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By-Laws

By-Laws

Article 1 | Article 2 | Article 3 | Article 4 | Article 5 | Article 6 | Article 7 |
Article 8 | Article 9 | Article 10 | Article 11 | Article 12 | Article 13 | Article 14 |
Article 15 | Article 16 | Article 17 | Article 18


ARTICLE 1

NAME AND AFFILIATION


Section 1.1: Name


The name of this organization shall be the Twin Cities Society for Human Resource Management (herein referred to as "TCSHRM", "Chapter" or "Association"), and may also be known as TCSHRM in the marketplace. To avoid potential confusion, the Association will not refer to itself solely as SHRM or the Society for Human Resource Management.

The use of the Association's name, in various publications and/or its sponsored activities in connection with sponsorship or promotion of any private business enterprises, activity or interest is prohibited. The Association's President may, however, with the advice and consent of one other Association Board Member, authorize such use in instances where they believe the purposes of the Association are thereby served.

Section 1.2: Affiliation

The Association is affiliated with the Society for Human Resource Management (herein referred to as "SHRM").

Section 1.3: Relationships


The Association 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 Association. The Association shall not hold itself out to the public as an agency of SHRM without express written consent of SHRM. The Association shall not contract in the name of SHRM without the express written consent of SHRM

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ARTICLE 2

MISSION, PURPOSE AND DIVERSITY STATEMENT


Section 2.1: Mission

To provide high quality professional development, information exchange and networking opportunities for human resource professionals.

Section 2.2: Purpose

The purpose of the Association shall be:

To promote high standards of competence among members and contribute to their career development in a manner which will enhance their effectiveness as human resource professionals.

To influence and enhance member-employing organizations through the effective utilization of human resources.

To educate and inform members, educators, legislators and the public on important human resource issues.

Section 2.3: Diversity Statement


The Twin Cities Society for Human Resource Management values the diversity of its membership, which enriches the Association. We strive to create an inclusive environment and actively encourage participation of all members in our programs, activities, and volunteer/leadership roles

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ARTICLE 3

FISCAL YEAR


The fiscal year of the Association shall be from January 1 through December 31.

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ARTICLE 4

MEMBERSHIP


Section 4.1: Application for Membership

Application for membership type shall be on the Association application form. All applications shall be reviewed by the chapter management professional team representing TCSHRM . New members shall be afforded full membership rights from the date of application approval by the chapter management professional, the Board of Directors or their designee.


Section 4.2: Non-Discrimination

This Association adheres to the principle that all persons have equal opportunity and access to all Association activities, including the holding of office, without regard to race, color, creed, religion, national origin, sex, marital status, sexual orientation, status with regard to public assistance, disability, age, or any other characteristics protected by law.

Section 4.3: Transferability of Membership

Membership in the Association is held in the individual's name, not an organization with which the member is affiliated. Membership in the Association is neither transferable nor assignable.


Section 4.4: Membership Categories

Membership in the Association shall be open to the following persons:

Section 4.4.1: Professional Member

Professional membership shall be limited to those individuals who are engaged as one or more of the following:

practitioners in any of the various functional areas within the field of human resource management, including but not limited to: compensation, benefits, talent acquisition, organizational development, training, employee relations, diversity and inclusion, workers' compensation and safety, human resource information systems, human resource policy, payroll, workforce analytics/reporting and human resource strategy and planning. May be in a generalist or specialist capacity.

faculty members holding an assistant, associate, adjunct or full professor rank in human resource management or any of its specialized functions at an accredited college or university; or college faculty member responsible for and serving as advisor to a Student SHRM Chapter

full-time human resource consultants with at least three years experience practicing in the field of human resource management; and/or

full-time attorneys with at least three years experience in counseling and advising clients on matters relating to the human resource profession and/or employment law.

Professional members have the right to vote on items brought to them by the Board of Directors, such as bylaws and slate of officers and may hold a Board position with TCSHRM.

Professional memberships can be purchased in defined bulk numbers by organizations, but individuals within the purchasing organization must individually be assigned to each membership purchased and are non-transferable.


