(Revised Jan. 11, 2018)
The name of the corporation shall be the Vermont Human Resource Association, Inc. (herein referred to as VTHRA or the Corporation). To avoid potential confusion, the Chapter will refer to itself as the Vermont Human Resource Association, Inc. and not as SHRM or the Society for Human Resource Management.
Affiliation: The Corporation is an affiliate organization of the Society for Human Resource Management (herein referred to as SHRM).
Purpose: VTHRA 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 VTHRA to promote educational opportunities and professional development for Human Resource professionals.
Relationships: VTHRA 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 VTHRA. VTHRA shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. VTHRA shall not contract in the name of SHRM without the express written consent of SHRM.
The name, location of the registered office, the registered agent, and the purposes of the Corporation shall be as set forth in the Articles of Incorporation and these Bylaws; the purposes and powers of the Corporation, and all matters concerning the conduct and regulation of the business of the Corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Incorporation; and the Articles of Incorporation are hereby made a part of these Bylaws. All references in these Bylaws to the Articles of Incorporation shall be construed to mean the Articles of Incorporation of the Corporation as from time to time amended
Article II: Fiscal Year
The fiscal year of the Corporation shall be the calendar year.
Article III: Membership
Qualifications for Membership: The qualifications for membership in VTHRA shall be as stated below. Membership is open without regard to race, religion, gender, age, national origin, sexual orientation, veteran status, disabilities, or any other legally protected class. Memberships are individual and are not transferable to other individuals.
- Professional Members:VTHRA Member is an HR professional or practitioner, consultant, or service provider (attorneys, recruiters, trainers, benefit brokers, faculty members, etc.) serving the HR professionals or their organizations. Professional Members shall have full voting rights and may hold office in the Corporation.
Emeritus Members: Emeritus membership shall be limited to those individuals NOT actively engaged in a bona fide human resource administration function within a company, business, corporate entity or public or non-profit entity due toretirement. These members may retain an emeritus title corresponding to the position that would have been held immediately before their current employment situation. Emeritus members shall have full voting rights and may hold office in the Corporation.
Honorary Members: From time to time, the board of directors reserves the right to designate individuals as Honorary Members. Honorary Members may not vote and may not hold office in the corporation, unless otherwise approved by a quorum of the Board of directors. Each Honorary membership will be evaluated on a case by case basis.
Student Members: Students currently enrolled in a degree seeking program in support of Human Resource Management. While we strongly value the importance of certificate programs, to be eligible for Student Membership, individuals must be in degree-seeking programs. Student Members may not vote and may not hold office in the Corporation.
Article IV: Meetings of Members
Annual Meetings: The Annual Meeting of the Members for electing Directors and conducting other appropriate business shall be held in November or at such other time as determined by the Board of Directors.
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-tenth of the votes entitled to be cast at such meeting.
Notice of Meetings: All regular meetings of the Members shall require notice to all Members, setting forth the date, time and place of the meeting. Any notice shall be deemed effective: if mailed, and deposited in the mail at least ten (10) days before the date of the meeting; if sent at least 4 days prior via electronic communication or alternative methods as deemed necessary. The Board shall provide notice for Special meetings to the Members with as much notice as possible.
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.
Article V: Board of Directors
Powers and Duties: The Corporation shall consist of the Board of Directors (the “Directors”). The Directors shall manage and control the property, business and affairs of the Corporation and in general exercise all powers of the Corporation. The Directors shall consist of three or more individuals, the exact number to be determined by the Board of Directors from time to time. Other Directors include Membership, Programming, SHRM liaison and others as designated by the board.
Qualification: A Board of Director must be a Professional or Emeritus Member of VTHRA; professional member of SHRM, and in good standing throughout the duration of their participation on the Board.
Election/Term of Office: Each elected Director shall assume office on January 1 following the Board election and shall hold office for two years. In the absence of nominations from the nominating committee, the Directors shall convene and report to the Members its recommendations or receive nominations from the floor at the Annual Meeting.
