. Such individuals may reapply for

4 Professional or General membership at such time as they again meet the prescribed criteria as defined in these Bylaws. Members In Transition may hold office, chair committees and vote. 4.3 Application Applications for chapter membership will be made available to potentially eligible members. All requested documents and a check for the application fee must be submitted with application. A. Application for Membership Application for membership shall be web-based. All applications shall be reviewed by the Membership Director and approved by the Board of Directors. New members shall be afforded full membership rights from the date of application approval by the Board of Directors. B. Membership Dues Annual membership dues shall become payable on January 1 of each year. The amount of dues shall be determined prior to their due date each year by the Board of Directors. Members who are members ofshrm will have a reduction off their annual dues. Dues will be prorated based on time of application for new members as determined by Board of Directors 4.4 Voting Each member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Votes shall be tallied by an Ad Hoc Committee appointed by the Board of Directors. 4.5 Termination of Membership Memberships in the Chapter will be terminated for: Nonpayment of annual dues after two (2) months of delinquency; Solicitation of other members for individual/company gain; or Violation of the code of conduct. 4.6 Guest of Members Non-members of the Chapter are limited in their attendance to no more than two (2) meetings in the calendar year. Guests must pre-register and pay the guest fee no later than the meeting date. ARTICLE V CODE OF ETHICS 5.1 The Chapter promotes and maintains the highest standards of conduct among its members. Each member shall honor, respect and support the purpose of this Chapter and adhere to the following: The Chapter shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors. No member shall actively solicit business from any other member at Chapter meetings or through the use of information provided to him/her as a member of the Chapter without the approval from the Board of Directors. Maintain the highest standards of professional and personal conduct. Strive for personal growth in the field of human resource management. Support the Association's goals and objectives for developing the human resource management profession. Support all employment laws, regulations and policies

5 Refrain from using my official position, either regular or volunteer, to secure special privileges, gain or benefit for myself, or to directly sell, promote or otherwise encourage other members to purchase or use my employer's products and/or services. Maintain the confidentiality of privileged information. Improve public understanding of the role of human resource management. ARTICLE VI MEETINGS 6.1 Regular Meetings The regular membership meetings shall be held as scheduled by the Board. No meetings will be scheduled in July or August. 6.2 Annual Meeting The Annual Meeting will normally be the December Meeting. Incoming officers will be installed at this meeting. 6.3 Board Meetings The Executive Board and the chairperson (or representative) from each standing committee shall meet at such time and place designated by the President. Board members must attendat least five (5) meetings throughout the year. 6.4 Special Meeting Types: A. Special Meetings Special meetings of the voting members may be called at any time by the President, Vice President, a majority of the Directors then in office, or five percent (5%) of voting members. B. Closed Meetings The officers of the chapter have the right to declare any meeting to be "closed". Members would receive electronic notification at least forty-eight (48) hours in advance of the meeting date. A "closed" meeting would be for the purpose of discussing confidential information. Only voting members shall be permitted to attend. C. Electronic (Virtual) Meetings Voting Members may participate in meetings of the Voting Members by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Voting Members so participating shall be deemed present at any such meeting. 6.5 Committee Meetings For the purpose of carrying out the functions of programs, projects or objectives of the chapter, the various committees may, and are encouraged to meet at any time, place and date deemed necessary by the chairperson of such committee. 6.6 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.

