VHRA by-laws

(Revised Jan. 3, 2003)

Table of Contents

Article I: Name and Affiliation
Article II: Membership
Article III: Meetings of Members
Article IV: Board of Directors
Article V: Meetings of the Directors
Article VI: Officers
Article VII: Committees
Article VIII: Corporation Dissolution
Article IX: Statement of Ethics
Article X: Amendment of Constitution and Bylaws
Article XI: Indemnification

  1. Article I: Name and Affiliation

    1. Section 1: Name

      The name of the corporation is the Vermont Human Resources Association, Inc. (herein referred to as VHRA).

    2. Section 2: Affiliation

      The corporation is an affiliate organization of the Society for Human Resource Management (herein referred to as SHRM).

    3. Section 3: Purpose

      The Corporation is organized exclusively for charitable, educational and/or scientific purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States law (the "Code"), and that are lawful or activities for which a non-stock, non-profit corporation may be organized under the Vermont Nonprofit Corporation Act. Without limiting the foregoing, it shall be the primary purpose of the Corporation to promote and foster better educated and more professional human resource management through continuing education.

  2. Article II: Membership

    1. Section 1: Qualifications for Membership

      The qualifications for membership in VHRA shall be as stated in Sections 2, 3 and 4 of this Article. Membership is open without regard to race, religion, gender, age, national origin, sexual orientation or disabilities. Memberships are individual and are not transferable to other individuals.

    2. Section 2: Professional Members

      Professional membership shall be limited to (a) those individuals actively engaged in a bona fide human resources administration function within a company, business, corporate entity or public or non-profit entity; (b) faculty members holding an assistant, associate or full professor rank in personnel, human resources or industrial relations at an accredited college or university. Professional Members shall have full voting rights.

    3. Section 3: Associate Members

      Associate membership shall be available to full-time consultants in the field of human resources management as well as those individuals who do not meet the Professional Member category but who demonstrate a bona fide interest in human resource management and the mission of the Corporation. Associate members may not vote and may not hold office in the Corporation.

    4. Section 4: Student Members

      Student membership shall be limited to college students who have a bona fide interest in human resources. Student members shall be considered as Associate Members. Student members may not vote and may not hold office in the Corporation.

    5. Section 5: Application for Membership

      Application for membership shall be on the VHRA application form. The Membership Chair shall review all applications to ensure applicants meet the eligibility criteria. The Membership Chair, periodically, will prepare and disseminate a membership list to the Board of Directors and to the professional members. A Professional or Associate member whose employer affiliation changes during a "membership year" shall remain a member in good standing for the balance of that year. The VHRA Membership Chair and the Board of Directors shall afford new members full membership rights from the date of application approval.

    6. Section 6: Voting

      Each Professional Member of the Corporation shall have the right to cast one vote on each matter brought before a vote of the members. Associate and Student Members shall not have the right to vote. The Board of Directors shall establish such procedures as are necessary and appropriate to review any votes made by the Members.

    7. Section 7: Dues

      Annual membership dues shall be established for the next year by the Treasurer and approved by the Board of Directors prior to the mailing of renewal notices. Annual dues shall be payable before January 1 each year. Annual dues not paid within ninety (90) days after the due date (April 1) shall be declared delinquent and members may be notified that their names will be dropped from the Corporation membership list until the dues are paid.

  3. Article III: Meetings of Members

    1. Section 1: Professional Development Meetings

      The Corporation shall hold a minimum of six (6) professional development meetings each year. The goal of these meetings is to provide membership with professional development opportunities, including through continuing education, information on upcoming Corporation events and SHRM updates.

    2. Section 2: Annual Meetings

      The annual meeting of the members for electing Directors and conducting other appropriate business shall be held in December or at such other time as determined by the Board of Directors immediately preceding the annual meeting of the Board of Directors.

    3. Section 3: Special Meetings

      Special meetings of the membership shall be held by call of the President, the Board of Directors or by Professional members having one-twentieth of the votes entitled to be cast at such meeting.

    4. Section 4: Notice of Meetings

      A notice of the above meetings shall be sent to members at least ten (10) days prior to the meeting. A notice of a Professional Development meeting shall be given to all members at least seven (7) days prior to the meeting. All regular and special meetings of the Members shall require written notice to all Members, setting forth the date, time and place of the meeting. Any written notice shall be deemed effective: (i) if mailed, if deposited in the mail at least ten (10) days before the date of the meeting, properly addressed and with postage prepaid; or (ii) if sent by telecopy, if transmitted at least four (4) days before the date of the meeting. In addition to the foregoing, the Board shall provide notice of the Annual Meeting of the Board to the Professional Members by mail at least thirty (30) days in advance of the meeting.