All Directors shall be elected or appointed to a two-year term beginning January 1st and ending December 31st. Elections will be staggered among Executive officers with Vice President and Treasurer in one year; President and Secretary in the following year.
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 Directors. The Directors, also may by resolution, authorize the payment or reimbursement of certain expenses of a Director related to the Corporation’s business or operations.
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 of Directors. 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 direct or indirect financial interest in a transaction contemplated by the Corporation, or if a Director’s spouse, parent, sibling or child (each a “related party”) has a direct or indirect financial interest in such a transaction. A conflict of interest transaction is neither voidable 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 Directors 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. A Director or a related party will have an indirect financial interest in a transaction involving an entity if the Director or Related Party has a material interest in the entity or the Director or Related Party serve as an officer, director, manager or trustee with respect to such entity.
Removal: Any Director 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. The Director shall be entitled to respond in writing prior to any termination action being imposed.
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.
Article VI: Meetings of the Directors
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 Directors shall be appointed, as referenced in Article V. Meetings of the Board of Directors shall be held at least quarterly.
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.
Notice: All regular and special meetings of the Directors shall require notice to all Directors, setting forth the date, time and place of the meeting. Any notice shall be deemed effective: if mailed, and deposited in the mail at least ten (10) days before the date of the meeting; if sent at least 2 days prior via electronic communication or alternative methods as deemed necessary.
The Board shall provide notice for Special meetings of the Directors with as much notice as possible. In the event of urgency, notice may be sent via electronic communication or telephonically.
Waiver of Notice: Written notice of each Board meeting shall be given or mailed to each Director at least fifteen (15) days before such meeting, or such greater period as may be Required by state law, but in no event more than sixty (60) days before such meeting.
Quorum: Board Action: Two-thirds (2/3) of the entire number of voting members of the Board shall constitute a quorum for the transaction of business. The act of a majority of voting members present at any meeting at which there is a quorum shall be the act of the Board, except to the extent that state law may require a greater number. In addition, the Board may act by unanimous written consent of all voting members.
Meetings by Telephone Conference, etc.: Directors may participate in any regular or special meetings of the Board by telephone conference call. 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.
Article VII: Officers
Qualifications/Designation: All Officers of the Corporation must be Professional Members of VTHRA in good standing at the time of nomination or appointment. The principal officers of the Corporation shall be elected by the voting Members, and shall consist of a President, Vice President, Secretary and Treasurer. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
President: The President shall be the Chief Executive Officer of the Corporation; 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 Corporation; and shall perform other duties as assigned by the Board of Directors. The President must be a current member in good standing with SHRM throughout the term of his or her office. 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.
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 shall also perform such other duties as the President may request.
Treasurer:The Treasurer shall be responsible for all funds of the Corporation and deposit all such funds in the name of the Corporation in such banks as may be selected by the Directors. He/she shall receive and give receipts for all monies payable to the Corporation, 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 Corporation as required. The Treasurer shall give an annual Treasurer’s Report to the Board of Director’s and submit reports to the membership at other meetings as requested by the President or Board.
Secretary: The Secretary shall attend all special and annual meetings of the Members and the Board of Directors and shall keep a true, correct record of the proceedings of such meetings; handle general correspondence; and perform other duties as directed by the Board of Directors.
Article VIII: Committees
Committee Activity: Committees are established to provide VTHRA 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.
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 of the Members or appointed by the President subject to the approval of the Board of Directors. Any Member may request to volunteer or may be appointed by the Board of Directors. The Directors will have final authority of member designation and number of committee members.
Committees: The following are standing Committees:
- Nominating Committee. The Nominating Committee shall present a slate of candidates for Officers & designated Directors to the Professional membership. This committee shall be composed of not less than three (3) members selected by the Board of Directors from the Professional membership of the Corporation, 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 Corporation. 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 Project Committee. From time to time special project committee(s) may be appointed to prepare and disseminate reports on topics such as salaries, benefits, technology, and shall include one or more members of the Board of Directors.