6 6.7 Parliamentary Procedure All meetings will be conducted according to the Parliamentary Procedure as outlined in Robert's Rules of Order, except where said "Robert's Rules of Order" conflict with any rules adopted by the chapter. 6.8 Attending Meetings When members schedule to attend a meeting, they will be responsible for the meeting fee, whether or not they attend. Notice of attendance must be made three (3) days prior to the meeting date. 6.9 Notice of Meetings Notice of meetings will appear on the chapter s website and/or the monthly newsletter. ARTICLE VII ELECTIONS AND BALLOTING 7.1 Balloting: Officers and Directors Election of officers and directors shall be conducted by ballot in accordance with the procedures outlined: a. No later than October 15 of each voting year the Nominating Committee, composed of the immediate Past President and no less than three (3) other members of the Chapter, shall prepare and distribute to the membership its list of nominees. 7.2 Elections a. Votes Required Each officer shall be elected on the basis of a plurality of votes cast for that office. b. Tie Votes In the event a tie of two or more candidates occurs during an election, successive balloting shall be conducted until one candidate receives a plurality. c. Election Results The announcement of the results of the election for offices shall be made at the DecemberChapter meeting. 7.3 Referendum and Other Mail Balloting The Board of Directors may submit any matter of the chapter s business to the voting membership for resolution by ballot. Voting by ballot, including without limitation regular mail ballot or electronic mail ballot under circumstances and rules prescribed by the Board of Directors, is permitted and may be authorized by the Board of Directors from time to time. ARTICLE VIII BOARD OF DIRECTORS 8.1 Composition The following individuals shall be voting members of the Board of Directors: The President, Vice- President, Secretary, Treasurer, the immediate Past President, and board positions at the director level Additional voting members may be determined from time to time by Board resolution. 8.2 Powers The business of the Corporation shall be managed by its Board of Directors, which shall consist of at least the number of Directors as required by 7.1 in this article, and may consist of a larger number as the Directors may determine from time to time with approval of the Voting Members. 8.3 Qualification

7 All candidates for the Board of Directors must be qualified, professional members of the chapter in good standing at the time of nomination. Per SHRM Bylaws, the President must be a current member in good standing with SHRM throughout the duration of his/her term of office. In addition the Executive Committee (Vice President, Secretary, Treasurer and Past President) must maintain SHRM membership in good standing. 8.4 Election - Term of Office All elected officers shall be chosen as provided for in these By-Laws. Each elected officer shall assume office in January 1of the year installed. 8.5 Vacancies When any vacancy in the board occurs, the President shall appoint an individual to serve for the unexpired term. The appointment must be confirmed by a majority of the Board in attendance at the next regularly scheduled Board meeting. 8.6 Quorum A majority of the total Board membership shall constitute a quorum for the transaction of business. The act of a majority of the Board members present at any meeting at which there is a quorum shall be the act of the Board. 8.7 Board of Directors' Responsibilities The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in the Article of Incorporation or By-laws. A professional member in good standing may request the President to place on the agenda of the next regular meeting any action taken by the Board of Directors. 8.8 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 Board of Directors meeting. ARTICLE IX OFFICERS 9.1 Composition The elected officers of the chapter, except as otherwise specified herein, shall be the President, Vice- President, Secretary and Treasurer, and shall be ranked in this order. 9.2 Qualification All candidates for office must be a member of the chapter in good standing at the time of nomination or appointment. 9.3 Election - Term of Office All elected officers shall be chosen in accordance with these By-Laws. Each elected officer shall assume office in January 1 of the year of election. 9.4 Election - Term Limits President - This office will be filled through the election process with the intent of the immediate past vice-president advancing to this position.

8 Vice-President - Yearly elected. This position has the intent to advance to the President s role and is available for a three-year commitment to the chapter advancing to the office of president in the second year and board member as Past President the third year. Secretary - Yearly elected. May not be elected to serve more than five (5) consecutive terms in the same position unless otherwise agreed upon by a majority vote by the Board of Directors Treasurer - Yearly elected.may not be elected to serve more than five (5) consecutive terms in the same position unless otherwise agreed upon by a majority vote by the Board of Directors 9.5 Vacancies In the event the office of president is vacated, the vice-president shall assume the office of president and that time served in this vacancy will have no bearing on the commitment made to serve in the office of president the following year. ARTICLE X DUTIES AND RESPONSIBILITIES 10.1 The President The President shall preside at all meetings of the chapterand shall have general charge and supervision of the affairs and business of the chapter and may commit the chapter expenditures of up to $250 without receiving approval of the Board of Directors (finances permitting). The President will be a member in good standing throughout the duration of his/her termwith the Society for Human Resource Management The Vice-President The Vice-President, at the request of, or in the absence or disability of the President, may perform any of the duties of the President and shall have such other powers and perform such other duties as the Board or the President may determine. The Vice-President will be a member in good standingthroughout the duration of his/her term with the Society for Human Resource Management The Secretary The Secretary shall be responsible for preparation of a record of the proceedings of all meetings of the Board and of any other business meetings of the chapter, and shall also perform such other duties as the President may determine. The Secretary will be a member in good standing throughout the duration of his/her termwith the Society for Human Resource Management The Treasurer The Treasurer shall be responsible for the financial affairs of the chapter. This responsibility shall include financial reports to the Board, arrangements for the annual examination and audit of the account, and the performance of such other duties as the President may determine. The Treasurer will be a member in good standing throughout the duration of his/her termwith the Society for Human Resource Management Core Leadership Area (CLA) DirectorsCore Leadership Area Directors shall have such powers and perform such liaison duties as the Board or the President may determine. The responsibility includes awareness sessions and initiatives in the particular CLA as determined by the President and the Board. He/she shall have the authority to appoint sub-committees to plan and implement the activities associated with the CLA for the year. Each CLA Directorwill be a member in good standing throughout the duration of his/her term with the Society for Human Resource Management.

