Bylaws

Central Maine Human Resource Association

ARTICLE 1
NAME AND AFFILIATION
Section 1.1: Name. The name of the Chapter is the Central Maine Human Resource
Association (herein referred to as the “Chapter”). To avoid potential confusion, the
Chapter will refer to itself as the Central Maine Human Resource Association and not as
SHRM or the Society of Human Resource Management.
Section 1.2: Affiliation. The Chapter is affiliated with the Society of 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 from SHRM. The Chapter shall not contract in the name of SHRM
without the express written consent from SHRM.

ARTICLE 2
PURPOSE
The purposes of this Chapter, as a non-profit organization are:
1. to provide a forum for the personal and professional development of our
members;
ii. to provide an opportunity to develop leadership, managerial, public
speaking and group decision making skills;
iii. to provide an arena for the development of trust relationships where
common problems can be discussed and deliberated;
iv. 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;
v1. to provide valuable information gathering and dissemination channels;
vii. to provide a pool of human resource management leaders for perpetuation
of the Chapter and of SHRM;
v111. to serve as an important vehicle for introducing human resource
management professionals to SHRM;
1x. to serve as a source of new members to SHRM; and
x. 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 to promote the use of sound and
ethical human resource management practices in the profession and:
i. to be a recognized world leader in human resource management;
ii. to provide high-quality, dynamic and responsive programs and service to
our customers with interests in human resource management;
iii. to be the voice of the profession on human resource management issues;
1v. to facilitate the development and guide the direction of the human
resource profession; and
v. to establish, monitor and update standards for the profession.

ARTICLE 3
FISCAL YEAR
The fiscal year of the Chapter shall be July 1 through June 30.

ARTICE 4
MEMBERSHIP
Section 4.1: Qualifications for Membership. Membership in the Chapter shall be open to
any individual who demonstrates a bona fide interest in human resource management and
the mission of the Chapter. To achieve the mission of the Chapter there shall be no
discrimination in the individual memberships because of race, religion, sex, age, national
origin, disability, veteran’s status, sexual orientation, gender identity, genetic
information, 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 m the
individual’s name, not an organization with which the member is affiliated.
Section 4. 4: 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 4.5: Voting. Each member of the Chapter shall have the right to cast one vote on
each matter brought before a vote of the members. Votes shall be tallied by an Ad Hoc
Committee appointed by the Board of Directors.
Section 4.6: Dues. Annual membership dues shall be established for the next year by the
Board of Directors prior to the mailing of renewal notices.

ARTICLE 5
MEMBER MEETINGS
Section 5.1: Regular Meetings. Regular meetings of the members shall be held on the
third Tuesday 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 February or at
such a time as determined by the Board of Directors.
Section 5.3: Special Meetings. Special meetings of the members shall be held on call of
the President, the Board of Directors or by members having one-twentieth of the votes
entitled to be cast at such meeting.
Section 5. 4: Notice of Meetings. Notice of all special and annual meetings shall be given
to all members at least ten days prior to the meetings. Notice of regular meetings shall be
given to all members at least seven days prior to the meeting.
Section 5.5: Quorum. Members holding one-tenth of the votes entitled to be cast, and
represented in person or by conference call, shall constitute a quorum. 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.

ARTICLE6
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, Previous Past President, Vice
President of Membership, Treasurer, Secretary, and Web Site Administrator.
Section 6.3: Composition of the Board of Directors. Along with the Officers listed in
Section 6.2 of the Article, the Board of Directors may also include Core Leadership Area
Directors as appointed by the President.
Section 6.4: Qualifications. All candidates for the Board of Directors must be members
of the chapter in good standing at the time of nomination or appointment and for their
complete term of office. Per SHRM bylaws, the President must be a current member in
good standing of SHRM throughout the duration of his/her term in 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 immediately
following the May meeting and shall hold office for two years or until his/her successor
is elected and takes office.
Section 6.6: Vacancies. Any vacancy in the Board may be filled for the unexpired term
by appointment by 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 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 of 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 RESPONSIBILITES
The responsibilities of each member of the Board of Directors shall be as outlined in the
position descriptions maintained by the President 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 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 be a current member in good standing of SHRM
throughout the duration of his/her term in 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. The President-Elect is encouraged to attend the SHRM
Leadership Conference. The President-Elect must be a current member in good standing
of SHRM throughout the duration of his/her term in office.
Section 7.3: The Previous Past President. The Previous Past President, at the request of
the President in his/her absence or disability, may perform any of the duties of the
President. He/she shall have such other powers to perfonn such other liaison duties as
the Board or the President may determine. The Previous Past President along with the
President will work to develop the President-Elect for office. The Previous Past
President must be a current member in good standing of SHRM throughout the duration
of his/her term in office.
Section 7.4: The Vice President of Membership. The Vice President of Membership shall
encourage Chapter and SHRM membership growth and shall maintain the official
membership roster for the Chapter. He/she shall have such other powers and perform
such other duties as the President may determine.
Section 7. 5: 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 any audits 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 7. 6: The Secretary. The Secretary shall be responsible for making all members
aware of all meetings of the Chapter, recording minutes and handling general
correspondence with Chapter members. He/she shall also perform other duties as the
President may determine.
Section 7. 7: The Web Site Administrator. The Web Site Administrator shall be
responsible for oversight of the Chapter’s website. This responsibility shall include
editing web pages, posting of files, creating new links, and posting Chapter and SHRM
information as needed to keep the website current. He/she shall be responsible for
responding to member questions and problems regarding the website. He/she shall also
perform other duties as the President may determine.
Section 7.8: Core Leadership Area (CLA) Directors. Core Leadership Area Directors
shall have such powers and perforrh 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.

ARTICLES
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 services, such as Membership, Programs, Professional Development,
Communication, 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 in-person meeting that year.

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.

ARTICLE 13
CHAPTER DISSOLUTION
In the event of the Chapter’s dissolution, the remaining monies in the Treasury, after
Chapter expenses have been paid, will be contributed to an organization decided upon by
the Board of Directors at the time of dissolution ( e.g the SHRM Foundation, a local
student chapter, the State Council, an HR degree program, or other such organization or
charity with purposes consistent with those of the Chapter).

ARTICLE 14
WITHDRAWAL OF AFFILIATE 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 reconfer Chapter status upon such body.

ARTICLE I5
TERMS USED
As used in the 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.