Following the Path to Chapter Affiliation. SHRM Chapter Affiliation Guide

Following the Path to Chapter Affiliation SHRM Chapter Affiliation Guide 1

Table of Contents SHRM Organization...2 Statement of Purpose...3 SHRM Vision...3 SHRM Mission...3 SHRM Structure...3 Affiliation Benefits Your Organization...3 Advantages for Your Members...5 What Does It Take?...5 Affiliation Process...5 What Assistance Is Available?...6 What s Our Next Step?...6 Congratulations! You re an Affiliated Chapter!...7 Exhibit 1 Model Chapter Bylaws...8 Exhibit 2 Chapter Charter Agreement... 13 Exhibit 3 Petition for Chapter Affiliation... 16 Exhibit 4 Direct Deposit (ACH) Request Form...18 Exhibit 5 Submission Memo/Checklist... 19 Exhibit 6 Sample Chapter Chartering Ceremony...20 Exhibit 7 SHRM Regional Map and Regional Team Contact Information... 21 SHRM Organization The Society for Human Resource Management (SHRM) is the world s largest association devoted to human resource management. Representing more than 250,000 members in over 140 countries, the Society serves the needs of HR professionals and advances the interests of the HR profession. Founded in 1948, SHRM has more than 575 affiliated chapters within the United States and subsidiary offices in China and India. Visit SHRM Online at www.shrm.org. 2

Statement of Purpose The purposes of the Society shall be to promote the use of sound and ethical human resource management practices in the profession and: To be a recognized world leader in human resource management; To provide high-quality, dynamic and responsive programs and services to our customers with interests in human resource management; To be the voice of the profession on human resource management issues; To facilitate the development and guide the direction of the human resource profession; and To establish, monitor and update standards for the profession. SHRM Vision SHRM will be a globally recognized authority whose voice is heard on the most pressing people management issues of the day now and in the future. SHRM Mission SHRM is the global HR professional organization that exists to: Build and sustain partnerships with human resource professionals, media, governments, non-governmental organizations, businesses and academic institutions to address people management challenges that influence the effectiveness and sustainability of their organizations and communities. Provide a community for human resource professionals, media, governments, non-governmental organizations, businesses and academic institutions to share expertise and create innovative solutions on people management issues. Proactively provide thought leadership, education and research to human resource professionals, media, governments, non-governmental organizations, businesses and academic institutions. Serve as an advocate to ensure that policy makers, law makers and regulators are aware of key people concerns facing organizations and the human resource profession. SHRM Structure SHRM operates with a volunteer board of directors elected by the Society s membership. The board of directors is responsible for upholding SHRM s vision, purpose and values; setting the policies, direction and priorities of the Society; ensuring that SHRM has highly effective leadership; providing fiduciary oversight; and maintaining the integrity of SHRM services and products developed for the benefit of SHRM members. SHRM staff under the direction of the president/ CEO manage and control the property, affairs and day-to-day operations of the Society. In order to facilitate communications and to serve as the direct link between the SHRM Board, regional councils and local SHRM chapters, each state has a state council headed by an elected state council director. Each state director has the opportunity to represent the state s interest as a member of his or her respective regional council. Likewise, each chapter president has the opportunity to represent the chapter s interests as a voting member of the state council. The state council members will provide invaluable guidance and will be vitally important to your organization should you decide to seek affiliation with SHRM. Your state council director and regional team are your key SHRM contacts. Affiliation Benefits Your Organization There are more than 575 SHRM-affiliated chapters and the number continues to grow. Each chapter establishes its own bylaws. Although chapter bylaws must not conflict with the intent of the bylaws of SHRM, each chapter enjoys autonomy per the Chapter Charter (See Exhibit 2 Chapter Charter Agreement). Access to a National Network of Chapters While the value of peer exchange on an individual level is often stressed, not enough is said about a similar exchange of information between like organizations. Chapter affiliation taps you into this network of more than 575 chapters, which can be excellent sources of information and support. Billing Autonomy SHRM invoices all members directly for their dues. If your chapter decides to assess local chapter dues, it is the chapter s responsibility to invoice 3

