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Bylaws

    BYLAWS

    UTAH HUMAN RESOURCE STATE COUNCIL
    (dba Utah SHRM)
    February 2018

    ARTICLE I
    NAME


    The name of the Council shall be the "Utah Human Resource State Council," (also referred to as Utah SHRM and hereinafter referred to as "the State Council" or "the Council").  To avoid potential confusion, the State Council will refer to itself as the "Utah SHRM State Council," and not as "SHRM" or the "Society for Human Resource Management."

    ARTICLE II
    OFFICES


    The principal office of the Council shall be located at such place as shall be determined by the Governing body of the Council. The Council may also have offices at such other places as the Governing Body of the Council may from time to time determine.

    ARTICLE III
    PURPOSES


    The purposes of the Council shall be on a non-profit basis to promote the purposes of the Society for Human Resource Management (SHRM) by providing a structure for SHRM members in the State of Utah (hereinafter referred to as "the State") to consult together concerning the affairs, activities, needs and problems of SHRM in the State and to adopt programs which will promote the progress and welfare of SHRM in the human resource profession as a whole, including, without limitation, the provision of channels of communication between Chapters, State Council, and the appropriate Regional Council, provision of services to all members of the human resource management profession within the State, and the provision of leadership training at the state level.

    ARTICLE IV
    FISCAL YEAR


    The fiscal year of the Council shall be the calendar year.

    ARTICLE V
    GOVERNING BODY

    A.    Powers and Duties. The Council shall consist of the Governing Body. The Governing Body shall manage and control the property, business and affairs of the Council, and in general exercise all powers of the Council.

    B.      Number and Privileges.

    1.  The following shall be voting members of the Governing Body: one (1) Immediate Past State Director; one (1) State Director; one (1) State Director- Elect; one (1) Secretary; one (1) Treasurer; one (1) Director for each Core Leadership Area (CLA) established by SHRM; one (1) Membership Director ; as many Chapter Presidents as there are SHRM Chapters within the State Chapter Presidents may be represented by another voting member from his/her chapter board ; as many District Directors as deemed necessary to meet the State’s needs (maximum number not to exceed 50 percent of the SHRM Chapters in the state); and as many Membership At-Large Directors as deemed necessary to meet the State’s at-large membership needs, but at least one (1) Membership At-Large Director. In no event shall the aggregate number of District Directors and Membership At-Large Directors exceed one-third of the total number of voting members on the Governing Body. 

    2.   The Governing Body may also contain as many non-voting members as the State Director deems necessary and appropriate to perform the functions of the Council. The Council reserves the rights to determine the qualifications of those members except as noted under Subsection C.

    C.    Qualifications. All voting and non-voting members of the Governing Body must be SHRM members in good standing. Membership At-Large Directors, who represent the SHRM members at-large in the State, shall not be affiliated with any Chapter at the time of appointment.  Non-voting members shall be drawn from such positions as the State Director feels should participate in the Council in the best interest of the Council and SHRM, including, without limitation, those positions such as student chapter presidents, student chapter advisors, and others whom the Council feels should participate in the best interests of SHRM.  

    D.    Election and Appointment -Term of Office.

    1.  The Immediate Past State Director shall succeed to the office from the office of State Director. The State Director shall succeed to the office from the office of State Director- Elect.  The President of each SHRM Chapter within the state shall be an ex-officio Chapter President on the Governing Body with full voting rights. District Directors, the Membership Director, Membership At-Large Director and Core Leadership Area (CLA) Directors shall be appointed by the State Director and will have full voting rights.  The State Director-Elect, Secretary and Treasurer shall be nominated by the State Director and elected by a majority vote of the Governing Body upon which such Secretary and Treasurer will serve and have full voting rights.

    2.   Non-voting members of the Governing Body shall be appointed by the State Director with the prior concurrence of the Governing Body upon which such non-voting members will serve.

    3.   Leaders filling voting and non-voting positions on the Governing Body must remain SHRM members in good standing within the State through the duration of participation on the Governing Body.

    4.   All members of the Governing Body shall be elected or appointed to a two-year term beginning January 1 and ending December 31. All elected and appointed leaders, with the exception of the State Director, may serve in the same position for not more than two consecutive terms.

    E.    Removal.

    Any member of the Governing Body may be removed for conduct contrary to the best interests of the Council or SHRM upon a two-thirds vote of the entire voting members of the Governing Body, after having been given an opportunity for an informal hearing before the Governing Body. In addition to removal for cause pursuant to the previous sentence, Chapter Presidents will be removed to the extent they vacate or are removed from their position as President of their respective SHRM Chapter.

    F.    Vacancies. Vacancy in the State Director position shall be filled for the unexpired term by the State Director-Elect.  In the event that the State Director-Elect cannot serve for any reason, the State Director shall be elected by a vote of a majority of the Governing Body in attendance at any duly constituted meeting.  Any other vacancy on the Governing Body other than Chapter President shall be filled by appointment by the State Director with the ratification by the Governing Body. Any vacancy in the Chapter President position will be filled as and when the respective Chapter elects or appoints a new President according to the individual chapter bylaws.

    G.    Governing Body Meetings. The Governing Body shall meet at least three times per year, the first of such meetings shall be held before March 31.   At least two of these meetings will be in-person meetings.

