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Chapter By Laws

    Bylaws of

    North Central Florida Society for Human Resource Management

     

    ARTICLE 1

    NAME AND AFFILIATION

    Section 1.1: Name. The name of the Chapter is the North Central Florida Society for Human Resource Management (NCF-SHRM) (herein referred to as the "Chapter"). To avoid potential confusion, the Chapter will refer to itself as North Central Florida Society for Human Resource Management or NCF­ SHRM 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 1.2a: As a SHRM affiliated chapter, the chapter is also a member of the Ohio State Council, serving on the Board of the State Council and abiding by State Council governance process and structure.

    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.

    Section 1.4: Use of SHRM Domain, Logo and Brand. The use of SHRM's Domain, Logo and Brand, or the requirement of using an "Affiliate of SHRM" logo, must be consistent with SHRM policies, procedures and practices. Any deviation from such policies, procedures and practices requires written approval from SHRM's CEO/President or designee.

    Section 1.5: Starting or affiliating with other groups. The Chapter is required to obtain written approval from SHRM's CEO/President or designee (which includes the written approval of all governing documents associated with these organizations) before the Chapter legally affiliates through the governance process with other groups or starts other groups or subchapters while affiliated with SHRM.

    Section 1.5a: The Chapter may initiate, facilitate or engage in mutually beneficial business relationships that further the Chapter's business or mission objectives to the extent these business relationships are not in conflict with Section 1.5.

    Section 1.6: Approved Service Area. The approved service area (zip code ranges) for the Chapter is listed in the Chapter Charter ("Affiliation Agreement") and subsequent addendums, as appropriate. The service areas reference where the Chapter is allowed to overtly solicit for i) members and ii) event activity. Chapters may only hold physical events within their approved service area unless the Chapter obtains written approval of SHRM 's CEO/President or designee.

    Section 1.7: Member Service Area. The Chapter is required to obtain written approval from SHRM's CEO/President or designee (which includes the written approval of all governing documents associated with these organizations) prior to the Chapter starting a new Chapter, sub-chapter, or adding a Member Service Area ("MSA") to an approved service area, while affiliated with SHRM.

    Section 1.8: Approved Service Area Modifications. Should the Chapter wish to request a modification to the Approved Service Area, request consideration to become a Member Service Area ("MSA") or have another currently affiliated chapter become an MSA of the Chapter, the Chapter is required to obtain written approval from SHRM's CEO/President or designee.

    Section 1.9: Tax Exempt Status. This Chapter shall operate as an independent, not-for-profit organization under IRS Section 501(c)(6). The Letter of Determination shall be kept with the Chapter's permanent records.

     

    ARTICLE 2

    PURPOSE

    The purposes of this Chapter, as a non-profit organization, are:

    i.     To grow dual membership: members who are both Chapter and SHRM members;

    ii.     to provide a forum for the personal and professional development of our members;

    iii.      to provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;

    iv.     to provide an opportunity to interact and develop individuals new to the profession; student chapters in the area, etc.;

    v.      to provide an arena for the development of trust relationships where common problems can be discussed and deliberated;

    vi.     to provide an opportunity to focus on current human resource management issues of importance to our members;

    vii.    to provide a forum and advocacy focus on state and national workplace issues;

    viii.  to provide valuable information gathering and dissemination channels;

    ix.    to provide a pool of human resource management leaders for perpetuation of the Chapter and of SHRM;

    x.    to serve as an important vehicle for introducing human resource management professionals to SHRM;

    xi.   to serve as a source of new members for SHRM; and

    xii.    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:

    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 3

    FISCAL YEAR

    The fiscal year of the Chapter shall be the calendar year.

     

    ARTICLE4

    MEMBERSHIP/SPONSORSHIP

    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, 4.6 and 4.7 of this Article.

    To achieve the mission of the Chapter there shall be no discrimination in individual memberships because of race, religion, sex, age, ancestry, or national or ethnic origin, disability, sexual orientation, gender identity, veteran status, or any other legally protected class.

    Members who belong to 2 or more chapters are encouraged to select NCF-SHRM as their primary chapter.

    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. Individuals who are engaged in the profession of human resource management and who meet one of the following criteria:

    i.          Possess at least three (3) years of exempt-level human resource management experience.

    ii.          Hold an HR certification recognized by SHRM.

    iii.         Are faculty members holding assistant, associate or full professorial rank in human resource management or any of its specialized functions at an accredited college or university and have at least three (3) years of experience at this level of teaching.

    iv.      Are full-time consultants with at least three (3) years of experience as a practitioner in human resource management.

    v.      Are full-time attorneys with at least three (3) years of 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: Student Members. Individuals may be granted student membership provided they meet the criteria as outlined below.

    i.           Student is currently enrolled in a degree-seeking program. Student shall provide proof of enrollment in a college or university to qualify for student membership.

    ii.          A student's coursework, taken or planned, supports an interest in Human Resource Management or a related degree program.

    iii.            Student membership will be limited to six (6) years from the initial start date. A full- time student enrolled in a graduate degree program may apply for an additional (2) years of student membership. A student member cannot have previously held professional membership. Upon graduation or academic withdrawal, student members must convert to professional membership during the next renewal cycle.