and collect such dues. Some chapters offer reduced local dues or charge no local dues to SHRM members. Chapter Financial Support Payment (CFSP) Program This program is designed to aid affiliated chapters in meeting their financial needs. The SHRM CFSP Program returns a portion of a member s dues to a chapter. During 2012, the following formula will be in place. 100% chapters 100% chapters require all members of the chapter to be members of SHRM. The chapter will receive $25 per year, per SHRM member, paid in quarterly payments of $6.25 per member. Non-100% chapters Non-100% chapters do not require all chapter members to be members of SHRM. Non-100% chapters will receive $10 per year, per SHRM member, paid in semi-annual payments of $5 per member. In addition, as part of the SHRM CFSP Program, eligible chapters receive a net-gain payment during the first quarter of each year. For the first year, the net-gain payment is calculated by subtracting the eligible chapter s SHRM membership total (at the time of affiliation) from the chapter s Dec. 31 SHRM membership total for the year and multiplying the increase by $25. In subsequent years, the net-gain payment is calculated by subtracting the SHRM membership total as of Dec. 31 of the last year from the Dec. 31 total for the current year and multiplying the increase by $25. An affiliated chapter is entitled to all rights and benefits of affiliation, but assumes no financial responsibility to SHRM. SHRM reserves the right to amend this program. SHRM Fundamentals of Chapter Operations This free manual is one of many tools designed to assist chapter leaders in the management and operation of their chapter. The manual provides a quick glance at SHRM as a professional society, including its volunteer structure, basic fundamentals of chapter operations and other areas of interest. SHRM Leadership Conference Held each November in the Washington, D.C., area, the SHRM Leadership Conference offers workshops and seminars designed to assist key SHRM volunteer leaders in networking and sharing information on chapter program planning, finances, membership promotion, etc., as well as an update of SHRM activities and policies. SHRM covers the cost of conference registration, designated meals and select accommodations for the chapter s president or president-elect. Additional chapter leaders may attend, but are responsible for the conference registration fee and overnight accommodations. All attendees are responsible for their own transportation. SHRM membership is required to attend. Webcasts/Webinars As an extension of the Leadership Conference learning experience, SHRM provides educational training for our leaders through monthly webcasts/webinars. This is an opportunity for SHRM volunteer leaders to gain additional knowledge on topics to help grow their organizations. Legislative Updates Regular legislative updates are an important addition to chapter meetings. Chapters are encouraged to appoint a legislative representative who can keep the chapter apprised of HR-related legislative issues. Legislative and regulatory updates at both the federal and state level are available online at www.shrm.org/ government. Core Leadership Areas (CLA) SHRM provides yearly guidance to assist your chapter in setting goals and direction around seven areas of focus: College Relations, Diversity, Government Affairs, HR Certification Institute Certification, Membership, SHRM Foundation, and Workforce Readiness. Where possible, chapters are encouraged to have board members who will focus on each of these seven areas. SHRM Affiliate Web Site Program Through this program, SHRM provides a domain name and hosts the chapter s Web site at no cost to the chapter. SHRM also provides Web site content-management software to the chapter so that it can easily maintain its site. Mailing Information for At-Large Members SHRM can provide the names and mailing addresses of SHRM members within your area who are currently not affiliated with a local chapter (at-large members). This information can be used as a recruiting tool for increasing chapter membership. SHRM has also created a brochure titled What s In It For ME?, which outlines the value of belonging to both SHRM and the local chapter. These are available at no charge to SHRM-affiliated chapters. 4

SHRM Affiliate Program for Excellence (SHAPE) This program provides guidance to chapters on their scope of work and recognizes those achieving excellence in operations, service to members and their community, and alignment with the SHRM mission and vision. A planning workbook is available for the calendar year, and chapters are required to complete the online year-end report. There are specific requirements for a chapter to remain in good standing. Requirements for the recognition levels of Bronze, Silver, Gold and Platinum are over and above the baseline requirements for good standing. Volunteer Leaders Resource Center (VLRC) This online resource center which provides volunteers with a wide variety of information, resources and tools to guide and assist them in their chapter leadership roles can be found at www.shrm.org/vlrc. Regional Team Each of the five SHRM regions has a team of staff members dedicated to assisting the volunteers in their respective region. These regional teams, comprised of Field Services Directors and Regional Administrators, serve as liaisons and central contacts for SHRM volunteer leaders. A complete listing of the regional team members may be found in the Volunteer Leaders Resource Center at www.shrm.org/vlrc. Click on Locate Your Regional Team. Stature of Being a Part of the World s Largest HR Association Affiliation with SHRM is among the most recognizable symbols of your chapter s commitment to the HR