BYLAWS OF LAKE WASHINGTON HUMAN RESOURCE ASSOCIATION A Washington Nonprofit Corporation 1
BYLAWS OF LAKE WASHINGTON HUMAN RESOURCE ASSOCIATION A Washington Nonprofit Corporation ARTICLE 1 NAME Section 1.1: Name. The name of the Chapter is Lake Washington Human Resource Association (herein referred to as LWHRA ). To maintain appropriate separation, the Chapter will refer to itself as the Lake Washington Human Resource Association (LWHRA) and not as SHRM or the Society of Human Resource Management. Section 1.2: Affiliation. LWHRA is affiliated with the Society of Human Resource Management (herein referred to as SHRM ). Section 1.3: Relationships. LWHRA 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 LWHRA. LWHRA shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. LWHRA shall not contract in the name of SHRM without the express written consent of SHRM. ARTICLE 2 PURPOSE The purposes of LWHRA, as a not for profit organization, are to: a. Provide a forum for the personal and professional development of our members; b. Furnish an opportunity to develop leadership, managerial, public speaking and group decisionmaking skills; c. Build an arena for the development of trusted relationships where common problems can be discussed and deliberated; d. Arrange an opportunity to focus on human resource management issues of importance to our members; e. Gain the attention of the legislature for human resource management issues; f. Provide valuable information gathering and dissemination channels; g. Foster a pool of human resource management leaders for perpetuation of LWHRA and of SHRM; h. Offer an important vehicle for introducing human resource management professionals to SHRM; i. Grow new and sustain existing members for SHRM; j. Serve as part of the two-way channel of communication between SHRM and the individual members; and k. Support ethical standards for the human resource profession LWHRA supports the purposes of SHRM, which are to promote the use of sound and ethical human resource management practices in the profession and: a. To be recognized world leaders in human resource management; b. To provide high-quality, dynamic and responsive programs and services to our members with interests in human resource management; c. To be the voice of the profession on human resource management issues; d. To facilitate the development and guide the direction of the human resource profession; and e. To establish, monitor and update standards for the profession. 2
ARTICLE 3 FISCAL YEAR The LWHRA fiscal year of shall correspond with the calendar year. ARTICLE 4 MEMBERSHIP Section 4.1: Qualifications for Membership. LWHRA is a 100% Chapter of SHRM, and all LWHRA members are required to be members in good standing of SHRM. To achieve the mission of LWHRA there shall be no discrimination in individual memberships because of race, religion, gender, sexual orientation, age, national origin, disability, veteran s status, or any other legally protected class. The qualifications for membership in LWHRA shall be as stated below. Section 4.2: Non-transferability of Membership. Membership in LWHRA is neither transferable nor assignable. Section 4.3: Individual Membership. Membership in LWHRA is held in the individual s name, not an organization with which the member is affiliated. Section 4.4: Application for Chapter Membership: LWHRA recognizes SHRM Professional, Associate, and Student membership categories as defined by SHRM. Application for LWHRA membership shall be on the Chapter application form. All applications shall be reviewed and approved by the Board of Directors or their designee. New members shall be afforded full membership rights from the date of application approval by the Board of Directors or their designee. Section 4.5: Allied Members: SHRM members whose primary chapter is other than LWHRA are eligible to become Allied Members. Applicants for Allied Membership shall complete and sign an application provided by LWHRA; the application must be accompanied by appropriate LWHRA dues. Section 4.6: Voting. Each Primary Chapter Member of LWHRA 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. Section 4.7: Termination of Membership. Any member failing to maintain membership in SHRM will forfeit his/her membership in LWHRA. ARTICLE 5 MEMBER MEETINGS Section 5.1: Regular Meetings. Regular meetings of the members shall be held as determined by the Board of Directors. Section 5.2 Annual Meeting. The annual meeting of the membership shall be held between September 1 and November 30 of each year. At the annual meetings of the membership, the officers shall report on the condition of the Corporation, and the Directors shall be elected for the following year. Alternatively, the Directors may be elected by electronic ballot prior to the time of the annual membership meeting. Section 5.3 Special Meetings. 3