9 Section 10.6 Past PresidentThe Past President shall serve as an advisor to the President, and fulfill such duties as requested by the President and/or Board of Directors. The Past Presidentwill be a member in good standing throughout the duration of his/her term with the Society for Human Resource Management. ARTICLE XI EXECUTIVE COMMITTEE 11.1 Composition The Executive Committee shall consist of the current elected officers and the immediate Past President Responsibilities The Executive Committee handles day-to-day decisions as they arise and may commit the chapterexpenditures up to $500, without the approval of the Board of Directors (finances permitting) Personal Liability ARTICLE XII LIMITATION OF PERSONAL LIABILITY OF DIRECTORS A. General Rule A Director of the corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action, except to the extent that exemption from liability for monetary damages is not permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect. The provisions of this Subsection (a) are intended to exempt the Directors of the corporation from liability for monetary damages to the maximum extent permitted under Pennsylvania law. B. Specific Rule Without limitation of Subsection (a) above, a Director of the corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action, unless: (i) the Director has breached or failed to perform the duties of his office under the Pennsylvania Nonprofit Corporation Law and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of the preceding sentence shall not exempt a Director from: (i) the responsibility or liability of a Director pursuant to any criminal statute; or (ii) the liability of a Director for the payment of taxes pursuant to local, state or federal law Modification or Repeal The provisions of this Article may be modified or repealed by the Directors in accordance with the procedures for amending these bylaws; provided, however, that any such modifications or repeal shall not have any effect upon the liability of a Director relating to any action taken, any failure to take any action, or events which occurred prior to the effective date of such modification or repeal. ARTICLE XIII INDEMNIFICATION 13.1 General Rule Subject to the provisions of Section 12.2 below, the corporation shall, to the fullest extent permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect, indemnify any person (and

10 his heirs, executors and administrators) who was or is a party, witness or other participant, or is threatened to be made a party, witness or other participant, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, actions by or in the right of the corporation), by reason of the fact that he is or was a Director or officer of the corporation, or is or was serving at the request of the corporation as a Director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding Standard of Conduct Except as provided in Section 12.4 below, indemnification shall be provided under Section 12.1 above only if it is determined in accordance with the procedure set forth in Section 12.3 below that: (i) the person seeking indemnification acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (ii) the act or failure to act giving rise to the claim for indemnification does not constitute willful misconduct or recklessness. Notwithstanding the foregoing, no person shall be indemnified in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; nor shall any person be indemnified in any case where indemnification under this Article is impermissible by reason of federal law Procedure Except as provided under Section 12.4 below, indemnification under Section 12.1 above (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the person seeking indemnification has met the applicable standard of conduct set forth in 12.2 above. All such determinations shall be made in accordance with the following procedure: A. Method of Determination All determinations shall be made: (i) by the Board of Directors by majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding in respect of which indemnification is sought; or (ii) in the event that such a quorum is not obtainable, or, even if obtainable, a majority of such quorum so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the person seeking indemnification. B. Selection and Payment of Independent Counsel In the event that a determination is to be made by Independent Counsel, such Independent Counsel shall be selected by the Board of Directors and the law firm or person so selected shall be subject to the approval of the person seeking indemnification, which approval shall not be unreasonably withheld. The corporation shall pay all reasonable fees and expenses of the Independent Counsel. For purposes of this Article, "Independent Counsel" shall mean a law firm, or a member of a law firm, that is experienced in the area of law that is at issue in the controversy involving the person seeking indemnification or defense and that has not in the immediately preceding five years been retained to represent the corporation, the person seeking indemnification or any other party to the action, suit or proceeding giving rise to the claim for indemnification. C. No Presumption The termination of any action, suit or proceeding referred to in Section 12.1 above or of any claim, issue or matter therein, by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that a person did not act in good faith and in a manner