profession. Advantages for Your Members SHRM addresses the multifaceted demands of the rapidly changing HR profession by bridging the information gap with services including publications, online services, problem-solving channels, professional development aids, webcasts, e-learning, public affairs programs and research. SHRM Online (www.shrm.org) is the premier source for HR information online. The site includes daily news updates, selected articles from SHRM publications, links to other HR Web sites, information on SHRM activities, job openings and a variety of toolkits on HRrelated topics. In member-only areas, members can chat with colleagues through an interactive bulletin board, and online networking tools, locate other members by searching the Online Member Directory, obtain HR survey results, download SHRM research papers and get the latest legislative updates. In addition, SHRM offers its members such services as outstanding conferences on various human resource management topics; an HR Knowledge Center for members who need the latest data; a lending library; discounts on top-selling HR books; and numerous awards programs. SHRM maintains a vital link with the nation s capital through its Government Affairs Department, which monitors federal and state regulatory activities that may affect present and future HR professionals. Information is provided to the membership by various means, and can easily be accessed online by SHRM members at www. shrm.org/government. What Does It Take? Organizations applying for SHRM affiliation on or after 1/1/2012 must meet the following criteria: Chapter presidents must be current SHRM members in good standing during their terms of office, and this requirement must also be stated in the chapter s bylaws. Minimum SHRM membership:»100% chapter If your organization will be affiliating as a 100% chapter, you must have a minimum of 25 members and all chapter members must be SHRM members to affiliate. The minimum requirement and 100% member status must be maintained.»non-100% chapter If your organization will be affiliating as a non-100% chapter, you must have a minimum of 25 SHRM members and 51% of your total chapter membership must be SHRM members. The minimum requirements must be maintained. The chapter bylaws must not conflict with the intent of the bylaws of SHRM. (See Exhibit 1.) Affiliation Process The SHRM chapter affiliation process is straightforward. If your HR organization is considering SHRM chapter status, please consult with your regional team (locate your regional team at www.shrm.org/chapters/resources/ regteam.asp) to discuss the options available to best serve the HR professionals in your geographical area. In some cases, it may be best to consider becoming a subgroup of an existing SHRM chapter rather than a new chapter. Your regional team can explain the advantages of these alternative structures. 5

A human resource organization interested in affiliating with SHRM submits to the appropriate state council director: A completed and signed Petition for Chapter Affiliation. (See Exhibit 3.) A copy of the proposed chapter s bylaws for review and approval by SHRM. A roster of the proposed chapter s current membership for audit by SHRM. A completed and signed Chapter Charter Agreement (See Exhibit 2.) A completed and signed Direct Deposit (ACH) Request Form. (See Exhibit 4.) A checklist in the form of a memo to your state council director (see Exhibit 5) is provided to assist you. Your state council director will forward the above items to SHRM for final review and approval. Each petition is considered on an individual basis. Each of the documents (exhibits) is available in the VLRC for download as well. What Assistance Is Available? SHRM headquarters staff and volunteer leaders in your area are available to provide assistance through the affiliation process, including: Information on both chapter and member benefits and services. Mailing addresses of current SHRM members in your local area not affiliated with another chapter (at-large members). A list of chapter leaders for networking. Assistance in preparing chapter bylaws. Promotional materials applications, sample publications and surveys/reports for display and distribution. Sample chapter leader position descriptions. What s Our Next Step? 1. You ve already taken the first step by contacting SHRM about affiliation! 2. Choose a name for your chapter if you don t already have one. This name may include the city where your meetings take place, or it may be a regional name, or it may take the name of a landmark or geographic site in your area. It may include the name Society for Human Resource Management or the acronym SHRM. The name must be different enough from SHRM s own name as to not create confusion to the member or prospective member between SHRM and the chapter (good examples are SHRM-Atlanta, SHRM of Greater Tucson and Northern Virginia SHRM). Your regional team can help you choose a name that is not currently in use. 3. Create and review the structure and content of your chapter bylaws against the model chapter bylaws provided in this guide for compatibility. Amend where needed. SHRM-affiliated chapters are autonomous, but their bylaws must not be in conflict with the intent of the bylaws of SHRM. (If your organization is affiliating as a 100% chapter, your bylaws should reinforce the requirement that all chapter members must be SHRM members. See the model bylaws for sample wording.) The bylaws must be approved by SHRM. 4. Complete and sign the chapter charter. The charter defines the relationship between SHRM and each of its affiliate chapters. Information in the charter should be shared with your board of directors so they completely understand the affiliation with SHRM. 5. Create a membership roster for submission. This may be your directory or simply a list of all current members. SHRM will verify the membership status of all members listed on the roster. 