    5. Section 5: Quorum

      Professional 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.

  4. Article IV: Board of Directors

    1. Section 1: Powers and Duties

      The business and affairs of the Corporation shall be directed and controlled by or under the authority of a Board of Directors (hereinafter the "Board"). The powers and duties of the Board shall include, but not be limited to, setting policy, engaging management and monitoring and evaluating its performance, overseeing the transactions and other activities of the Corporation, establishing budgets and fiscal controls, and ensuring that the purposes of the Corporation is properly carried out.

    2. Section 2: Number

      The number of directors shall not be less than five (5) nor more than fifteen (15).

    3. Section 3: Qualification

      All candidates for the Board of Directors must be Professional members of the VHRA in good standing at the time of nomination or appointment.

    4. Section 4: Election — Term of Office

      The Professional members at the annual meeting of the membership shall elect Directors from the slate of nominees presented by the Nominating Committee. Each elected Director shall assume office on January 1 following the Board election and shall hold office for two years or until his/her successor is elected and takes office. In the absence of nominations from the nominating committee, the Board of Directors shall convene and report to the general assembly of Members its recommendations or receive nominations from the floor. The Board of Directors will appoint the Nominating Committee at the beginning of each election period.

    5. Section 5: Compensation

      No Director shall receive compensation for performance of his/her duties as a director. This shall not preclude a Director from serving the Corporation in any other capacity and receiving compensation therefore, as determined by resolution of the Board. The Board also may by resolution authorize the payment or reimbursement of certain expenses of a Director related to the Corporation's business or operations.

    6. Section 6: Standards of Conduct

      Directors are responsible at all times for discharging their duties in good faith, in a manner that they reasonably believe to be in the best interests of the Corporation, and with the care that an ordinarily prudent person would use under similar circumstances.

    7. Section 7: Conflicts of Interest

      Directors shall be under an affirmative duty to disclose any actual or potential conflict of interest in any matter under consideration by the Board. Directors having such an interest may, if permitted by the Board, participate in the discussion but not in the decision of the matter. A conflict of interest shall arise if a Director has any financial interest in a transaction contemplated by the Corporation, or if a Director's spouse, parent, sibling or child has a financial interest in such a transaction. A conflict of interest transaction is neither void able nor the basis for imposing liability on a Director if (a) the transaction was fair at the time it was entered into, or (b) is approved in advance by the Board in accordance with § 8.31 of the Vermont Nonprofit Corporations Law and (i) the material facts of the transaction and the Director's interest are disclosed or known to the Board, and (ii) the Directors approving the transaction in good faith reasonably believe that the transaction is fair to the Corporation.

    8. Section 8: Removal

      At a meeting of the Board called expressly for that purpose, any one (1) or more Directors may be removed, with or without cause, by a vote of two-thirds of the Directors.

    9. Section 9: Vacancies

      Whenever any vacancy occurs in the Board of Directors between annual meetings of the members, a replacement shall be appointed by the remaining Directors, even if less than a quorum, for the balance of the remaining term. The new Director shall take office immediately upon appointment by the Board.

  5. Article V: Meetings of the Directors

    1. Section 1: Regular Meetings

      Regular meetings shall be held at such time and place as may be designated from time to time by the Board. One (1) meeting each year shall be designated as the annual meeting, at which officers shall be elected and new Directors shall be appointed, as referenced in Article VI, and at which time the Board shall present a report to the membership of the operations of the Corporation. Meetings of the Board of Directors shall be held at least bi-monthly.

    2. Section 2: Special Meetings

      Special meetings may be called by the Board or by the President and shall be called upon written request of any one (1) Director and upon the giving of at least two (2) days written notice to each Director. The notice must describe the purpose of the special meeting.

    3. Section 3: Notice

      All regular and special meetings of the Board shall require written notice to all Directors, setting forth the date, time and place of the meeting. Any written notice shall be deemed effective: (i) if mailed, if deposited in the mail at least seven (7) days before the date of the meeting, properly addressed and with postage prepaid; and (ii) if sent by telecopy, if transmitted at least four (4) days before the date of the meeting. Notwithstanding the foregoing, in an emergency situation, as determined by the President in his or her sole discretion, actual notice to all Directors of twenty-four (24) hours shall be sufficient. In addition to the foregoing, the Board shall provide notice of the Annual Meeting of the Board to the membership of the Corporation through the mail at least thirty (30) days in advance of the meeting.

    4. Section 4: Waiver of Notice

      Whenever any notice is required to be given to any Director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Vermont Nonprofit Corporations Act, as it may be amended from time to time, 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. Notwithstanding the foregoing, a Director's attendance at or participation in a meeting waives any required notice of that meeting to that Director, unless the Director at the beginning of the meeting (or promptly upon the Director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of the meeting.