Special meetings of the membership may be called by the President, the Board of Directors or members representing one-twentieth of the membership votes entitled to be cast at such meeting. Section 5.4 Notices of Meetings. Notice of all special and annual meetings shall be distributed to all members entitled to vote at the meetings at least ten (10) days and not more than fifty (50) days prior to the meeting stating the purpose, place, day, and hour of the meeting Section 5.5 Quorum. The vote of a majority of the members voting at any duly designated Special or Annual meeting shall constitute a quorum. Votes cast either in person, or by conference call, shall be necessary for the adoption of any matter voted on by the members. Each member present shall be entitled to one (1) vote. Section 5.6 Proxies. Each member entitled to vote on the issue being considered shall be entitled to vote in person. Proxies shall not be permitted. Section 5.7 Electronic voting. Any matter on which members are entitled to vote may be voted on by electronic means in accordance with Washington State law. ARTICLE 6 BOARD OF DIRECTORS Section 6.1 Power and Duties. The Board of Directors (also referred to as the Board ) shall manage and control the property, business and affairs of the Chapter and in general exercise all powers of the Chapter. Rules, regulations and policies for the conduct of Board meetings and management of the affairs of the Corporation may be adopted by the Board of Directors and will be consistent with the laws of the State of Washington. The Board shall possess all the powers granted by the laws of the State of Washington. Section 6.2 Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect, Treasurer, Secretary and Immediate Past-President. Section 6.3 Composition of the Board of Directors. Along with the Officers listed in Section 6.2 of this Article, the Board of Directors shall include: between 4 and 9 directors at large and up to two (2) Ex Officio (non-voting) seats, as deemed necessary. These directors serve at the pleasure of the board and may be replaced as needed. Section 6.4. Qualifications. All candidates for the Board of Directors (including Ex Officio members) must be Primary Chapter Members of the chapter in good standing at the time of their nomination or appointment and for their complete term of office. LWHRA also requires that each Board member to be a current member in good standing of SHRM throughout the term of his or her office. Section 6.5: Ex Officio members of the Board do not count for the purposes of determining a quorum. Section 6.8 Quorum. A majority of the total Board of Directors shall constitute a quorum for the transaction of business. The act of a majority of Directors present at any meeting at which there is a quorum, either in person or by conference call, shall be the act of the Board of Directors, except to the extent that applicable state law may require a greater number. In addition, the Board may act by unanimous written consent of all voting members. 4
ARTICLE 7 DUTIES AND RESPONSIBILITIES OF OFFICERS Section 7.1 President. The President shall preside at all meetings of the membership and the Board of Directors, and perform the other duties customary to the office. The President shall direct the Chapter and have charge and supervision of the affairs and business of the Chapter, subject to the ultimate management authority of the Board of Directors. Section 7.2 President-Elect. The President-Elect, at the request of the President or in his/her absence or disability, may perform any of the duties of the President. He/She shall have such other powers and perform such other liaison duties as the Board or the President may determine. The President-elect is encouraged to attend the annual SHRM Leadership Conference. Section 7.3 Secretary. The Secretary shall record all the minutes of the membership and Board of Director s meetings. The Secretary shall keep such other books and perform such other duties as may be required by law or assigned by the Board of Directors; and in the absence of the Secretary, a member of Board of Directors shall be permitted to record minutes. The Secretary may have the assistance of staff in performing these duties. Section 7.4 Treasurer. The Treasurer shall be responsible for the financial affairs of LWHRA, including all required filings. These responsibilities shall include maintaining a system of internal controls, preparing financial reports for the Board, and coordinating arrangements for an annual review of the accounts as may be required by the Board. A report of the financial condition of LWHRA shall be made by the Treasurer to the President whenever requested, and an annual report of the financial condition of the Chapter shall be submitted by the Treasurer at the annual meeting of the membership. The Treasurer shall perform such duties as are required by law or by resolution of the Board of Directors. The Treasurer may have the assistance of staff in performing these duties. Section 7.5 Immediate Past President. The Past President shall serve as an advisor to the President, and fulfill such duties as requested by the President and/or Board of Directors. ARTICLE 8 ELECTIONS Section 8.1. Leadership Development Committee. The Board of Directors will appoint a Leadership Development Committee at the beginning of each year. This committee will consist of at least 3 members, only one of whom may be a member of the current Board of Directors. The President and President-elect may not serve on this committee. Members may serve a maximum of 5 years on this committee. Section 8.2. Duties. The Leadership Development Committee will identify and encourage chapter members with leadership potential to take an active part in the chapter s business, to serve on committees, and to consider service in an elected position. The committee will organize and promote leadership development events for chapter members. Section 8.3. Nominations. The Leadership Development Committee will nominate a proposed slate of officers and directors and present it to the membership at a membership meeting preceding the annual meeting. The committee will strive to create an inclusive and wide-ranging slate that represents the full diversity of the chapter. 5