    H.    Special Meetings of the Governing Body. Special meetings of the Governing Body may be called by the State Director, or in the absence or disability of the State Director, by the State Director Elect, Secretary or Treasurer.  A special meeting shall also be called upon written request of a majority of the voting members of the Governing Body.

    I.     Notice of Meetings. Written notice of each Governing Body meeting shall be communicated via email, telephone, or mailing to each member at least fifteen (15) days before such meeting, or other period as may be required or allowed by state law.

    J.    Quorum; Governing Body Action. Fifty (50) percent plus one of the entire number of voting members of the Governing Body shall constitute a quorum for the transaction of business. The act of a majority of voting members present, either in person, conference phone, or electronic method, at any meeting at which there is a quorum shall be the act of the Governing Body, except to the extent that the state law may require a greater number.   In addition, the Governing Body may act by unanimous written consent of all voting members.

    K.    Presiding Member. At all meetings of the Governing Body, the State Director shall preside. In the absence of the State Director, the State Director Elect shall preside. In the absence of both the State Director and State Director Elect, a chairperson shall be elected by a majority of voting members present.

    ARTICLE VI
    OFFICERS

    The State Director shall serve, ex-officio, as President of the Council, but shall be referred to as State Director. The State Director-Elect, Secretary and Treasurer shall serve in those roles respectively on the Council.  

    ARTICLE VII
    RESPONSIBILITES OF PARTICULAR GOVERNING BODY MEMBERS

    The responsibilities of each of the governing body members shall be as outlined in the position descriptions maintained by the Secretary and distributed to the members. The position descriptions are subject to change as deemed necessary by the State Director and/or the Governing Body.

    ARTICLE VIII
    COMMITTEES

     

    Committees of the Governing Body may be appointed by the Governing Body, subject to such conditions of limitations as may be specified by the Governing Body.   Such Committees may include, without limitation, an Executive Committee consisting of the State Director, the State Director-Elect, the Membership Director, the Secretary, the Treasurer, and any other voting member of the Governing Body appointed to the Executive Committee by the Governing Body, which Executive Committee shall have the authority to act on behalf of the Governing Body in between meetings of the Governing Body on any matter except for dissolution, merger, sale of all or substantially all assets of the State Council, amendment of the articles of incorporation, bylaws or similar documents, or any other matters which applicable state law or resolution of the Governing Body prohibits such Executive Committee from taking action upon.

    ARTICLE IX
    ELECTRONIC VOTING*

     

    Mail or electronic ballots can be used for the election of officers provided the State Council has had at least one in-person meeting that year.

    ARTICLE X
    WITHDRAWAL OF STATE COUNCIL STATUS

     

    State Council status may be withdrawn by a two-thirds (2/3) vote of the then entire number of voting members of the SHRM Board of Directors upon finding that the activities of the Council are inconsistent with or contrary to the best interests of SHRM.  Prior to withdrawal of such status, the State Council 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.  After withdrawal of State Council status, the SHRM Board of Directors may cause a new state council to be created, or, upon affirmative vote of two-thirds (2/3) of the then entire number of voting SHRM Board of Directors and the consent of the body which has had State Council status withdrawn, may re-confer State Council status upon such body.

     

    ARTICLE XI
    RELATIONSHIPS

     

    The State Council is a separate legal entity from SHRM.  It shall not be deemed to be an agency or instrumentality of SHRM or another State Council, and SHRM shall not be deemed to be an agency or instrumentality of the State Council.  The State Council shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM.  The State Council shall not contract in the name of SHRM without the express written consent of SHRM.  The relationship of the State Council and SHRM is also governed by the terms and conditions of the State Council Charter granted by SHRM to State Council and accepted by State Council.

     

    ARTICLE XII
    COUNCIL DISSOLUTION

     

    In the event of the Council's dissolution, the remaining monies in the treasury, after Council expenses have been paid, will be contributed to an organization decided upon by the Council at the time of dissolution (e.g., the SHRM Foundation, Utah State Chapters, an endowment fund at a university, or other such organization in keeping with the purposes of this Council).

     

    ARTICLE XIII
    STATEMENT OF ETHICS

    The Council adopts SHRM's Code of Ethical Standards for the HR Profession for members of the Council in order to promote and maintain the highest standards among its members. Each member shall honor, respect and support the purpose of the Council and SHRM.

     

    ARTICLE XIV
    PARLIAMENTARY PROCEDURE

     

    Meetings of the Council shall be governed by the rules contained in Robert's Rules of Order in all cases to which they are applicable and in which they are consistent with the law and the Bylaws of the Council.

     

    ARTICLE XV
    BYLAW AMENDMENTS

     

    Amendments to the bylaws of the Council shall be ratified by a two-thirds (2/3) vote of the Governing Body voting members present at a meeting at which a quorum exists, provided such proposed amendment is circulated in writing at least fifteen (15) days prior to such meeting and provided such amendments have been pre-approved by the SHRM President/CEO or his/her designee, as being in furtherance of the purposes of SHRM and not in conflict with the SHRM bylaws.  

     

    ARTICLE XVI
    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.

    State Council Director (Printed) State Council Director Signature Date