    5. Section 5: Quorum

      A majority of the number of Directors then in office in accordance with these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than the majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

    6. Section 6: Manner of Acting

      The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all directors and inserted in the minute book. Actions taken by written consent are effective when the last Director signs the consent, unless the consent specifies a different effective date.

    7. Section 7: Director Committees

      The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the Board of Directors. The creation of a committee and appointment of members to it must be approved by the greater of a majority of all directors in office when the action is taken or the number of directors required by these bylaws to take action. The provisions of Article V, Sections 3 through 6 and Article V, Section 9 of these Bylaws shall apply to all such committees and their members.

    8. Section 8: Advisory Committees

      The Board of Directors may create one or more advisory committees and appoint persons who are or are not members of the Board of Directors to serve on them. Each advisory committee must have two or more members, who serve at the pleasure of the Board of Directors. The creation of an advisory committee and the appointment of members to it must be approved by the greater of a majority of all directors in office when the action is taken or the number of directors required by these bylaws to take action. The provisions of Article V, Sections 3 through 6 and Article V, Section 9 of these Bylaws shall apply to all such committees and their members. Advisory committees shall have no power to bind the Board of Directors.

    9. Section 9: Meetings by Telephone Conference, etc.

      Directors may participate in any regular or special meetings of the Board by, or conduct the meeting through the use of, any means of communication, including telephone conference call, by which all Directors participating can simultaneously hear each other during the meeting. Participation by such means shall constitute presence in person at such a meeting. Telephone conferences shall not be used for the purpose of excluding Directors.

  6. Article VI: Officers

    1. Section 1: Designation

      The principal officers of the Corporation shall be elected by the voting members, and shall consist of a President, Vice President; Membership, Programming and Network Breakfast Chair (separate or under one Chair); Secretary, Treasurer and Public Relations Coordinator. The Board may appoint other officers or assistant officers. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary. The Board member(s) may not be elected to serve more than two (2) consecutive terms in the same position except for the position of Membership, Programming and Network Chairs. Unlimited consecutive terms will be allowed in concerning these three positions. Otherwise, the only time a Board member(s) may serve more than two (2) consecutive terms in the same position is if there are no other qualified nominees for the position.

    2. Section 2: The President

      The President shall be the Chief Executive Officer of the Association; he or she shall preside at all meetings of the members and the Board of Directors; shall have general charge and supervision of the business and fiscal management affairs of the Association; and shall perform other duties as assigned by the Board of Directors. The President must be a current member in good standing with SHRM. The President shall be an ex-officio member on all committees and shall appoint committees not otherwise provided for. In case of a vacancy in the President's position, if less than one-year remains, the Vice President will serve out the remaining term. If more than one year remains, the Board of Directors shall meet and decide whether a special election should be held or one of its own members should replace the outgoing President. In the advent of a Leave of Absence (LOA) that exceeds 60 days for the office of the President, the Vice President shall assume its responsibilities with full authority of the office until the LOA ends. Likewise if there is a LOA by another Board member, the Vice President should also assume that responsibility until such time as the LOA ends.

    3. Section 3: The Vice President

      The Vice President, at the written 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 Vice President will work with the Membership and Program Chairpersons to plan, develop, and make arrangements for programs, workshops, and meetings. The Vice President shall also perform such other duties as the President may request.

    4. Section 4: Membership Chair

      The Membership Chair shall serve as Chair of the Membership Committee, shall encourage membership growth, and shall maintain the official membership roster of the Corporation. The Membership Chair shall have such other powers and perform such other duties as the President may request.

    5. Section 5: Programming Chair

      The Program Chair(s) shall work with a Committee to develop and implement programs that are useful and informative to members within budget limitations and coordinate timely publication of program information, topics, and speakers. The Chairperson(s) of the Program Committee shall have other powers and perform such other duties as determined by the President.

    6. Section 6: Network Breakfast Chair

      The Network Breakfast Chairperson (s) along with the coordination efforts of the Program Chair will plan the coordination for at least six (6) professional development meetings each year.

    7. Section 7: The Treasurer

      The Treasurer shall be responsible for all funds of the Association and deposit all such funds in the name of the Association in such banks as may be selected by the Board. He/she shall receive and give receipts for all monies payable to the Association, and shall handle payment of all accounts payable as approved by the Board. He/she shall be accountable for full and accurate accounting of all transactions and shall render the Board of Directors an account of all transactions and of the financial condition of the Association as required. The Treasurer shall give an annual Treasurer's Report to the Executive Board of Director's and submit reports to the membership at other meetings as requested by the President or Board.

