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BY-LAWS FOR HR STATE COUNCIL OF NEW HAMPSHIRE

    BY-LAWS FOR HR STATE COUNCIL OF NEW HAMPSHIRE

    ARTICLE I: NAME

    The name of the State Council shall be The HR State Council of New Hampshire (hereinafter referred to as “the State Council of SHRM” or “the State Council” or “the Council”). To avoid potential confusion, The State Council will refer to itself as the “NH State Council”, and not as “SHRM” of 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 purpose of the Council shall be on a non-profit basis to promote the goals and principles of the Society for Human Resource Management (SHRM) by providing a structure for SHRM members in the State of New Hampshire (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 and the human resources professions as a whole, including, without limitation, the provision of channels of communication between Chapters, the State Council, and the appropriate Regional Council, provision of services to all members of the human resource management profession with the State, and the provision of leadership training at the State level.

    ARTICLE IV: FISCAL YEAR

    The fiscal year of the State Council shall run from January 1 through December 31.

    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) State Director; one (1) State Director-Elect, one (1)Secretary/Treasurer (1) Immediate Past Director; one (1) Director for each Core Leadership area (CLA) established by SHRM, as many Chapter Presidents as there are SHRM Chapters within the State; other State Council Directors as deemed necessary by the State Director to meet the State needs and as many At-Large Directors as deemed necessary to meet the State's at-large membership needs. The State Council Governing Body will be comprised of not more than 28 members.

    2. In the event that a sitting Chapter President is not able to attend a meeting where a vote is scheduled, the Chapter President can identify an alternate member of the Chapter to participate in the State Council meetings and to vote of behalf of the Chapter.

    3. The Governing Body shall contain as many non-voting participants, as the State Director deems necessary and appropriate to perform the functions of the State Council.

    C. Qualification.

    All members of the Governing Body, both voting members and non-voting members, must be SHRM members in good standing throughout the duration of participation on the Governing Body. At-Large Directors shall represent the State's at-large membership and 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 and Governing Body feel should participate in the Council in the best interest of the Council and SHRM, including without limitation, those positions responsible for certification, college relations, membership coordination, student chapter presidents, student chapter advisors, and representatives from other recognized human resource organizations within the state.

    D. Election and Appointment/Term of Office.

    1. The State Director and the State Director-Elect shall be elected from the current year’s Governing Body by its voting no later than November of each year for the upcoming year. The President of each SHRM Chapter within the State shall be an ex-officio Chapter President on the Governing Body with full voting rights. At-Large Directors, and members serving in the Core Leadership area positions shall be appointed by the State Director. The Secretary/Treasurer shall be nominated by the State Director and elected by a majority vote of the Governing Body upon which the Secretary/Treasurer will serve and will have full voting rights.

    2. Non-voting participants shall be appointed by the State Director with the concurrence of the Governing Body on which such non-voting participants will serve. Non-voting participants may be responsible for committee activity to include such leadership areas as certification, college relations, workforce readiness, diversity, and SHRM Foundation. Additional non-voting participants may be appointed by the State Director to include student chapter president, student chapter advisors, representatives from other recognized human resource organizations and others who the Governing Body feels should participate in the best interests of the Society.

    3. Leaders filling all positions on the State Council, both voting and nonvoting, must be 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. The State Director will serve one two-year term while members serving in the Core Leadership area positions and the position of Secretary-Treasurer may serve one additional two-year term for a total of two consecutive terms. All others may serve in the same position for not more than two consecutive years.

    E. Removal. Any member of the Governing Body may be removed for actions contrary to the best interests of the Council or SHRM, upon a two-thirds vote of the entire voting members of 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. Any vacancy in the State Director position shall be filled for the unexpired term by the State Director-Elect or if such a position is vacant, by the vote of a majority of the Governing Body in attendance at any duly constituted meeting. Any vacancy in any other position on the Governing Body other than Chapter Presidents, shall be filled by appointment by the State Director with the concurrence of that person or body which must concur in the original appointment of such position. Any vacancy in the Chapter President position will be filled as and when the respective Chapter elects or appoints a new President.

    G. Governing Body Meetings. The Governing Body shall meet at least six times each year. 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 case of the absence or disability of the State Director, by the State Director-Elect, or the Secretary/Treasurer. A special meeting shall 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 given, mailed or e-mailed to each member at least ten (10) days before such meeting or such greater period as my be required by State law.

    J. Quorum: Governing Body Action. One-half (1/2) 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, or by conference phone at any meeting at which there is a quorum shall be the act of the Governing Body except to the extent that 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 Secretary/Treasurer shall serve in those combined roles respectively on the Council.

    ARTICLE VII: RESPONSIBILITIES 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/Treasurer and distributed to the members. The position descriptions are subject to change as deemed necessary by the State Council Director and/or the Governing Body.

    ARTICLE VIII: COMMITTEES

    Committees of the Governing Body may be appointed by the State Director, subject to such conditions or 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, if such exists, the Secretary/Treasurer, and any other voting member of the Governing Body appointed by 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 take action upon.

    ARTICLE IX: ELECTRONIC VOTING*

    Mail or electronic ballots can be used for the election of officers as well as other action requiring a vote by the State Council members 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 interest of SHRM. Prior to the withdrawal of such status, the State Council shall have an opportunity to review 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 entire number of voting SHRM Board of Directors and the consent of the body which has had State Council status withdrawn, may reconfer 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 any 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 State 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, local New Hampshire SHRM Chapters, an endowment fund at a university, or other such organization or charity in keeping with the purposes of this State Council).

    ARTICLE XIII: STATEMENT OF ETHICS

    The State 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 Governing Body 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 Council.

    ARTICLE XV: BYLAW AMENDMENTS

    The Bylaws of the Council may be amended by a two-thirds (2/3) vote of the Governing Body voting members in person or by two-thirds (2/3) vote electronically, provided such proposed amendment is circulated in writing at least fifteen (15) days prior to such meeting or electronic vote and provided such amendments have been preapproved by the SHRM President/CEO or his/her designee, as being in furtherance of the purposes of SHRM and are not in conflict with the Society’s Bylaws or the Governance Committee on behalf of the Board, and are not in conflict with the Society’s 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.

    Approved 2014