Section 8.4. Election. The election may be held in person at the annual meeting, or by electronic means preceding the meeting, provided that the chapter has held at least one in-person meeting that year. All ballots shall include provision for write-in candidates. A plurality of votes cast shall elect. Proxies shall not be used. Ex Officio roles are nominated by the President and approved by the Board and are not subject to the election process. Section 8.5. Succession and Term of Office. Each newly elected Officer and Director shall assume office on January 1 following election. The President-elect shall serve one year, succeeding automatically to the office of President. The President shall succeed automatically to the office of Past President. The Secretary and Treasurer shall be elected to two-year terms, each renewable for an additional two-year term. Directors shall be elected to one-year terms, each renewable for up to two additional one-year terms. No person may serve more than 7 years in succession on the Board of Directors, or 10 years total. After a year out of office, a person may be re-elected to the Board of Directors. Ex Officio roles do not have defined term limits. Section 8.6. Vacancies. If the office of President becomes vacant, the President-elect will succeed to the office, and will serve the remainder of the term and the following term. If the office of Secretary, Treasurer, or any Directorship becomes vacant, the President will nominate a candidate to fill the office, who must be confirmed by the Board of Directors. If the office of President-elect becomes vacant, the Chapter may leave the office vacant until the next regular election or hold a special election, whichever seems most advisable in the judgment of the Board of Directors. If an Ex Officio role becomes vacant, the President may leave the office vacant until one can be identified, nominated, and approved by the Board. Section 8.7. Removal of Officer or Director. Any Officer or Director may be removed from office by a vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting, or by a two-thirds vote of the members present and voting at a duly constituted special meeting. The Officer, Director, shall be entitled to a due process hearing prior to any termination action being imposed. Ex Officio roles serve at the pleasure of the Board and may be removed at any time by a simple majority Board vote. ARTICLE 9 COMMITTEES Section 9.1 Committees. The establishment of both standing and ad-hoc committees shall be the right of the Board of Directors. Section 9.2 Committee Activity. Committees are established to provide the Chapter with special ongoing services, such as Membership, Programs, Professional Development, Communications, Marketing/Public Relations, etc. Section 9.3 Executive Committee. The Executive Committee, consisting of the Officers of the Chapter, may address urgent business of the chapter in the intervals between meetings of the Board of Directors. 6
ARTICLE 10 AMENDMENTS OF BYLAWS The Bylaws 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. 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 11 PARLIAMENTARY PROCEDURE Annual meetings of the Chapter and all meetings of the Board of Directors shall be governed by the rules contained in Robert s Rules of Order Newly Revised (RONR), latest edition, in all cases to which they are applicable in which they are consistent with the Law and the Bylaws of the Chapter. ARTICLE 12 STATEMENT OF ETHICS LWHRA adopts SHRM s Code of Ethical and Professional Standards in Human Resource Management for members of the Association in order to promote and maintain the highest standards among our members. Each member shall honor, respect and support the purposes of LWHRA and of SHRM. LWHRA 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 without the approval of the Board of Directors. ARTICLE 13 CHAPTER DISSOLUTION In the event of LWHRA 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 LWHRA). ARTICLE 14 WITHDRAWAL OF AFFILIATED CHAPTER STATUS LWHRA understands 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 interest 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. 7
ARTICLE 15 WAIVER OF NOTICE Whenever any notice is required to be given to any member or Director of the Corporation under the provisions of these Bylaws, under the provisions of the Articles of Incorporation or under the provisions of the Washington Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. BE IT KNOWN that the foregoing Bylaws were adopted as the Bylaws of this Corporation to be in full force and effect from the date hereof by the members of the Corporation. Attested by the President on [date] 8