6. If it appears that the existing number of SHRM members in your organization falls short of the affiliation standards for filing a petition, create a plan to increase membership using some or all of the following suggestions: a. Work with your SHRM regional team and state council director in developing a strategic plan of action. b. Secure mailing addresses for current SHRM members in your local area who are not affiliated with another SHRM chapter (at-large members). c. Target a mailing to these at-large members. d. Have a speaker or program on the benefits of individual membership in SHRM, using SHRM headquarters staff, your regional team, your state council director, or state council district directors in your area. 6

7. Once you ve determined that your chapter meets the affiliation standards, submit a completed Petition for Chapter Affiliation, a completed and signed Chapter Charter Agreement, a completed Chapter Leader Information Form (found at http://fs16.formsite. com/robgatesshrmorg/form8/index.html) along with your roster/directory, a signed Direct Deposit (ACH) Request Form and a copy of your bylaws to your state council director. Using the checklist will assist you in ensuring you have the complete package. 8. Your state council director and regional team will review the affiliation materials and forward the completed packet to SHRM for approval of the affiliation request. 9. Once approved, you will receive notification from your regional team and an official affiliation date can be arranged. Should a petition not receive approval, you will receive notification outlining the reasons from your regional team. Congratulations! You re an Affiliated Chapter! Once your Petition for Chapter Affiliation has been approved, traditionally, a chartering ceremony takes place. Here are some suggestions to help your chapter plan for this event: Assign responsibility to a committee or an individual to handle the meeting arrangements, publicity and invitations. Choose the date of the ceremony; work with your regional team to establish a date as far in advance as possible. Arrange for a meeting place at least three to four weeks prior to the date of the ceremony. Prepare news releases for the local media such as newspapers, radio and TV (e.g., community channels). A sample press release is available in the VLRC under Resources for Affiliating a New Chapter at http:// www.shrm.org/communities/volunteerresources/ ResourcesforAffiliatingasaNewChapter/Pages/default. aspx. Send invitations to your chapter members and prospective members in your area. (SHRM at-large member mailing addresses can be supplied by SHRM headquarters.) Also extend invitations to area business leaders, your Chamber of Commerce, local government officials, spouses and supervisors of chapter members, etc. Your regional team will notify your state council director. However, a personal invitation from the chapter to your state council director is encouraged. The entire event should be festive! After all, this is a brand new beginning for the chapter, and you will want everyone to have fond memories of this event for years to come. Chapter officers may be officially installed at this event by a member of your SHRM regional team or state director. Presentations and short speeches are in order. Generally, your regional team and/or a SHRM volunteer leader will present the chapter charter certificate and distribute individual charter certificates to charter members of the chapter. Other individuals may make presentations at the chapter s discretion. (See Exhibit 6.) Your regional team is always available for additional suggestions and assistance as you plan your chapter chartering event. Once your chapter is officially an affiliate, you ll want to take advantage of the benefits of affiliation, including sharing the brand recognition the Society has created. As part of the signed Chapter Charter Agreement is a license agreement to use the SHRM AFFILIATE OF logo. Chapters are expected to prominently display the logo on all chapter materials and communication pieces. A statement of affiliation should also be included when appropriate (for example, on the chapter s Web site). It is critical, however, to use the AFFILIATE OF SHRM logo correctly and according to the Graphics Standards Manual for Affiliates (available in the VLRC at www.shrm. org/vlrc), a guidebook on trademark and logo usage. Questions on the use of SHRM s trademarks should be directed to a member of your regional team. 7

