Article I – Name and Affiliation 

Section 1: The name of the Chapter is Cambria-Somerset Human Resources Association, Johnstown, PA (herein referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as _Cambria-Somerset Human Resources Association and not as SHRM or the Society for Human Resource Management. 

Section 2: This Chapter is affiliated with the Society for Human Resource Management (herein referred to as SHRM). 

Section 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 II – Membership 

Section 1: The qualification for membership in the Cambria-Somerset Human Resources Chapter shall be as stated in Sections 2, 3, and 4 of this Article. To achieve the mission of the Chapter there shall be no discrimination in individual memberships because of race, religion, sex, age, national origin or handicap. Memberships are individual and are not transferable to other individuals. 

Section 2: Membership shall be limited to those individuals who are (a) engaged in the profession of human resource management at the exempt level for at least three years; (b) certified by the Human Resource 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 3 years experience in the field of human resources management; (e) fulltime attorneys with at least three years experience in counseling and advising clients on matters relating to the human resource profession may become Professional members. Professional members may vote and hold office in the chapter. 

Section 3: Individuals in non-exempt human resource management positions as well as those individuals who do not meet the general member category, but who demonstrate a bona fide interest in human resource management and the mission of the Chapter may become Associate members. Associate members may not vote and may not hold office in the Chapter. 

Section 4: Individuals who are actively enrolled in human resources degree programs at the college or university level may become Student members. Student members may not vote and may not hold office in the Chapter. 

Section 5: Application for membership shall be on the Cambria-Somerset Human Resources Chapter application form. All applications shall be reviewed by the Vice President and approved by the Board of Director’s. New members shall be afforded full membership rights from the date of application approval by the Cambria-Somerset Human Resources Chapter Board of Directors. 

Section 6: 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 shall have no right to vote. Votes shall be judged by an Ad Hoc Committee appointed by the Board of Directors.
 
Section 7: Annual membership dues shall be established for the next year by the Board of Directors prior to the mailing of renewal notices. Cambria-Somerset Human Resources Chapter annual dues shall be waived for individuals who are members with both SHRM and the Cambria-Somerset Human Resources Chapter.

Article III – Meetings of Members 

Section 1: Regular meetings of the members shall be held on the 2nd Wednesday of each month or as otherwise determined by the Board of Directors. 

Section 2: The annual meetings of the members for electing directors and officers and conducting other appropriate business shall be held in September or at such other time determined by the Board of Directors. 

Section 3: Special meetings of members shall be held on call of the President, the Board of Directors or by members having 20% of the votes entitled to be cast at such meeting. 

Section 4: Notice of all special and annual meetings shall be given to all members at least ten days prior to the meetings. Notice of regular meetings shall be given to all members at least seven days prior to the meeting. 

Section 5: Members holding one-tenth of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. The vote of the majority of the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted on by the members.

Article IV – Board of Directors 

Section 1: The Board of Directors shall consist of 7 persons. The following shall be members of the Board of Directors and be officers of the Chapter: President, Vice-President, Treasurer, Secretary, Program Coordinator and Foundation Director. The seventh Board member shall be the Past President. 

Section 2: All candidates for the Board of Directors must be Professional members of the Cambria-Somerset Human Resources Chapter in good standing at the time of nomination or appointment. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office. Board members may not be elected to serve more than two (2) consecutive terms in the same position. 

Section 3: 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 Director shall assume office on June 1 following his/her election and shall hold office for two years or until his/her successor is elected and takes office. A Director may succeed himself/herself no more than once. 

Section 4: Any vacancy in the Board may be filled for the unexpired term by the President with consent by the Board of Directors. 

Section 5: 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 Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. 

Section 6: The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in the Bylaws. A General Member in good standing may request the President to place on the agenda of the next regular meeting any action taken by the Board of Directors.

Article V – Duties and Responsibilities 

Section 1: 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 Cambria-Somerset Human Resources Chapter. He/she shall maintain liaison and be a current member in good standing with SHRM. 

Section 2: The Vice President, 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 of the President may determine. 

Section 3: The Treasurer shall be responsible for the financial affairs of the Cambria-Somerset Human Resources Chapter. These responsibilities shall include financial reports to the Board and arrangements for the annual examination audit of the accounts as may be required by the Board. He/she shall be responsible for membership billing. He/she shall also perform such other duties as the President may determine. 

Section 4: The Secretary shall be responsible for recording the minutes of all meetings of the Cambria-Somerset Human Resources 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.

Article VI – Committees 

Section 1: Appointments 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 2: Committees are established to provide the Chapter with special ongoing services such as Programs, Membership Communications, Legislative Affairs, Professional Development, Student Chapter Affairs, Public Relations, etc.

Article VII - Statement of Ethics 

Section 1: The Cambria-Somerset Human Resources Chapter adopts SHRM’s Code of Ethics for members of the Association in order to promote and maintain the highest standards among its members. Each member shall honor, respect and support the purpose of this Chapter and 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 Association meetings or through the use of information provided to him/her as a member of the Chapter without the approval from the Board of Directors.

Article VIII – Amendment of Constitution and Bylaws 

Section 1: 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.

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). 

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.


Reviewed and Approved by the Executive Board on September 14, 2007