The San Diego SHRM Constitution and Bylaws provide specific information about our organization, its mission, vision and objectives, as well as rules governing the Board of Directors and all San Diego SHRM members. To ensure that you understand the rights and responsibilities that accompany San Diego SHRM membership, we encourage you to familiarize yourself with this document. 

SAN DIEGO SOCIETY FOR HUMAN RESOURCE MANAGEMENT
Bylaws

 

As Amended April 18, 2018
Approved by SHRM: March 29, 2018
Adopted by SD SHRM Board of Directors: April 2, 2018
Ratified by vote of SD SHRM Membership: April 18, 2018

 

ARTICLE 1

 

NAME AND AFFILIATION

 

Section 1.1: Name.The name of the Chapter is San Diego Society for Human Resource Management, also known as SD SHRM (herein referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as San Diego Society for Human Resources Management or SD SHRM (Chapter name) and not as SHRM or the Society for Human Resource Management.

 

Section 1.2: Affiliation. The Chapter is affiliated with the Society for Human Resource Management (herein referred to as "SHRM").

 

Section 1.3: Relationships. The Chapter 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 Chapter. The Chapter shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. The Chapter shall not contract in the name of SHRM without the express written consent of SHRM.

ARTICLE 2

 

PURPOSE: The mission of this Chapter, as a non-profit organization, is: To provide our members access to the SHRM Competency Model in a way that maximizes their ability to impact the success of their organization and to be the recognized voice of our Profession within our service area.

The Vision of this Chapter is: San Diego SHRM strives to be the recognized voice of the HR profession and the recognized authority on human resource issues within San Diego SHRM's service area, positively impacting workplaces and ultimately improving the bottom line for organizations throughout the service area.

ARTICLE 3

 

FISCAL YEAR: The fiscal year of the Chapter shall be the calendar year. 

 

ARTICLE 4:

 

MEMBERSHIP

Section 4.1: Qualifications for Membership. Qualifications for Membership. The qualifications for membership in the Chapter shall be as set forth in these Bylaws and written rules, criteria and procedures set forth by the Board of Directors. Effective January 1, 2019, the Chapter is a 100% Chapter of SHRM, and all Chapter members are required to be members in good standing of SHRM. As a condition of membership, all members shall abide in the Bylaws, rules and policies of the Chapter, and in the decisions of duly constituted committees of the Chapter. To achieve the mission of the Chapter there shall be no discrimination in individual memberships because of race, religion, sex, age, national origin, disability, veteran's status, or any other legally protected class.

 

Section 4.2: Non-transferability of Membership. Membership in the Chapter is neither transferable nor assignable.

 

Section 4.3: Individual Membership. Membership in the Chapter is held in the individual's name, not an organization with which the member is affiliated.

 

Section 4.4: Professional Members. Professional membership shall be limited to those individuals who are engaged as one or more of the following: (a) practitioners of human resource management at the professional level; (b) hold an HR certification recognized by SHRM or HRCI; (c) faculty members holding an assistant, associate or full professor rank in human resource management or any of its specialized functions at an accredited college or university; (d) full-time consultants with experience practicing in the field of human resource management; and/or (e) full-time attorneys with experience in counseling and advising clients on matters relating to the human resource profession. Professional members may vote and hold office in the chapter.

 

Section 4.5: Partner Members. Individuals who do not meet the qualifications of the other classes of membership but can demonstrate, to the satisfaction of the organization, a bona fide interest in human resource management and in the purpose of the group. 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. Members of this class have the right to vote and hold office in the Association; however, partners may not hold the office of President-Elect or President, or Immediate Past President-Elect.

 

Section 4.6: Student Members. Individuals who are (a) enrolled either as full-time or part-time students, at freshman standing or higher; (b) enrolled in the equivalent of at least six (6) credit hours; (c) enrolled in a four-year or graduate institution and/or a consortium of these or a two-year community college with a matriculation agreement between it and a four-year college or university which provides for automatic acceptance of the community college students into the four-year college or university; (d) able to provide verification of a demonstrated emphasis in human resource management subjects, and

(e) able to provide verification of the college or university's human resources or related degree program. Student members may not vote or hold office in the Chapter.

 

Section 4.7: Application for Membership. Application for membership shall be on the Chapter application form. All applications shall be processed in accordance with rules established by the Board of Directors.