Exhibit 1 Model Chapter Bylaws ARTICLE 1 NAME AND AFFILIATION Section 1.1: Name. The name of the Chapter is (herein referred to as the Chapter ). To avoid potential confusion, the Chapter will refer to itself as (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. viii. to serve as an important vehicle for introducing human resource management professionals to SHRM; to serve as a source of new members for SHRM; and to serve as part of the two-way channel of communications between SHRM and the individual members. The Chapter supports the purposes of SHRM, which are: a. to be a recognized world leader in human resource management; b. to provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management; c. to be the voice of the profession on human resource management issues; d. to facilitate the development and guide the direction of the human resource profession; and e. to establish, monitor and update standards for the profession. ARTICLE 2 PURPOSE The purposes of this Chapter, as a non-profit organization, are: i. to provide a forum for the personal and professional development of our members; ii. iii. iv. to provide an opportunity to develop leadership, managerial, public speaking and group decisionmaking skills; to provide an arena for the development of trust relationships where common problems can be discussed and deliberated; to provide an opportunity to focus on current human resource management issues of importance to our members; v. to provide a focus for legislative attention to state and national human resource management issues; vi. vii. to provide valuable information gathering and dissemination channels; to provide a pool of human resource management leaders for perpetuation of the Chapter and of SHRM; ARTICLE 3 FISCAL YEAR The fiscal year of the Chapter shall be the calendar year. ARTICLE 4 MEMBERSHIP Section 4.1: Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in Sections 4.3, 4.4, 4.5, and 4.6 of this Article. (NOTE: If you are a 100% Chapter, include the following language here: The Chapter is a 100% Chapter of SHRM, and all Chapter members are required to be members in good standing of SHRM.) 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 8

one or more of the following: (a) practitioners of human resource management at the exempt level for at least three years; (b) certified by the HR Certification Institute; (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 and have at least three years of experience at this level of teaching; (d) full-time consultants with at least three years experience practicing in the field of human resource management; and/or (e) full-time attorneys with at least three years 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: Associate Members. Individuals in non-exempt human resource management positions as well as those individuals who do not meet the qualifications of the other classes of membership, but who demonstrate a bona fide interest in human resource management and the mission of the Chapter. Associate members may not vote or hold office in the Chapter. 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 reviewed by the Vice President of Membership and approved by the Board of Directors or their designee. New members shall be afforded full membership rights from the date of application approval by the Board of Directors or their designee. Section 4.8: Voting. Each Professional member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Associate and Student Members are not eligible to vote. Votes shall be tallied by an Ad Hoc Committee 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. (NOTE: If applicable, suggested additional sentence Annual chapter dues shall be waived for individuals who are members of both SHRM and this Chapter. ) Section 4.10: (100% Chapters only, include this section) Termination of Membership. Any member failing to maintain membership in SHRM will forfeit his/her membership in the Chapter. ARTICLE 5 MEMBER MEETINGS Section 5.1: Regular Meetings. Regular meetings of the members shall be held on the (insert the Chapter s regular meeting day, as an example third Thursday 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 (insert the appropriate month) 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 a meeting. (NOTE: Check your state law to see if it specifies who can call a special member meeting.) Section 5.4: Notice of Meetings. Notice of all special and annual meetings shall be given to all members at least 10 days prior to the meetings. Notice of regular meetings shall be given to all members at least seven days prior to the meeting. (NOTE: Check your state law to see if greater notice is required for notice of member meetings.) Section 5.5: Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person or by conference call, shall constitute a quorum. (NOTE: Check 9

your state law to see if a greater quorum is required for member meetings.) 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. ARTICLE 6 BOARD OF DIRECTORS Section 6.1: Power and Duties. The Board of Directors (also referred to as the Board ) shall manage and control the property, business and affairs of the Chapter and in general exercise all powers of the Chapter. Section 6.