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    Name, Affiliation and Purpose.

    Section I. Name. The name of the Chapter is the Sooner Human Resources Society – Norman, Oklahoma (herein referred to as the “Chapter”).

    Section II. Affiliation. The Chapter is affiliated with the Society for Human Resources Management (herein referred to as “SHRM”).

    Section III. Purpose. The purposes of the Chapter shall be: to improve competence of human resource professionals; to raise the standards of performance in all phases of human resources; and to encourage adherence to the Chapter’s code of ethics. The Chapter is organized and shall be operated exclusively for professional, educational, and charitable purposes.



    Section 1. Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in Section 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 disability. Memberships are individual and are not transferable to other individuals.

    Section 2. Professional [National Members]. Individuals who are current members in good standing of SHRM. National members may vote and hold office in the chapter.

    Section 3. General [Non-national Members]. Individuals in human resource positions as well as those individuals who demonstrate a bona fide interest in human resource management and the mission of the Chapter. Non-national members may vote and may hold any office other than President, Vice President or President-Elect in the Chapter.

    Section 4. Student Members. Individuals who are enrolled as students at the college or university level. Student members may not vote or hold office in the Chapter.

    Section 5. Application for Membership. Application for membership shall be on the chapter application form. All applications shall be reviewed by the Vice President and approved by the Board of Directors. In accordance with SHRM bylaws, and in order to maintain the Chapter’s affiliation with SHRM, 30% of the Chapter’s members must be members in good standing with SHRM. The number of new Non-national and Student members may be limited in order to maintain the necessary ratio with National members. New members shall be afforded full membership rights from the date of application approval by the Board of Directors.

    Section 6. Voting. Each National and Non-national member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Student Members are not eligible to vote. Votes shall be judged by an Ad Hoc Committee appointed by the Board of Directors.


    Section 7. Dues. Annual membership dues shall be established for the next year by the Board of Directors or by vote of the membership prior to the mailing of renewal notices. Annual membership dues shall be set at $25 for National and Non-national members and $15 for Student members until such time as the Board of Directors or the membership act to establish a new dues structure.


    Meetings of Members

    Section 1. Regular Meetings. Regular meetings of the members shall be held on the second Tuesday of each month or as otherwise determined by the Board of Directors.

    Section 2. Annual Meetings. The annual meeting 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 and Use of Mail and Electronic Ballots. 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 meeting. The Board of Directors may submit appropriate issues to the membership for consideration by mail or electronic mail ballot. In the event mail or electronic mail balloting is used, notice must be given to all members and balloting must be held open for a period of no less than ten days from the date that notice is given.

    Section 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. Quorum. 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.


    Board of Directors

    Section 1. Number. The Board of Directors shall consist of nine persons. The following shall be members of the Board of Directors and be officers of the chapter: President, President-Elect, Vice President, Treasurer, Secretary and the General Counsel. Two additional members shall be elected from among the eligible membership as members of the Board of Directors. The ninth Board member shall be the Past President.

    Section 2. Qualification. All candidates for the Board of Directors must be members of the Chapter in good standing at the time of nomination or appointment. Per SHRM Bylaws, the President must be a current member in good standing with SHRM. Board members may not be elected to serve more than two (2) consecutive terms in the same position.

    Section 3. Election – Term of Office. 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 January 1 following his/her election and shall hold office for one year or until his/her successor is elected and takes office. A Director may succeed himself/herself no more than once.

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

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

    Section 6. Board of Directors’ Responsibilities. The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in the Article of Incorporation or Bylaws. A National or Non-national 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.

    Section 7. Resignation or Removal of Director or Officer. Any director or officer may resign from office, or may be removed from office, with or without cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting.


    Duties and Responsibilities

    Section 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. He/she shall maintain liaison and be a current member in good standing with SHRM.

    Section 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 chapter also requires the president-elect to be a current member in good standing with SHRM.

    Section 2.A. The Immediate Past President. The Immediate Past President shall assist the President in coordinating the activities of the chapter; attend Executive Committee meetings; serve as the Nominating Committee Chair; and assume and execute the duties of the President in the absence of the President and the President-Elect.

    Section 3. The Vice President. The Vice President shall serve as Chair of the Membership Committee. He/she shall encourage membership growth and shall maintain the official membership roster of the Chapter. He/she shall have such powers and perform such other duties as the President may determine. The Chapter also requires the Vice President to be a current member in good standing with SHRM.

    Section 4. The Treasurer. The Treasurer shall be responsible for the financial affairs of the 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 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.

    Section 6. The General Counsel. The General Counsel shall advise the Board of Directors on all legal matters before the Chapter and shall serve as the Bylaws Committee Chair.



    Section 1. Committee Organization. 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. Committee Activity. Committees are established to provide the Chapter with special ongoing services such as Programs, Membership Communications, Legislative Affairs, National Development, Student Chapter Affairs, Public Relations, etc.


    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 the SHRM Foundation.


    Statement of Ethics

    The Chapter adopts SHRM’s Code of Ethics Standards for the HR Profession 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 form 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.


    Amendment of Bylaws


    · A copy of all amended Bylaws shall be forwarded to SHRM before amendment.

    · 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 such proposed amendment has been reviewed by SHRM and is not in conflict with the Society’s Bylaws.