11 which he reasonably believed to be in or not opposed to the best interests of the corporation or that the act or failure to act giving rise to the claim for indemnification constitutes willful misconduct or negligence Successful Defense Notwithstanding any other provision of this Article, to the extent that a person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 12.1 above or in defense of any claim, issue or matter therein, he shall be indemnified by the corporation against all expenses (including attorney's fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses) actually and reasonably incurred by him in connection therewith Advance Payment of Expenses Subject to such terms, conditions and limitations, if any, as the Board of Directors may in its discretion determine to be appropriate, the corporation shall advance all reasonable expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses) reasonably incurred in connection with the defense of or other response to any action, suit or proceeding referred to in Section 12.1 above upon receipt of an undertaking by or on behalf of the person seeking the advance to repay all amounts advanced if it shall ultimately be determined upon final disposition of such action, suit or proceeding that he is not entitled to be indemnified by the corporation under the provisions of this Article. Notwithstanding the provisions of the preceding sentence, the corporation shall not be required to make any advance payment of expenses (or to make any further advance if one or more advances shall have been previously made) in the event that a determination is made by the Board of Directors that the making of an advance or further advance would be inappropriate in the circumstances No Duplication of Payments The corporation shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the person seeking indemnification has otherwise actually received payment under any insurance policy, contract, agreement or otherwise. In the event that the corporation makes an advance payment of expenses to or on behalf of any person, such person shall repay to the corporation the amount so advanced, if and to the extent that he subsequently receives payment therefore under any insurance policy, contract, agreement or otherwise Insurance The corporation may purchase and maintain at its own expense one or more policies of insurance to protect itself and to protect any Director, officer, employee or agent of the corporation or of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in such capacity, whether or not the corporation would have the authority to indemnify such person against any such expense, liability or loss under this Article or under the laws of the Commonwealth of Pennsylvania Non-exclusivity The right to indemnification and to the payment of expenses incurred in defending against or otherwise responding to any action, suit or proceeding in advance of its final disposition as set forth in this Article shall not be exclusive of any other rights which any person may now have or hereafter acquire under any agreement, vote of shareholders, vote of disinterested Directors, or under any applicable law or under Articles of Incorporation of the corporation, or otherwise Survival of Rights The indemnification rights provided to a person under the provisions of this Article shall continue after such person ceases to be a Director or officer of the corporation or of another entity, as to any action

12 taken, any failure to take action, or any events which occurred while such person was a Director or officer of the corporation or of another entity Modification or Repeal The provisions of this Article may be modified or repealed in accordance with the procedures for amending these bylaws; provided, however, that any such modification or repeal shall not have any effect upon the indemnification rights of any person as they relate to any action taken, any failure to take action, or events which occurred prior to the effective date of such modification or repeal. ARTICLE XIV STANDING COMMITTEES 14.1 Committee Organization Appointments of Chairperson s to committees are the sole responsibility of the President. The Chairperson and the President will seek interested members to participate in committee activities. Special Committees or task forces may be organized by the President to meet particular Chapter needs Committee Activity Committees are established to provide the Chapter with special ongoing services such as Programs, Membership Communications, Legislative Affairs, Professional Development, Student Chapter Affairs, Public Relations, etc. ARTICLE XV AMENDMENTS OF BY-LAWS 15.1 The By-Laws may be amended by a two-thirds (2/3) affirmative vote of the members represented at any meeting of the chapter, provided that notice of the proposed Amendment is published and distributed to all members at least fifteen (15) days prior to such meeting The Constitution and By-Laws may be amended at a regular meeting by a two-thirds (2/3) vote of the active members present, provided the Amendments have been previously approved by the Executive Board, and notices thereof have been mailed or ed to each active member at least fifteen (15) days prior to the regular meeting, 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 XVI DISSOLUTION 16.1In 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 as set forth in Article 2 Section D.

13 ARTICLE XVII 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 XVIII 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. Ratified by the Membership of Chapter and signed by: Chapter President Date Approved by: SHRM President/CEO or President/CEO Designee Date Revision date: August 2011

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