    8. Section 8: The Secretary

      The Secretary shall attend all meetings of the Members and the Board of Directors and shall keep a true, correct record of the proceedings of such meetings; shall attend to giving and serving all notices of the Association; handle general correspondence; and perform other duties as directed by the Board of Directors. The Secretary shall maintain all of the Association books and retain a current copy of VHRA's membership roster. The Secretary shall also perform such other duties as the President may request.

    9. Section 9: Public Relations Coordinator

      The Public Relations Coordinator shall develop and coordinate the public relation program designed to create and maintain a favorable public image for VHRA. In addition, he/she will be responsible to provide our chapter's submissions to SHRM's newsletter, "Chapter Chatter" and shall also perform such other duties as the President may request.

  7. Article VII: Committees

    1. Section 1: Committee Activity

      Committees are established to provide VHRA with special ongoing services. Committees must maintain official minutes and make such minutes or reports available to the Board of Directors within sixty days following a Committee meeting.

    2. Section 2: Committee Organization

      Appointments of Chairpersons to committees are the responsibility of the President. In order to ensure broader participation and counsel by membership, the President, with the approval of the Board of Directors may appoint committees for special study as necessary in addition to the Standing Committees detailed below. The Chairperson of Standing Committees shall be elected at the annual meeting or appointed by the President subject to the approval of the Board ofDirectors. Any member may request to volunteer or may be appointed by the Board of Directors. The Board will have final authority of member designation and number of committee members.

    3. Section 3: Committees

      • Membership Committee

        This committee shall recruit and recommend new members for VHRA, discuss membership issues, make arrangements for hosting potential members at monthly meetings, and prepare and maintain current membership and mailing rosters. This committee shall include one or more members of the Board of Directors. The Chairperson of the Membership Committee will serve as a member of the Board of Directors and carry out other related duties as determined by the President.

      • Nominating Committee

        The Nominating Committee shall present a slate of candidates for officers to the membership. This committee shall be composed of not less than three (3) members selected by the Board of Directors from the voting members of the Association, and shall include at least one, but no more than two members of the Board of Directors.

      • Auditing Committee

        The Auditing Committee shall be empowered to investigate and review the financial condition of the Association. The President shall select four (4) individuals to serve (two from the Board of Directors and two from the professional membership). The Treasurer may not serve on The Auditing Committee. The Committee will report its findings to the Board of Directors within forty-five (45) days of forming. If an audit was requested by the general membership, the President will ensure that a full report be provided to the membership within sixty (60) days of the committee's forming.

      • Special Projects Committee

        From time to time special projects committee(s) may be appointed to prepare and disseminate reports on topics such as salaries or benefits and shall include one or more members of the Board of Directors.

  8. Article VIII: Corporation Dissolution

    The Board may vote to dissolve the Corporation by a vote of two-thirds of the Directors then in office. The Board may dissolve the Corporation by delivering articles of dissolution to the Secretary of State. The Board, in approving dissolution, shall adopt a plan of dissolution indicating that the assets owned or held by the Corporation, after payment of or provision for its debts and liabilities, shall be distributed to a municipal, state, public or charitable entities exempt under the provisions of 501(c)(3) of the Internal Revenue Code, selected by the Board, consistent with the purposes of the Corporation.

  9. Article IX: Statement of Ethics

    1. Section 1: SHRM'S Code of Ethics

      The VHRA adopts SHRM's Code of Ethics for members of the Association in order to promote and maintain the highest standards among its members. Each member shall honor, respect and support the purpose of this Corporation and SHRM.

    2. Section 2: Endorsing

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

    3. Section 3: Solicitation

      No member shall actively solicit business from any other member at VHRA meetings or through the use of information provided to him/her as a member of the Corporation without the approval from the Board of Directors.

  10. Article X: Amendment of Constitution and Bylaws

    1. Section 1: Bylaw Copy

      A copy of any proposed amended Bylaws shall be forwarded to SHRM before amendment.

    2. Section 2: Bylaw Amendment

      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 provided such proposed amendment has been reviewed by SHRM and is not in conflict with the Bylaws.

  11. Article XI: Indemnification

    1. Section 1: Third Party Actions

      The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty to the Corporation.

    2. Section 2: Expenses

      To the extent that a Director, Officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article XI, Section 1 of these Bylaws, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

    3. Section 3: Procedure for Effecting Indemnification

      Any indemnification under Article XI, Section 1 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee or agent is proper under the circumstances because he or she has met the applicable standard of conduct set forth in said sections. Such determination shall be made: (a) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

    4. Section 4: Advancing Expenses

      Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Article XI, Section 3 upon receipt of an undertaking by or on behalf of the Director, Officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Section.