SHRM Georgia State Council, Inc.

By-Laws

ARTICLE I

NAME

The name of the Council shall be The SHRM Georgia State Council, Inc.(here in after referred to as the Council.). The Council shall officially do business (DBA) SHRM Georgia.

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 Ill

PURPOSES

The purposes of the Council shall be to promote the purposes of the Society for Human Resource Management  (SHRM) on a non-profit basis by providing a structure  for SHRM members in the State of Georgia (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 local SHRM chapters (Chapters), the Council, and the appropriate SHRM Regional Council, provision of services to all members  of the human resource management profession within the State, and the provision of membership 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 Governing  Body of the Council 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. The following  shall be members of the Governing Body with voting rights (except in cases where these positions are contracted  out on a pay- forĀ­ services basis): one (1) State Director; one (1) Secretary and one (1) Treasurer one (1) Marketing Communications Director, one (1) Information Technology Director, one (1) Membership Director, one (1) Young Leader/Emerging Professional Director, one (1) Industry Certification Director, one  (1) Governmental Affairs Director; one (1) Diversity Director; one (1) Workforce  Readiness Director; one (1) College Relations Director; one (1) Certification  Director; one (1) SHRM Foundation Director; one (1) International  Director; one (1) Professional Development  Director; one (1) State Conference Chair; one (1) State Director-Elect; one (1) immediate Past- State Director; as many Chapter Presidents as there are Chapters within  the State, as many District Directors as deemed necessary by the State Director to meet the State needs, and such  future positions that are  mandated by  the Council, maximum number  not to exceed 50 percent of the SHRM Chapters in the State; and as many At-Large Directors as deemed necessary by the State Director, to meet the State's at-large membership  needs, but at least one (1) At-Large Director for each Governing Body. In no event shall the aggregate District Directors and At-Large Directors exceed one-third of the total number  of members on the Governing Body. All appointed  members  of the Council should reflect  the regional areas within the State.

C.  Qualifications. All members  of the Governing  Body, both voting and non- voting, must be SHRM members  in good standing throughout  the duration  of participation on the Council.  The Membership  Director is required to be a dual member of both SHRM National and the local council/chapter. The Council/Chapter Certification Director is required to be a dual member of both SHRM national and the council/local chapter AND must either hold or be pursuing SHRM certification.

D.  Election and Appointment-Term of Office.

1.   The State Director-elect shall be elected from the Governing Body of the current or two previous Fiscal Years, by members with voting rights, of the current Governing  Body   The election  shall normally  take place no later than November, immediately  prior to the beginning of the term of office. The term of office shall be two Fiscal Years, after which the State Director-elect shall become the State Director

2.  The term of office for State Director  shall be two Fiscal Years.

3.  Except in cases where such positions  are contracted  out on a pay-for-  service basis, the Director-Elect, Secretary, Treasurer, Marketing Communications Director, Information Technology Director, and Membership Director  shall be nominated  by the State Director  and elected by members, with  voting rights, of the current Governing  Body. Their term of office shall be two Fiscal Years.

4.    District  Directors, Emerging Leaders/Young Professionals Director, Industry Certification Director, Governmental  Affairs Director, Diversity Director, Workforce  Readiness Director, College Relations Director, HRCI Certification  Director, SHRM Foundation  Director, International Director, Professional Development  Director, State Conference Director, and At-Large Directors  shall be appointed  by the State Director. Their term of office shall be one Fiscal Year; however, they may be reappointed  to serve additional  terms up to a maximum  of four Fiscal Years.

5.  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; including but not limited  to at-large SHRM members, student chapter presidents, student  chapter advisors.

6.  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.

E.   Removal.  Any member of the Governing Body may be removed for nonĀ­ performance or actions contrary  to the best interests  of the Council or SHRM upon a two-thirds vote of the members  present (a  quorum being established)  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 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.  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 quarterly each year, the first of such meetings which shall be held before March 31.

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.  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 or mailed to each member  at least fifteen  (15) days before such meeting. Such notice may be provided  by e-mail or fax.

J.   Quorum; Governing Body Action:  One-third  (1/3)  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 at any meeting at which there  is a quorum  shall be the act of the Governing Body, except to the extent  that the Bylaws or state law may require a greater number

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  will preside or 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 Marketing Communications Director, Information Technology Director, Membership Director, 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 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. These Committee Chairs do not have voting rights on the Council.

ARTICLE  IX

Mail or electronic ballots can be used for the election of officers provided the Council has at least one in-person meeting that Fiscal 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 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 recant State Council status upon such body.

Article XI

RELATIONSHIPS

The Council is a separate legal entity from SHRM. It shall not be deemed to be an agency or instrumentality of SHRM or another Council, and SHRM shall not be deemed to be any agency or instrumentality of the Council. The Council shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM The Council shall not contract  in the name of SHRM without the express written consent of SHRM.