 

Section 4.8: Voting. Each Professional and Partner member shall have the right to cast one vote on each matter brought before a vote of the members. Votes shall be tallied by an Ad Hoc Committee and/or individual(s) appointed by the Board of Directors.

 

Section 4.9: Dues. Annual membership dues shall be established for the next year by the Board of Directors prior to the mailing of renewal notices.

 

Section 4.10: Termination. A membership shall be suspended or terminated whenever the Board, or a committee or person authorized by the Board, in good faith determines that any of the following events have occurred: (a) resignation of member, on reasonable notice to the Association; (b) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (c) failure of a member to pay dues, fees, or assessments in the amount and under the terms set by the Board; (d) failure to abide in the lawful decisions of any duly constituted committee of the Association, and (e) occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications.

 

Section 4.11: Discipline. A member may be publicly reprimanded, fined, suspended or terminated for cause by the Board or its designee. Cause shall include a failure, in serious degree, to (1) observe the Association's rules of conduct as prescribed by the Board in these Bylaws or otherwise, (2) to abide in the lawful decisions of any duly constituted committee of the Association, or to engage in any conduct which is deemed by the Board or its designee contrary or prejudicial to the interests and/or purposes of the Association. The discipline shall occur only after the member has been given a fifteen-day prior written notice of the proposed discipline and the reasons therefor. The notice shall also advise the member of the member's opportunity to be heard, orally or in writing, not less than five days before the effective date of the discipline by the Board or its designee. The Board or its designee shall determine whether cause exists and the appropriate discipline, if any.

The Board is not required to follow the above procedure when imposing lesser discipline such as private reprimand.

ARTICLE 5

MEMBER MEETINGS

Section 5.1: Regular Meetings. Regular meetings of the members shall be held on the third Wednesday of each month or as otherwise determined by the Board of Directors.

 

Section 5.2: Annual Meetings. The annual meeting of the members for electing Directors and Officers, and conducting other appropriate business shall be held in October or at such other time as determined by the Board of Directors.

 

Section 5.3: Special Meetings. Special meetings of members shall be held on call of the President, the Board of Directors or by members having one-twentieth of the votes entitled to be cast at such meeting.

 

Section 5.4: Notice of Meetings. Notice of all special and annual meetings shall be given to all members at least ten but not more than 90 days prior to the meetings. In addition to other requirements of law, said notice shall include the place, date and time of the meeting; the means of electronic transmission or communication, if any, by which members may participate; and a statement of the matters that the Board intends to present for membership action. In the case of special meetings, no other business may be transacted at the meeting other than the matters disclosed in the meeting notice.

Section 5.5: Quorum. Members representing one-tenth of the votes entitled to be cast, represented in person or by conference call, shall constitute a quorum. Proxies are not permitted. The vote of a majority of the members present at any meeting at which there is a quorum, either in person or by conference call, shall be necessary for the adoption of any matter voted on by the members, except to the extent that applicable state law may require a greater number.

 

Section 5.6: Meeting Rules. Member meetings may only be attended by Chapter members and persons invited to attend by the Board of Directors. Any action that may be taken at a membership meeting, including the election of directors and officers, may be taken by written ballot, including by electronic means, if approved by the same number or percentage of member required to approve a particular action at a meeting.

 

ARTICLE 6

BOARD OF DIRECTORS

Section 6.1: Power and Duties. The Board of Directors (also referred to as the "Board"), consisting of the Officers as described in Section 6.2 below, shall manage and control the property, business and affairs of the Chapter and in general exercise all powers of the Chapter. The Board of Directors may hire an Executive Director or equivalent professional(s) to oversee and administer the day-to-day operations of the Association on its behalf and under its supervision.

Section 6.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect, Treasurer, Secretary, Vice President of Communications, Vice President of Conferences, Vice President of Educational Services, Vice President of Legislation, Vice President of Membership, Vice President of Programs, Vice President of Workforce Readiness, Vice President of Sponsorships, and Immediate Past President.

 

Section 6.3: Qualifications. All candidates for the Board of Directors must be members of the Chapter in good standing at the time of nomination or appointment and for their complete term of office. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office. - The chapter also requires that each Board member be a current member in good standing of SHRM throughout the duration of his/her term of office. The offices of President, President Elect and Immediate Past President may only be held by a Professional Member.