Article IX: Electronic Voting
Mail or electronic ballots can be used for the election of Directors provided the Corporation has had at least one in-person meeting that year.
Article X: Corporate 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 entity exempt under the provisions of 501(c)(3) of the Internal Revenue Code, selected by the Board, consistent with the purposes of the Corporation.
Article XI: 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 Corporation are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status, the Corporation 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 Corporation 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 Corporation status, the SHRM Board of Directors may cause a new Corporation to be created, or, with the consent of the President/CEO of SHRM and the consent of the body which has had Corporation status withdrawn, may re-confer Corporation status upon such body.
Article XII Ethics
SHRM’S Code of Ethics:The VTHRA adopts SHRM's Code of Ethics for Members of the Corporation 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.
Endorsing: The Corporation shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors.
Solicitation: No Member shall actively solicit business from any other Member at VTHRA 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.
Article XIII Amendment of Constitution and 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, 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.
Indemnification Policy: It is the intent of VTHRA to provide for indemnification of Directors and Officers to the fullest extent authorized by Vermont law. VTHRA shall indemnify its Directors and Officers, and by action of Directors, may indemnify its employees and agents (each an “indemnitee”) against liability incurred by any of them in their capacity as such to the fullest extent permitted by and in accordance with the laws of Vermont as amended from time-to-time, unless the Indemnitee is adjudged by a court of competent jurisdiction to be liable for recklessness, gross negligence, or willful misconduct in the performance of duty to the VTHRA.
Payment in Advance: Expenses incurred by the Indemnitee in defending a civil or criminal action, suit, or proceeding may be paid by VTHRA in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount, unless it is ultimately determined that the Indemnitee is entitled to be indemnified by VTHRA as authorized in this Article XIII. Such determination shall be made: (a) by the Board of Directors, 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.
Non-exclusivity: The indemnification provided by this Article XIV will not be deemed exclusive of any other rights to which an Indemnitee may be entitled under any Bylaw, agreement, vote of the Members or disinterested members of the Board of Directors or otherwise both as to action in the Indemnitee’s official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnitee who has ceased to be a member of the Board of Directors, Officer, employee or agent and will inure to the benefit of the heirs, executors, and administrators of such Indemnitee.
Insurance: VTHRA will have the power to purchase and maintain insurance on behalf of any person who is or was a member of the Board of Directors or an officer, employee, or agent of VTHRA against any liability incurred in any such capacity, or arising out of his or her status as such, whether or not VTHRA would have the power to indemnify him or her against such liability under the provisions of this Article XIV.
Savings Clause: If Sections 1 through 4 of this Article XIV or any portion thereof are invalidated on any ground by any court of competent jurisdiction, then VTHRA will nevertheless indemnify each member of the Board of Directors, and may, by vote of the Board of Directors, indemnify any Officer, employee, or agent of VTHRA as to costs, charges and expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative, or investigative, including an action, by or in the right of VTHRA, to the full extent permitted by any applicable portion of these Bylaws that will not have been invalidated and to the full extent permitted by applicable law. To the full extent permitted by law, VTHRA may enter into and perform agreements with persons, including, without limitation, present and former members of the Board of Directors, Officers, employees, or agents of VTHRA and of companies acquired by or merged with VTHRA, obligating VTHRA, among other things, to provide indemnification and advancement of costs, charges, and expenses to such persons in addition to any indemnification or advancement which may be available to such person under Sections 1 through 4 of this Article XIV.
Indemnification for Costs, Charges, and Expenses of Successful Party:
Notwithstanding the other provisions of this Article XIV, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to above, or in defense of any claim, issue, or matter therein, the Indemnitee will be indemnified against all costs, charges, and expenses (including attorney fees) actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith.
Article XV 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.
Ratified by the Membership of Chapter and signed by:
Chapter President: Gina Catanzarita Date: 1/29/2018
SHRM President/CEO or President/CEO Designee: Johnny C. Taylor Date: 1/11/2018