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect, Vice President of Membership, Treasurer, and Secretary. Section 6.3: Composition of the Board of Directors. Along with the Officers listed in Section 6.2 of this Article, the Board of Directors shall also include Core Leadership Area Directors and the Past President. These shall constitute the governing body of the Chapter. Additional Core Leadership Area Directors shall be nominated by the President and elected from among the eligible membership as members of the Board of Directors, should new Core Leadership Areas be established by SHRM. Section 6.4: Qualifications. All candidates for the Board of Directors must be Professional 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. (NOTE: Recommended additional language 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.) Section 6.5: Election Term of Office. Officers and Directors shall be elected by the members at the annual meeting of the membership from the proposed slate of the nominating committee appointed by the Board of Directors at the beginning of each election year. Each elected Officer and Director shall assume office on (insert date) following his/her election and shall hold office for one year or until his/her successor is elected and takes office. Officers and Directors may not be elected to serve more than two (2) consecutive terms in the same position. Section 6.6: 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 6.7: 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, except to the extent that applicable state law may require a greater number. In addition, the Board may act by unanimous written consent of all voting members. Section 6.8: 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. A Professional member in good standing may request the President to place on the agenda of the next regular Board of Directors meeting any action for consideration by the Board of Directors. Section 6.9: 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. 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 distributed to the Chapter Board. The position descriptions are subject to change as deemed necessary by the President and/or the Chapter Board. Section 7.1: The President. The President shall preside at the meetings of the members and of the Board. He/she shall direct the Chapter and have charge and supervision of the affairs and business of the Chapter, subject to the ultimate management authority of the Board of Directors. He/she shall maintain liaison and be a current member in 10

good standing of SHRM throughout the duration of his/ her term of office. Section 7.2: The President-Elect. 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. He/she shall serve as Chair of the Program Committee. This responsibility includes programs conducted at all regular meetings of the members, social functions, and any workshops and/or seminars sponsored by the Chapter as determined by the President and the Board. He/she shall have the authority to appoint subcommittees to plan and implement the activities associated with the program year. The president-elect is encouraged to attend the annual SHRM Leadership Conference. (NOTE: Recommended additional language The chapter requires the president-elect to be a current member in good standing of SHRM throughout the duration of his/her term of office.) Section 7.3: The Vice President of Membership. The Vice President of Membership shall serve as chair of the Membership Committee. He/she shall encourage Chapter and SHRM membership growth and shall maintain the official membership roster of the Chapter. He/she shall have such other powers and perform such other duties as the President may determine. (NOTE: Recommended additional language The chapter requires the Vice President of Membership to be a current member in good standing of SHRM during his/her entire term of office.) Section 7.4: The Treasurer. The Treasurer shall be responsible for 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. He/she shall be responsible for membership billing (NOTE: Recommended replacement language for Chapters in the SHRM Joint Billing Program He/she shall be responsible for coordinating joint membership billing with SHRM.) He/she shall also perform such other duties as the President may determine. (NOTE: Recommended additional language The chapter requires the Treasurer to be a current member in good standing of SHRM throughout the duration of his/her term of office.) Section 7.5: The Secretary. The Secretary shall be responsible for recording the minutes of all meetings of the Chapter, shall be responsible for making all members aware of such meetings, and shall be responsible for coordinating the activities related to the Chapter s newsletter. (NOTE: Recommended additional language The chapter requires the Secretary to be a current member in good standing of SHRM throughout the duration of his/her term of office.) Section 7.6: Core Leadership Area (CLA) Directors. Core Leadership Area Directors shall have such powers and perform such liaison duties as the Board or the President may determine. The responsibility includes awareness sessions and initiatives in the particular CLA as determined by the President and the Board. He/she shall have the authority to appoint sub-committees to plan and implement the activities associated with the CLA for the year. (NOTE: Recommended additional language The chapter requires each CLA Director to be a current member in good standing of SHRM throughout the duration of his/her term of office.) Section 7.7: Past President. The Past President shall serve as an advisor to the President, and fulfill such duties as requested by the President and/or Board of Directors. (NOTE: Recommended additional language The chapter requires the Past President to be a current member in good standing of SHRM throughout the duration of his/her term of office.) ARTICLE 8 COMMITTEES Section 8.1: Committees. The establishment of both standing and ad-hoc committees shall be the right of the Board of Directors. Section 8.2: Committee Organization. Committees in addition to the Nominating Committee are established by resolution of the Board of Directors. Section 8.3: Committee Chairpersons. Appointment of Chairpersons to committees is the sole responsibility of the President. The Chairperson and the President will seek interested members to participate in committee activities. Special Committees or task forces may be organized by the President to meet particular Chapter needs. Section 8.4: Committee Activity. Committees are established to provide the Chapter with special ongoing 11