Section 6.4: Election - Term of Office. All officers/directors shall be elected by the members at the annual membership meeting, or at the discretion of the Board, by mail/electronic ballot. The term of the elective offices is one year, with the exception of Vice President, Communications, Vice President, Legislation and Vice President, Treasurer, which have two-year terms. Officers begin their terms January 1 following their election. In the case of replacement, the term begins immediately and continues until a duly elected or appointed successor has taken office.

 

Section 6.5: Vacancies. Any vacancy in the Board may be filled for the unexpired term by appointment of the President with the consent of the Board of Directors.

 

Section 6.6: Quorum. A simple majority of the total number of directors then in office 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 Board.

 

Section 6.7: Board of Directors' Responsibilities. The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in these Bylaws or other governing instruments of the Chapter.

 

Section 6.8: Removal of Director and Officer. Any Officer or 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 Officer or Director shall be entitled to a due process hearing prior to any termination action being imposed.

 

Section 6.9: Action by Unanimous Written Consent Without a Meeting. Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action in the manner specified in the California Nonprofit Corporation Law.

ARTICLE 7

DUTIES AND RESPONSIBILITIES

 

The responsibilities of each member of the Board of Directors shall be as outlined in the position descriptions maintained by the Secretary and approved by and distributed to the Chapter Board.

 

Section 7.1: The President. In addition to such other duties as may be assigned by the Board, the President shall preside at the meetings of the members and of the Board. He/she shall oversee the Chapter and the affairs and business of the Chapter, subject to the ultimate management authority of the Board of Directors.

 

Section 7.2: The President-Elect. In addition to such other duties as may be assigned by the Board, the President-Elect, at the request of the President or in his/her absence or disability, may perform any of the duties of the President. He/she shall have such other powers and perform such other liaison duties as the Board or the President may determine. The president-elect is encouraged to attend the annual SHRM Leadership Conference. The President-Elect chairs any planning meetings scheduled by the Board.

 

Section 7.3: The Vice President of Membership. In addition to such other duties as may be assigned by the Board, the Vice President of Membership shall serve as chair of the Membership Committee. He/she shall encourage Chapter membership growth and shall maintain the official membership roster of the Chapter.

 

Section 7.4: The Treasurer. In addition to such other duties as may be assigned by the Board, the Treasurer shall oversee the financial affairs of the Chapter, including all required filings. These responsibilities shall include financial reports to the Board and coordinating arrangements for the annual examination audit of the accounts as may be required by the Board.

 

Section 7.5: The Secretary. In addition to such other duties as may be assigned by the Board, the Secretary shall oversee the keeping of minutes of all meetings of the Chapter and of meeting notices as may be required by law or these Bylaws.

 

Section 7.6: Past President. In addition to such other duties as may be assigned by the Board, the Past President shall serve as an advisor to the President.

 

Section 7.7 Vice President of Communications. In addition to such other duties as may be assigned by the Board, the Vice President of Communications shall serve as the point of contact for public relations and communication activity between the Chapter and the membership as well as external organizations. He/she shall also perform such other duties as the President may determine.

Section 7.8 Vice President of Conferences. In addition to such other duties as may be assigned by the Board, the Vice President of Conferences shall oversee conference programs the Association executes, including content, logistical and assisting with sponsorship procurements.

 

Section 7.9 Vice President of Educational Services. In addition to such other duties as may be assigned by the Board, the Vice President of Educational Services shall be responsible for oversight of all study group programs and services provided by the Chapter.

Section 7.10 Vice President of Legislation. In addition to such other duties as may be assigned by the Board, the Vice President of Legislation shall oversee the monitoring and evaluation on a continuing basis pending legislative, regulatory and legal action at the federal, state and local level which may have an impact on the management of human resources and the membership informed of legislative activities involving all human resource and related activities.

 

Section 7.11 Vice President of Workforce Readiness. In addition to such other duties as may be assigned by the Board, the Vice President of Workforce Readiness shall oversee the development and maintenance of Chapter programs that assist members in career and job placement.

 

Section 7.12 Vice President of Programs. In addition to such other duties as may be assigned by the Board, the Vice President of Programs shall oversee the development of programs for all general membership meetings, workshops and seminars.