    Section 4.6: Honorary Membership. The Board of Directors may confer honorary membership to those persons who are deemed to be outstanding in the field of human resource management, operations, or research and who, at their discretion of the Board of Directors, are entitled to such honor. Honorary members shall be entitled to all privileges of membership except the right to vote or hold office. There shall be no annual dues for this class of membership.

    Section 4.7: Corporate Sponsorship. A company may purchase an annual Corporate Sponsorship which provides opportunities for conference sponsorship and other marketing opportunities. The company may designate one individual to attend Chapter meetings at no additional charge. Corporate designates will not have voting privileges unless they also hold an Individual membership in the Chapter.

    Section 4.8: Approval of Membership. Application for membership shall be made in writing (printed or electronic) on a form provided by the Chapter. The Chapter President, Vice President of Membership or the full Board of Directors shall approve and resolve any questions as to membership eligibility or membership status.

    Section 4.9: Application for Membership. Application for membership shall be through the online application on the Chapter website. All applications shall be reviewed and approved by the Vice President of Membership New members shall be afforded full membership rights from the date of application approval by the Vice President of Membership.

    Section 4.10: Voting. Each Individual member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Student Members and Corporate Sponsor designates are not eligible to vote. Votes shall be tallied by the Chapter Secretary, or an Ad Hoc Committee appointed by the Board of Directors.

    Section 4.11: Dues. Annual membership dues shall be established for the next year by the Board of Directors prior to the distribution of renewal notices. Annual dues shall be payable on January 1 of each year.

    ARTICLE 5 

    MEMBER MEETINGS

    Section 5.1: Regular Meetings. Regular meetings of the members shall be held on the second Thursday of each month or as otherwise determined by the Board of Directors and may be held in person or virtually.

    Section 5.2: Annual Meetings. The annual meeting of the members for electing Directors and Officers and conducting other appropriate business shall be held by December or at such other time as determined by the Board of Directors. Such meetings may be held in-person or virtually

    Section 5.3: Other Meetings. As may be necessary and/or appropriate, the President or President-Elect may conduct a meeting of the Board via e-mail or video for the limited purpose of considering and/or approving a motion of the Board that cannot wait until the next meeting of the Board. Such meetings may be held in-person or virtually.

    Section 5.4: Special Meetings. Special meetings of members shall be held on call of the President, the Board of Directors or at the written request of five (5) members. Such meetings may be held in-person or virtually.

    Section 5.5: 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. The notice provision may be waived in the case of an emergency with the concurrence of a simple majority of the board.

    Section 5.6: Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person, virtually, 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, virtually, 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 AND OFFICERS

    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, the Programs Director, Chapter Business 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 for non-100% Chapters. 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 as a Chapter affiliated with SHRM, the President

    must be a current member in good standing of SHRM throughout the duration of his/her term of office. The Vice President/Director of Membership must be a current member in good standing of SHRM throughout the duration of his/her term of office. If the Chapter has a designated Certification Director role, the person holding this role must be a current member in good standing of SHRM and SHRM certified. All board members and Officers shall abide by SHRM's Bylaws and Conflict of interest Policies.

    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 each Director shall assume office on the first of January following his/her election and shall hold office for two (2) years or until his/her successor is elected and takes office. The term of office for the President and President Elect shall run on a different cycle than the remaining Board positions to ensure a continuity of experienced members.

    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: Regular Board Meetings. Board meetings shall be held regularly, no less than 4 times a year at a time and place as determined by the Board. The Board may also meet at the request of the President or at the written request of three (3) members of the Board.

    Section 6.8: 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 6.9: 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. An Individual 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 6.10: Other Responsibilities. The Directors of the Chapter shall not be personally liable for the debts, liabilities, or other obligations of the Chapter. Further, the Directors shall not be liable for their actions as Directors except for gross negligence or willful misconduct.

    Section 6.11: Removal of any elected or appointed chapter leader (Director, Officer, Committee Chair, Committee Member, or other). 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.

    Section 6.12: No Remuneration for Board of Directors or Committee Members. No Officer, director or committee member shall receive any monetary compensation for their services as members of the Board of Directors or as committee members.

     

    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. It is recommended that the position descriptions be reviewed and revised every three years.