Section 4.4.2: Student Member

Individuals who do not meet the criteria of the other designated membership categories and are actively enrolled (at least half-time or 6 or more credit hours) in a degree-program with the area of concentration of human resource management or any other human resource related field (i.e. industrial/labor relations, human resource development, organizational development, industrial/organizational psychology, etc.) or in a part-time graduate degree such as an MBA with an emphasis on human resource management while working full-time as a human resource practitioner. A student who is a national member of SHRM (and can provide a valid student SHRM member number), will have TCSHRM membership dues waived.

Student members do not have voting rights and may not hold a Board position in TCSHRM.

Section 4.4.3: Affiliate Member

Individuals who do not meet the criteria of the other designated membership categories and who have an interest in the field of human resource management. This includes those members who are affiliated with a company that offers and/or sells a human resource-related product and/or service for profit to the corporate Human Resource or business community. Examples include: relocation services, employee assistance plans, benefit plans, legal benefit services, 3rd party recruiting services, etc.

Affiliate members do not have voting rights unless Affiliate member is on the TCSHRM Board of Directors. No more than 20% or two (2) positions on the TCSHRM Board of Directors may have the status of Affiliate Membership at any time.

Affiliate members are not eligible to serve as the TCSHRM President.


Section 4.4.4: Lifetime Member

Individuals who have been identified and approved by the TCSHRM Board of Directors as having made an exceptional contribution to the HR profession and/or to TCSHRM.

A member who has served one full term of office as President of the Association shall automatically acquire the status of Lifetime Member upon completion of the term of office.

Lifetime member shall be entitled to the same privileges as Professional level membership including the right to vote and hold office. There shall be no dues applicable to this class of membership.

Section 4.5: Membership in SHRM

Members are strongly encouraged to apply for membership in the Society for Human Resource Management (SHRM).

Section 4.6: Special Membership Restrictions

If at any time it becomes apparent, through investigation by the Board of Directors that an individual has joined the Association without meeting the criteria specified for the appropriate class of Membership, the Association reserves the right to a) transfer membership to the appropriate membership category as appropriate or b) take action to discontinue the individual(s) TCSHRM membership at any time without the refund of dues.


Section 4.7: Denial of Membership


If a person is denied membership, he/she shall have the right to appeal by filing written notice with the President or, in the absence of the President, with the Past President or his/her designee, within thirty days. The notice shall set forth all the reasons for the appeal, as well as supporting documentation. The President, Past President or his/her designee, will present the appeal to the Board at its next regularly scheduled meeting. A vote on the appeal by a majority of the Board members present at the meeting shall constitute the final decision of the Association.

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ARTICLE 5

DUES


Annual membership dues for each membership category are established by the Board of Directors. New Membership dues may be paid at any time during the calendar year and, once paid; membership will be valid through the anniversary of the date the original dues were paid.

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ARTICLE 6

OFFICERS OF THE BOARD OF DIRECTORS


Section 6.1: Power and Duties

The Officers shall consist of the current Board of Directors of the Association. The Board of Directors (herein referred to as the "Board") shall have full and complete charge of all operations, finances and procedures, and in general supervise all affairs of the Association not otherwise reserved to members by these By-laws.

Section 6.2: Qualifications

Candidates for the Board of Directors must be either a Professional member or an Affiliate member. No more than 20% or two (2) positions of the TCSHRM Board of Directors may have the status of Affiliate Membership at any time. Affiliate members are not eligible to serve as the TCSHRM President.

All candidates for the Board of Directors must be members of the Association in good standing at the time of nomination or appointment and for their entire term of office.


The Association also requires that each Board member be a current member in good standing of SHRM throughout the duration of his/her term of office.


Section 6.3: Composition of the Board of Directors

The Board of Directors shall include the Board President, Vice Presidents and the Past President. These shall constitute the governing body of the Association.

Section 6.4: Election

Election of officers shall be conducted as follows: By October 1st of odd years, the President shall appoint from among the membership a nominating committee of at least three members who shall make a careful study of the membership and select at least one candidate for each office for the following fiscal year.

Such candidates shall have been regularly and actively engaged in a bona fide professional, educational, or consulting capacity within the field of human resources or any of its specialized phases in business, government or industry for a minimum of three years.

After obtaining consent to serve, if elected, this slate shall be presented to the members for election via email and online notification on the TCSHRM website, with tenure of office to begin January 1st.

Voting members of the Association will be able to nominate candidates during a specific timeframe as detailed in the original election notice. Ballots will be cast via email or online voting during a specific period of time. Voting members in need of paper ballots will be able to request one from the TCSHRM administrative office.