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, 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 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  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 approved by the SHRM Council Director  or his/her designee, as being in furtherance of the purposes of SHRM and 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

ARTICLE  XVI

INDEMNIFICATION

A. The Corporation  shall indemnify  any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding, whether  civil, criminal, administrative  or investigative, other than an action by or in the right of the Corporation, by reason of the fact that such person is or was a director  or officer of the Corporation,  or is or was serving at the request  of the Corporation  as a director  or officer  of another  corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts  paid in settlement  actually and reasonably  incurred  by such person in connection with  such action, suit or proceeding, including  attorney

fees, if such person acted in good faith and in a manner  such person reasonably believed to be in or not opposed  to the best interests  of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct  was unlawful. The termination of any

action, suit or proceeding  by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself  create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests  of the Corporation, and, with  respect to any criminal action or proceeding, had reasonable cause to believe that  such person's conduct was unlawful.

B. The Corporation  shall indemnify  any person who was or is a party, or is threatened  to be made a party, to any threatened,  pending or completed action or suit by or in the right of the Corporation  to procure a judgment  in its favor by reason of the fact that such person is or was a director  or officer  of the Corporation, or is or was serving at the request of the Corporation  as a director or officer of another  corporation,  partnership, joint venture, trust  or other enterprise  against expenses actually and reasonably incurred  by such person in connection  with the defense or settlement  of such action or suit, including attorney  fees, if such person acted in good faith and in a manner  such person reasonably believed to be in or not opposed to the best interests  of the Corporation  and except that  no indemnification shall be made in respect of any claim, issue or matter  as to which such person shall have been adjudged  to be liable to the Corporation  unless and only to the extent that the court in which such action or suit was brought  shall determine  upon application  that, despite the adjudication  of liability  but in view of all the circumstances of the case, such person is fairly and reasonably entitled  to indemnity  for such expenses which the court  shall deem proper.

C.  To the extent that a director  or officer of the Corporation  has been successful on the merits or otherwise  in defense of any Action, suit or proceeding  referred  to in subparagraphs A. and B of this Article, or in defense of any claim, issue or matter  therein, such director  or officer shall be indemnified  against expenses actually and reasonably incurred  by such person in connection  therewith, including  attorney  fees.

D.  Any indemnification under subparagraph  A. and B of this Article, unless ordered by a court, shall be made by the Corporation  only as authorized  in the specific case upon a determination that indemnification of the director or officer  is proper  in the circumstances because such director  or officer has met the applicable standard of conduct  set forth  in subparagraphs A. and B of this Article 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 written  opinion, or (c) by the members.

E.  Expenses incurred  by a director  or officer  in defending  a civil or criminal action, suit or proceeding  may be paid by the Corporation  in advance of the final disposition  of such action, suit or proceeding  upon receipt of an undertaking  by or on behalf of the director  or officer  to repay such amount if it is ultimately determined  that the director  or officer is not entitled  to be indemnified  by the Corporation  as authorized  in this Article  Such expenses incurred  by other employees and agents may be so paid upon such terms and conditions,  if any, as the board of directors  deems appropriate

F.  The indemnification and advancement of expenses provided by, or granted pursuant to, the other subparagraphs of this Article shall not be deemed exclusive of any other right to which those seeking indemnification or advancement of expenses may be entitled  under any Bylaw, agreement, vote of members  or disinterested directors  or otherwise,  both as to action in a person's official capacity and as to action in another  capacity while holding such office.

G.  The Corporation  shall have power to purchase and maintain  insurance on behalf of any person who is or was a director,  officer, employee  or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another  corporation, partnership, joint venture, trust  or other  enterprise, against any liability  asserted against that person and incurred  by that person in the appointed capacity, or arising out of that person's status as serving in such capacity, whether  or not the Corporation  would have the power  to indemnity  the person against liability  under the provisions  of this Article

H.  For purposes of this Article, references to "the Corporation"  shall include, in addition  to the resulting corporation,  any constituent  corporation (including  any constituent  of a constituent)  absorbed in a consolidation  or merger which, if its separate existence had continued  would have had power  and authority  to indemnify  its directors  or officers, so that any person who is or was a director  or officer  of such constituent  corporation, or is or was serving at the request  of such constituent  corporation  as a director  or officer  of another  corporation, partnership,  joint venture, trust  or other  enterprise,  shall stand in the same position  under this Article with respect to the resulting  or surviving corporation as such person would have with respect to such constituent  corporation  if its separate existence had continued

I.  For purposes of this Article, reference  to "other  enterprises"  shall include employee  benefit  plans, references to "fines"  shall include any excise taxes assessed on a person with respect to any employee  benefit plan, and reference  to "serving at the request of the corporation"  shall include any service as a director  or officer of the Corporation  which imposes duties on, or involves services by, such director  or officer  with respect to an employee  benefit  plan, its participants  or beneficiaries, and a person who acted in good faith and in a manner such person reasonably belied to be in the interest of the participants  and beneficiaries of an employee  benefit  plan shall be deemed to have acted in a manner "not  opposed to the best interests  of the corporation" as referred to in this Article.

J.   The indemnification and advancement of expenses provided  by, or granted pursuant  to, this Article shall, unless otherwise  provided  when authorized or ratified,  continue  as to a person who has ceased to be a director  or officer and shall inure to the benefit  of the heirs, executors and administrators  of such a person

K.  Any repeal or modification of this Article shall not affect any action theretofore taken pursuant  to the terms of this Article  prior to the time of such repeal or modification.

SHRM Georgia State Council 

5174 McGinnis Ferry Road, Box #207, Alpharetta, GA 30005


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