services, such as Membership, Programs, Professional Development, Communications, Marketing/Public Relations, etc. ARTICLE 9 ELECTRONIC VOTING Mail or electronic ballots can be used for the election of Directors provided the Chapter has had at least one inperson meeting that year. (NOTE: Please check the state laws for guidance on electronic voting privileges, mail election ballots for directors, and applicability for not-forprofit corporations in your state.) ARTICLE 10 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 11 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 12 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 the 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. 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 14 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 15 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. Note* These revised bylaws are not effective until approved and signed by SHRM CEO or designee. Ratified by the Membership of Chapter and signed by: Chapter President Approved by: Date ARTICLE 13 CHAPTER DISSOLUTION In the event of the chapter s dissolution, the remaining SHRM President/CEO or President/CEO Designee Date 12

Exhibit 2 Chapter Charter Agreement Chapter Charter Charter for the, (insert Chapter s full legal name). Chapter # (insert Chapter #), an affiliate of the Society for Human Resource Management. This Charter confirms that the Society for Human Resource Management ( SHRM ) has conferred Chapter status upon the (insert Chapter s full legal name, hereafter known as the Chapter ). For the duration of this charter, the terms and conditions of the Chapter relationship between SHRM and the Chapter include the following: 1. Name of Chapter The name of the Chapter is (insert Chapter s full legal name). 2. Purposes This Charter and the chapter relationship evidenced hereby are for the mutual benefit of the Chapter and SHRM and their members. The purposes of the Chapter must be in furtherance of the purposes of SHRM, and consistent with the SHRM bylaws as the same may be amended from time to time, and with the Chapter s governing instruments which have been approved by SHRM. This charter is intended to provide protection and guidance regarding each party s rights and responsibilities. 3. Separate Legal Existence of Chapter/Autonomy Chapter is a separate legal entity from SHRM, and neither Chapter nor its officers, agents or employees may hold themselves out as an agent of SHRM. The Chapter is not an agency or instrumentality of SHRM; nor is SHRM an agent or instrumentality of Chapter. Chapter shall not contract in the name of SHRM, or incur any financial or other obligations on behalf of SHRM, without the express written consent of the SHRM President/CEO or the SHRM Chair of the Board. Chapter may hold itself out to the public as an affiliate of SHRM; but may not hold itself out as SHRM. Chapter shall have autonomy with regard to all phases of its operation, subject to its governing instruments. 4. Separate Chapter Financials and Information and Tax Returns Chapter s financials are separate from those of SHRM; and Chapter is responsible for obtaining its own tax exemption and filing its own information and tax return as required by applicable law. Chapter shall be exempt from Federal and State income tax as evidenced by a letter of determination from the Internal Revenue Service and any required approval letter from state tax authority. 5. Financial Incentive Programs for Chapter Chapter shall be eligible for direct financial incentive payments made by SHRM to Chapters in accordance with such chapter financial incentive programs as may be established and maintained by SHRM. Financial incentive payments shall be used in furtherance of SHRM and Chapter purposes and in compliance with any specific instructions which SHRM may issue with such payments, and, absent prior SHRM written consent, shall not be used for any lobbying purposes or for the purpose of influencing any public election. 6. Governing Instruments of Chapter The governing instruments of the Chapter consisting of bylaws, dated, (insert date approved by Chapter) are approved by SHRM as being in furtherance of the purposes of SHRM and not in conflict with the SHRM Bylaws. Amendments to such governing instruments shall not be effective unless and until approved by the SHRM President/CEO or his/ her designee, who shall approve such amendments if he/ she deems them to be in furtherance of the purposes of SHRM and not conflict with the SHRM Bylaws then in effect, and who shall in any event notify the Chapter of approval or disapproval within the time required by such SHRM Bylaws. 7. Chapter Membership Requirements Chapter shall meet the requirements for number and/or percentage of Chapter members who are SHRM members, as are established in the SHRM bylaws, as amended from time to time. 8. Reporting by Chapter Chapter shall report to the SHRM President/CEO or his/her designee on an annual basis as to the financial results and general activities of the Chapter. 9. License of Right to Use SHRM Name, Acronym, and Logo SHRM is the exclusive owner of the Society for Human Resource Management name, the acronym SHRM, and the SHRM HR logo (hereafter, the HR Logo ) currently at www.shrm.org/graphicsguide/use, 13