If there is only one candidate for an office after nominations have been officially closed, such candidate will be considered elected to the office by acclamation.

Section 6.5: Term of Office – Board of Directors

Section 6.5.1: Two (2) Year Terms

The following positions shall be elected for a term of two years by the regular membership of the Association:

President

Vice President - Finance & Administration

Vice President - Marketing & Communication
Vice President - Member Engagement & Retention

Vice President - Volunteer Engagement

Vice President - Programming

Vice President - Professional Development

Vice President - College & University Relations

Vice President - Workforce Readiness & Community Support

Vice President - Legislative Affairs


These positions shall be elected on even years.

The immediate Past President shall automatically become an ex officio member of the Board of Directors for a term of two (2) years after completion of term as President.


Section 6.5.2: President-Elect

A President-Elect will be named on or about January 1st in odd years from our Professional membership category.

Based on the need of the Association, the nominating committee may offer flexibility in President-Elect position as either a) a dual role, coupled with another Vice President position on the Board, which would carry voting rights on the Board, or b) a stand-alone role as President-Elect that would not include voting rights on the Board.

Section 6.6: Vacancies


In the event that any Board Member is unable to fill a term, the President may appoint someone to serve out the rest of the term

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ARTICLE 7

BOARD OF DIRECTORS - DUTIES AND RESPONSIBILITIES


Section 7.1: Position Descriptions

The responsibilities of each member of the Board of Directors shall be as outlined in the position descriptions maintained by the VP of Finance and Administration and distributed to the Association Board. The position descriptions are subject to change as deemed necessary by the President and the Association Board. Descriptions contained in Article 7 are summary in nature and are not all encompassing.

Section 7.2: President

The President shall be Chief Executive Officer of the Association; shall be an ex officio member of all committees except nominating; shall serve as presiding officer at meetings of the members and of the Board; shall ensure that a strategic plan for the Association exists and is reviewed and updated within six months of taking office, to include the annual objectives; shall have general charge and supervision of the affairs and business of the Association; shall appoint all standing committee chairpersons and all special committees.

Section 7.3: Past President

The immediate Past President shall automatically become an ex officio member of the Board of Directors. The Past President shall serve in an advisory capacity to the President and to the Board of Directors and will fulfill such duties as requested by such in an effort to provide continuity of leadership in achieving the goals of the Association. At the request of the President or in his/her absence or disability, may perform any of the duties of the President.


Section 7.4: President-Elect

The President-Elect shall be responsible for shadowing and serving as assistant to the President with responsibilities for special projects, presiding over regular Association and Board meetings in the absence of the President, and other duties as assigned. This position may be a dual role (voting) or stand-alone role (non-voting). See Section 6.5.3: President-Elect Term.

Section 7.5: Vice President - Finance & Administration

The Vice President of Finance & Administration shall be responsible for financial and administrative affairs of the Association, including the development of an annual budget. Other responsibilities include oversight of all required audits and IRS filings, financial reporting to the Board, insurance requirements, investments, membership billing, recording the minutes of Board meetings, and other duties as assigned by President and Board.

Section 7.6: Vice President – Communications

The Vice President of Communications shall be responsible for developing, implementing and maintaining an end-to-end communication strategy to keep members and the public informed of the Association's programs and events, accomplishments, points of view and opportunities via such outlets such as Association Newsletter, e-mail blasts, handouts and collateral, sponsorship and advertising, social media, member polling and surveying, and website.

Section 7.7: Vice President – Marketing & Member Acquisition

The Vice President of Marketing & Acquisition shall be responsible for developing, implementing and maintaining end-to-end marketing strategy to promote and build awareness of Association purpose, activities and membership benefits for the purpose of membership acquisition and retention.

Section 7.8: Vice President – Programming

The Vice President of Programming shall be responsible for strategic leadership and oversight of programming offered by the Association. Accountable to ensure that programming offered meets the needs of TCHRA membership. Provides leadership to programming teams that are responsible for securing speakers, site locations and logistics for programs and conferences.

Section 7.9: Vice President - Member Engagement & Retention

The Vice President of Member Engagement & Retention shall be responsible for developing, implementing and maintaining an end-to-end membership engagement and retention strategy. Develop and implement metrics to measure and track progress on established goals. Provide leadership to teams responsible for processing member applications and acceptance and coordinating member orientations and on-boarding. Responsible for maintaining the official membership roster of the Association.