    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. President is responsible for the chapter staying in compliance with SHRM affiliate guidelines. He/she shall maintain liaison and be a current member in 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. The president-elect is encouraged to attend the annual SHRM Leadership Conference. He/she shall maintain liaison and 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 be responsible for membership billing. He/she shall be responsible for coordinating joint membership billing with SHRM, if appropriate. He/she shall have such other powers and perform such other duties as the President may determine. He/she must be a current member in good standing of SHRM throughout the duration of his/her term of office.

    Section 7.4: The Treasurer. The Treasurer shall be responsible for the financial affairs of the Chapter, including all local, state, Federal and other jurisdictional 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 also perform such other duties as the President may determine.

    Section 7.5: The Secretary. The Secretary shall be responsible for recording the minutes of all meetings of the Chapter, including Board meetings, 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 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. If there is a dedicated Certification CLA lead, this lead must be a SHRM member in good standing for the duration of his/her term of office and also be SHRM certified.

    Section 7.7: Programs Director. The Programs director shall be responsible for overall coordination of all monthly meeting programs, the annual seminar, and other programs as may be determined by the Board of Directors. 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 sub-committees to plan and implement the activities associated with the program year.

    Section 7.8: 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.

     

    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 services, such as Membership, Programs, Professional Development, Communications, Marketing/Public Relations, etc.

     

    ARTICLE 9

    ELECTRONIC VOTING

    Mail or electronic ballots may be used for the election of Officers, Directors, and other Chapter business provided the Chapter has had at least one in-person meeting that year unless there are extenuating circumstances where the Chapter cannot meet in-person.

     

    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. Members are advised to not actively solicit business from other chapter members at chapter meetings or events without the consent of the member(s). Further, should a member actively solicit business from chapter members where consent is not present, the chapter may reserve the right to terminate the members' membership in the chapter. No member shall actively solicit business from any other member at Chapter meetings without the approval of the Board of Directors.

     

    ARTICLE 11

    PARLIAMENT ARY 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.

    It is recommended that these bylaws be reviewed/ revised every three years.

     

    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). Should a Chapter become an MSA of another chapter (host), the Chapter would be dissolved. In this situation, the dissolving Chapter funds shall be transferred to the host chapter (successor). Funds should be transferred within 180 days or as soon as reasonably practical.

     

    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 President/CEO or his/her designee 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 President/CEO or his/her designee, it is subject to immediate disaffiliation by SHRM. After withdrawal of Chapter status, the SHRM President/CEO or his/her designee may cause a new Chapter to be created or may re-confer Chapter status upon such body.

     

    ARTICLE 15

    COMPLIANCE

    The Chapter is governed by the laws of the State of Florida. The Chapter shall conduct its organization in compliance with all State and Federal laws and in compliance with the requirements of affiliation with SHRM.

     

    ARTICLE 16

    INDEMNIFICATION AND INSURANCE

    Section 15.1: Indemnification. In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Chapter against expenses, including attorney fees (and in the case of actions other than those by or in the right of the Chapter, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him/her in connection with such action, suit or proceeding by reason of the fact that such person is or was a Director or Officer of the Chapter as trustee, Director, Officer, employee, or agent of another Chapter, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, then unless such indemnification is ordered by a court, the Chapter shall determine or cause to be determined in the manner provided by the laws of the State of Florida, whether or not indemnification is proper in the circumstances because the person claiming such indemnification has met the application standards of conduct set forth by Florida law, and to the extent that is so determined that such indemnification is proper, the person claiming the indemnification shall be indemnified.

    The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under the Articles of incorporation or any agreement, vote of members or disinterested Directors, or otherwise, both as to action in his or her official capacity while holding such office, and shall continue as to a person who has ceased to be a member of the Board or Officer and shall insure to the benefit of the heirs, executors, and administrators of such a person.

    Section I5.2: Insurance. The Chapter, to the extent permitted by pertinent state statutes, may purchase and maintain insurance on behalf of any person who is or was such a Director or Officer of the Chapter, or is or was serving at the request of the Chapter as such a Director, Officer, employee, or designated agent of another Chapter, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise.

     

    ARTICLE 17

    BOOKS AND RECORDS

    The Chapter shall keep correct and complete books and records of account. The Chapter shall perform an annual audit of finances. The Chapter shall also keep minutes of the proceedings of its members, Board, and committees having any authority of the Board.

     

    ARTICLE 18

    TERMS USED

    As used in these Bylaws, feminine or neutral 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.

    These revised bylaws are not effective until approved and signed by SHRM CEO or designee.

    North Central Florida Society for Human Resource Management (NCF-SHRM) Bylaws Ratified by the Membership of Chapter and signed by:

     

    Chapter President: Mary A. Norman

    Chapter primary email address (if applicable):

    President's email: mnorman@lakecity-carc.com

    President's phone: 386-688-2659

     

    Approved by;

    SHRM President/CEO or Presid CEO Designee

    Printed name: Michael Paitken

    Date: 10/29/2024