as registered at the United States Patent and Trademark Office under registration Nos. 2264940, 1668891, and 1802392 respectively (hereafter, the SHRM Marks ). For as long as it remains a chapter of SHRM, Chapter shall have the non-exclusive right, by this license from SHRM, to use the Society for Human Resource Management term in its name, and to use the SHRM Marks to indicate that it is a chapter of SHRM and an affiliate of SHRM, said use to be strictly in accordance with the Graphic Standards and Use Requirements which SHRM may publish and provide to Chapter from time to time (hereafter the SHRM Graphic Standards and Use Requirements, which are incorporated as part of this license). Such requirements are currently at www.shrm. org/graphicsguide. Any use of the Society for Human Resource Management name or the SHRM acronym by the Chapter must be in conjunction with the Chapter name, and may not be a standalone use independent of the Chapter name. Any use of the HR Logo must be with the Affiliate of term as indicated in the SHRM Graphic Standards and Use Requirements. In addition, for as long as it remains a chapter of SHRM, Chapter shall have the non-exclusive right, by this license from SHRM, to use those other SHRM trademarks (in addition to the SHRM Marks) which the SHRM Graphic Standards and Use Requirements expressly authorize Chapters to use ( the Additional SHRM Marks ); and such use must be strictly in accordance with those SHRM Graphic Standards and Use Requirements. (Hereafter the SHRM Marks and the Additional SHRM Marks may be referred to collectively as the Licensed Marks. ) With respect to each of the Licensed Marks, Chapter s license to so use such mark expires upon the earlier of the termination of Chapter s status as a chapter of SHRM, or the expiration of the federal registration for the respective Licensed Mark. Chapter has no right to sublicense or otherwise assign any portion of this license to use the Licensed Marks. Chapter shall not use the Licensed Marks in any manner that is inconsistent with the purposes of SHRM or in any manner which would damage the reputation of SHRM, or adversely affect the validity of SHRM s rights in the Licensed Marks. Chapter shall not use any of the Licensed Marks to indicate or imply endorsement or sponsorship by SHRM without the express written consent of SHRM. All actions taken by Chapter in connection with the Licensed Marks, and all products, programs, and other services offered by the Chapter under the Licensed Marks, must be consistent with the purposes of SHRM, and in compliance with the SHRM Bylaws, as amended from time to time. SHRM has the right, at all reasonable times, upon reasonable advance notice, to request copies of or inspect the materials upon which the Licensed Marks are used in order that SHRM may satisfy itself that such uses of the Licensed Marks meet the standards, specifications and instructions previously approved by SHRM as set forth in the Graphic Standards and Use Requirements guide. 10. Membership List SHRM and Chapter shall be joint owners of the list of names, mailing addresses, e-mail addresses, and phone numbers of those individuals who are members of both SHRM and the Chapter, (hereafter Joint Members ) without any duty to account to the other for any profits derived from such list. Chapter is the exclusive owner of the list of names, mailing addresses, e-mail addresses, and telephone numbers of individuals who are members of Chapter but not of SHRM (hereafter Chapter Only Members ). SHRM has the non-exclusive right by this license from Chapter to use the list of names, mailing addresses, e-mail addresses and telephone numbers of Chapter Only Members only for the internal purposes of SHRM, and (absent Chapter written consent) not for the purpose of licensing any such list to any third parties or offering or advertising the products or services of any third parties to Chapter Only Members. SHRM is the exclusive owner of the names, mailing addresses, e-mail addresses and telephone numbers of those individuals working within the Chapter s Territory who are members of SHRM but not members of Chapter (hereafter At-Large Members ). Chapter has the nonexclusive right by this license from SHRM to use the list of names, and mailing addresses of At-Large Members only for the internal purposes of the Chapter, and (absent SHRM written consent) not for the purpose of licensing any such list to any third parties or offering or advertising the products or services of any third parties to At-Large Members. 11. Withdrawal of Chapter Status SHRM may withdraw Chapter s status as a chapter of SHRM, and terminate this Charter, for the reasons set forth in the SHRM Bylaws as amended from time to time, including without limitation the request of Chapter, in accordance with the procedures set forth in such SHRM Bylaws. Conferred by Society for Human Resource Management 14