Section 7.10: Vice President – Volunteer Engagement

The Vice President of Volunteer Engagement shall be responsible for developing, implementing and maintaining end-to-end volunteer engagement strategies. Includes advertising/communicating volunteer opportunities, matching volunteers with available opportunities, on-boarding and off-boarding volunteers, managing volunteer recognition programs and providing leadership on volunteer succession planning and talent management process.


Section 7.11: Vice President - Professional Development

The Vice President of Professional Development shall be responsible for activities which are directed toward the individual professional and leadership development of members. Provide leadership and oversight to teams responsible for TCHRA mentoring program, certification course offerings/education and leadership development programming.

Section 7.12: Vice President - Legislative Affairs

The Vice President of Legislative Affairs furthering member knowledge of current and pending legislation impacting the HR profession and development of an advocacy strategy.

Section 7.13: Vice President – Diversity & Inclusion

The Vice President of Diversity & Inclusion shall be responsible for developing and implementing the Association's diversity and inclusion strategies. Will provide TCHRA's members with thought leadership on promoting diversity and inclusion in the workplace, as well as helps ensure TCHRA fosters an inclusive environment for our membership.

Section 7.14: Vice President - College & University Relations

The Vice President of College & University Relations shall be responsible for developing college/university/faculty engagement strategy to drive TCHRA student membership, engagement and retention.

Section 7.15: Vice President – Workforce Readiness & Community Support

The Vice President of Workforce Readiness & Community Support shall be responsible for developing, implementing and maintaining a workforce readiness and community support strategy to complement and support the workforce readiness and community support efforts in the Human Resources and business community at large. Provide leadership and oversight to teams responsible for community giving and SHRM Foundation activities.

Section 7.16: Removal of Position


The Board of Directors may, by a two-thirds vote of the entire Board of Directors, remove any Board Member, including officers, for failure to properly discharge the duties of office. The Board Member shall be entitled to a due process hearing prior to any termination action being imposed

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ARTICLE 8

COMMITTEES AND TEAMS


Section 8.1: Committees

The President of the Association, with the approval of the Association's Board of Directors, shall have the authority to appoint committees from among the Association's membership and to name their chairpersons. Each committee shall meet at the call of its chairperson or at the request of the President for the purpose of discharging its responsibilities to the Board of Directors.

Section 8.2: Teams

Meetings of TCHRA teams are devoted to the study of special areas of human resources in an effort to expand the knowledge and understanding of its members. Through this medium, members can exchange ideas and experiences, take part in more structured sessions such as panels or study groups, and listen to speakers from local and national human resource areas, management consulting, academic environments, general management and others.

Program teams are under the leadership of the respective Board Member and plan and schedule their events. Teams may be formed, combined and/or disbanded as the Board deems apparent and appropriate. Each TCHRA member is eligible to participate in all teams. The list of active Teams will be maintained and published on the TCHRA website.

Section 8.3: Extended Leadership Team


The Board of Directors may establish an Extended Leadership Team which may include all team leads and committee chairs for the purpose of discussing issues that need to be voted on, and reviewing and developing objectives to carry out the Association's strategic plan. This team shall operate under the direction of the President

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ARTICLE 9

GENERAL MEMBERSHIP MEETINGS

Section 9.1: Regular Meetings

Regular meetings shall be held monthly throughout the year or as otherwise determined by the Board of Directors.

Section 9.2: Annual Meeting

There shall be at least one general meeting open to all members during each program year. The Board of Directors shall determine where the meeting will be held.

Section 9.3: Notice of Meetings

All general meetings and programs will be advertised via TCHRA communication tools, including but not limited to: the Association newsletter, Association website, Association email blasts and other methods as deemed appropriate.

Section 9.4: Membership Quorum

Members of TCHRA in good standing and who are eligible to vote, represented in person or by electronic means (if so stipulated), and in which required notice has been met, shall constitute a quorum for the transaction of business of the Association. An electronic vote requires a majority of member respondents to represent a quorum necessary for the adoption of any matter voted on by the members. An in-person vote of a majority of the members present at any meeting at which there are at least 30 members present, shall represent a quorum and be necessary for the adoption of any matter, except to the extent that applicable state law may require a greater number.