 

Section 7.13 Vice President of Sponsorships. In addition to such other duties as may be assigned by the Board, the Vice President of Sponsorships shall oversee the Chapter Sponsorship Program including securing sponsorships from vendors, member and non-member organizations and individuals to support Chapter programs.

 

ARTICLE 8

COMMITTEES

 

Section 8.1: Committees. The Board of Directors shall establish and oversee all standing and ad-hoc committees, and task forces of the Chapter.

Section 8.2: Committee Organization. Committees shall be established and overseen by the Board of Directors.

 

Section 8.3: Committee Chairpersons. The President, with the ratification of the Board, shall appoint all committee chairpersons. The committee chairpersons and the President will seek interested members to participate in committee activities. Officers of the Board may serve as Committee Chairpersons.

ARTICLE 9

STATEMENT OF ETHICS

The Chapter adopts SHRM's Code of Ethical and Professional Standards in Human Resource Management for members of the Association in order to promote and maintain the highest standards among our members. Each member shall honor, respect and support the purposes of this Chapter and of SHRM.

The Chapter shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors. No member shall actively solicit business from any other member at Chapter meetings without the approval from the Board of Directors.

ARTICLE 10

PARLIAMENTARY PROCEDURE

Meetings of the Chapter shall be governed by the rules contained in Robert's Rules of Order (newly revised) in all cases to which they are applicable and in which they are consistent with the Law and the Bylaws of the Chapter.

ARTICLE 11

AMENDMENT OF BYLAWS

The Bylaws may be amended by a majority vote of the members present at any meeting at which a quorum exists and in which required notice has been met, 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.

ARTICLE 12

CHAPTER DISSOLUTION

In the event of the chapter's dissolution, the remaining monies in the Treasury, after chapter expenses have been paid, will be contributed to an organization decided upon by the Board of Directors at the time of dissolution (e.g. the SHRM Foundation, a local student chapter, the State Council, an HR degree program, or other such organization or charity with purposes consistent with those of the Chapter).

 

ARTICLE 13

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 Chapter are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status, the Chapter shall have an opportunity to review a written statement of the reasons for such proposed withdrawal and an opportunity to provide the SHRM Board of Directors with a written response to such a proposal within a thirty (30) day period. In addition, when the Chapter fails to maintain the required affiliation standards as set forth by the SHRM Board of Directors, it is subject to immediate disaffiliation by SHRM. After withdrawal of Chapter status, the SHRM Board of Directors may cause a new Chapter to be created, or, with the consent of the President/CEO of SHRM and the consent of the body which has had Chapter status withdrawn, may re-confer Chapter status upon such body. 

Article 14

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.

 

SAN DIEGO SOCIETY FOR HUMAN RESOURCE MANAGEMENT
Resolution on Creation of Committees

WHEREAS, Section 8.1 of San Diego SHRM By‐Laws authorizes the Board to establish and oversee
committees,

WHEREAS, as the Board of Directors wishes to establish committees to assist in the furthering of the
association’s mission in various operational areas and engage volunteer members,

WHEREAS, various Committees have previously been established and/or currently exist,

WHEREAS, the Board finds and determines that it is necessary and desirable to establish or reconfirm
the establishment of certain committees and to specify the duties and responsibilities of the Association’s various Committees and to update the list of such Committees; NOW, THEREFORE,

BE IT RESOLVED that the “Executive” Committee is hereby created as a Board Committee and shall consist of the of the following officers of the Association; President, Immediate Past President, President-Elect, and Treasurer. The Executive Committee shall be responsible for the coordination and management of the affairs of the Association between meetings of the Board of Directors, and may exercise such authority as granted by the Board of Directors, subject to the limitations of California law. The actions of the Executive Committee shall at all times be consistent with the budget, programs and policies of the Association, and shall be reported to the Board.