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ARTICLE 10

BOARD MEETINGS


Section 10.1: Schedule and Frequency

The Board of Directors shall meet at the call of the President or his or her designee, as often as deemed necessary to discharge its duties.

Section 10.2: Location

The place shall be determined by the person(s) calling the meeting.

Section 10.3: Participants

Board meetings will be open to members of the Board of Directors, members of the Extended Leadership team (Team Leads), and invited guests or speakers that have been pre-arranged with the President prior to the Board meeting.

Members in good standing who are not part of the Board of Directors or Extended Leadership team may ask for items to be added to the Board meeting agenda by contacting the President or a member of the Board of Directors, who will then review the request with the President prior to the Board meeting.

The President may call for a closed session when necessary.

Section 10.4: Board Quorum


A simple majority of the total Board of Directors shall constitute a quorum for the transaction of business. The act of a majority of the Board 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 Governing Body

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ARTICLE 11

VOTING


Except as otherwise provided in these By-Laws, when a quorum is present, a simple majority vote shall be sufficient to carry all motions at Board meetings. Votes submitted via written and/or electronic method shall count toward the majority vote.

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ARTICLE 12

PARLIAMENTARY PROCEDURE


Board meetings shall be governed by the rules contained in the Robert's Rules of Order in all cases to which they are applicable and in which they are consistent with the Law and Bylaws of the Association.

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ARTICLE 13

AMENDMENTS TO BY-LAWS


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 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. Voting may be conducted electronically.

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ARTICLE 14

STATEMENT OF ETHICS


Section 14.1: Code of Ethics

The Association adopts the TCHRA Code of Ethics as stated below in order to promote and maintain the highest standards among our members. Each member shall honor, respect and support the code and purposes of this Association. The Association shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors.

TCHRA Code of Ethics

As a member of the Twin Cities Human Resource Association, I will recognize and accept the responsibilities and obligations of my profession. I promise integrity and fair dealing, and will conduct myself in a manner which reflects positively on myself and my profession.

I, therefore, pledge myself:

  • To support the goals and objectives of the Twin Cities Human Resource Association;
  • To refrain from using my TCHRA membership to secure special privilege or financial gain for myself or my employer;
  • To promote the effectiveness of my profession by exchanging information and experience with other human resource practitioners and students;
  • To instruct the less experienced members of my profession in all the arts and traditions of the discipline;
  • To foster and develop interest in sound human resource administration in government, education, business and industry;
  • To stimulate and encourage human resource research and to serve as a channel of communication for the transmission of information concerning new concepts in human resource practices;
  • To help create forums for discussion of human resource policies, practices and procedures; and
  • To protect the human resource profession, collectively and individually, from misrepresentation and misunderstanding.

Section 14.2: Non-Solicitation


Members shall not distribute solicitation materials or actively solicit business in person, in writing, or electronically during TCHRA meetings or events. Members shall not use the TCHRA member directory or mail lists for mass marketing or mass solicitation purposes. Exceptions to this must be approved in advance by a member of the Board of Directors and/or their delegate according to TCHRA Policy.

Section 14.3: Violation of Code


Members who have been found by the Association's Board of Directors to have engaged in any activity which is prohibited by the non-solicitation policy or by the Code of Ethics of the Association's By-Laws, including unauthorized use of Association Directories and the direct solicitation of business at any of its meetings, shall be subject to expulsion from the Association

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ARTICLE 15

FINANCIAL DISCLOSURE


The financial records of the Association shall be open to inspection by any member at a mutually agreeable time and location, upon written request to the Association President

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ARTICLE 16

ASSOCIATION DISSOLUTION


In the event of the Association's dissolution, all remaining monies, after the Association expenses have been paid, will be contributed to an organization decided upon by the Board of Directors at the time of dissolution. Said organization or charity will have purposes consistent with those of the Association and the HR profession.

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ARTICLE 17

WITHDRAWAL OF AFFILIATED CHAPTER STATUS


Affiliated Chapter status may be withdrawn by the President/CEO of SHRM and his or 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 will 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 thirty (30) days.


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

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ARTICLE 18

TERMS USED


As used in these by-laws, 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.

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Ratified by the Membership of Association and signed by: Melanie Olsen, 2014-2015 TCHRA President

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