BE IT FURTHER RESOLVED that the “Nominating” Committee is hereby continued as a Board Committee created
pursuant to Section 8.1, 8.2 and 8.3 of the By‐Laws, which shall provide a slate of candidates for
directors/officers for the Membership to elect pursuant to 6.4, shall consist of 3 members of the
association in good standing not seeking election to the Board, appointed by the President, and shall be
chaired by the Immediate Past President unless otherwise determined by the Board,

BE IT FURTHER RESOLVED that the "Continuity" Committee is hereby created as a Board Committee and shall consist of Past Presidents of San Diego SHRM and are members of the association in good standing, which will convene to advise the Board on matters in which institutional knowledge of the association and its operations are important or useful. The Chair shall be appointed by the President with the advice and consent of the Board. Members of the Committee shall be appointed by the Chair of the Committee, to assist the Chair in an advisory capacity.

BE IT FURTHER RESOLVED that the “Membership” Committee previously established, is hereby
continued and shall consist of members of the association in good standing, appointed by the Vice
President of Membership, to assist the Vice President of Membership in the discharging of their duties,

BE IT FURTHER RESOLVED that the “Conference” Committee is hereby established and shall consist of
members of the association in good standing, appointed by the Vice President of Conferences, to assist
the Vice President of Conferences in the discharging of their duties,

BE IT FURTHER RESOLVED that the “Programs” Committee is hereby established and shall consist of
members of the association in good standing, appointed by the Vice President of Programs, to assist the
Vice President of Programs in the discharging of their duties,

BE IT FURTHER RESOLVED that the “Communications” Committee is hereby established and shall consist
of members of the association in good standing, appointed by the Vice President of Communications,
to assist the Vice President of Communications in the discharging of their duties,

BE IT FURTHER RESOLVED that the “Educational Services” Committee is hereby established and shall
consist of members of the association in good standing, appointed by the Vice President of Educational
Services, to assist the Vice President of Educational Services in the discharging of their duties,

BE IT FURTHER RESOLVED that the “Workforce Readiness” Committee, is hereby established and shall
consist of members of the association in good standing, appointed by the Vice President of Workforce
Readiness, to assist the Vice President of Readiness in the discharging of their duties,

BE IT FURTHER RESOLVED that the “Sponsorship” Committee is hereby established and shall consist of
members of the association in good standing, appointed by the Vice President of Sponsorship, to assist
the Vice President of Sponsorship in the discharging of their duties,

BE IT FURTHER RESOLVED that the “Legislation” Committee is hereby established and shall consist of
members of the association in good standing, appointed by the Vice President of Legislation, to assist
the Vice President of Legislation in the discharging of their duties,

BE IT FURTHER RESOLVED that the “Special Programs” Committee previously established, is hereby
continued and shall consist of members of the association in good standing, appointed by the Chair of
the Committee, to assist the Chair in the oversight of special programs determined by the Board, and
that the Chair shall be appointed by the President with the advice and consent of the Board, pursuant to
Section 8.3 of the Bylaws,

BE IT FURTHER RESOLVED that the “Foundation” Committee previously established, is hereby continued
and shall consist of members of the association in good standing, appointed by the Chair of the
Committee, to assist the Chair in the oversight of SHRM Foundation initiatives, determined by the
Board, and that the Chair shall be appointed by the President with the advice and consent of the Board,
pursuant to Section 8.3 of the Bylaws,

BE IT FURTHER RESOLVED that the “Diversity” Committee previously established, is hereby continued
and shall consist of members of the association in good standing, appointed by the Chair of the
Committee, to assist the Chair in the oversight of diversity initiatives, determined by the Board, and that
the Chair shall be appointed by the President with the advice and consent of the Board, pursuant to
Section 8.3 of the Bylaws,

BE IT FURTHER RESOLVED that the “Young Professionals” Committee previously established, is hereby
continued and shall consist of members of the association in good standing, appointed by the Chair of
the Committee, to assist the Chair in the oversight of young professional engagement initiatives,
determined by the Board, and that the Chair shall be appointed by the President with the advice and
consent of the Board, pursuant to Section 8.3 of the Bylaws,

BE IT FURTHER RESOLVED that the “International Liaison” Committee previously established, is hereby
continued and shall consist of members of the association in good standing, appointed by the Chair of
the Committee, to assist the Chair in the oversight of international relations initiatives, determined by
the Board, and that the Chair shall be appointed by the President with the advice and consent of the
Board, pursuant to Section 8.3 of the Bylaws,

BE IT FINALLY RESOLVED that these resolutions are intended to supersede any other existing resolutions
of the Board to the extent such existing resolutions are inconsistent with these resolutions.

Adopted May 15, 2018