Constitution
Chesapeake Human Resources Association, Inc.
Baltimore, Maryland
Chapter 156
Society for Human Resource Management
Revised 2022

ARTICLE I.  Name

Section 1.  The name of this Association shall be the Chesapeake Human Resources Association, Inc., hereinafter called the “Association”.  To avoid potential confusion, the Chapter will refer to itself as CHRA and not as SHRM or the Society for Human Resource Management.

Section 2.  The Association is affiliated with the Society for Human Resource Management (herein referred to as “SHRM”).

Section 3.  The Association 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 Association.  The Association shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM.  The Association shall not contract in the name of SHRM without the express written consent of SHRM. 

ARTICLE II.  Purpose

The purpose of this Association shall be:

a) to be a recognized local area leader in human resource management;
b) to provide high quality, dynamic and responsive programs and services to our members;
c) to be a voice of the local area profession on human resource management issues;
d) to facilitate the development and guide the direction of the local area human resource profession and to promote the highest standards of ethical conduct, with concern for diversity;
e) to encourage cooperation and networking among members and their organizations;
f) to support the Society for Human Resource Management and its efforts to establish, monitor and update standards for the profession.

To achieve the purpose of the Association, there shall be no discrimination in memberships because of race, color, religion, sex, age, national origin, disability, veteran’s status, or other classes that are protected by law.

ARTICLE III.  Membership

Persons possessing the necessary qualification shall, upon approval of the Association, be admitted to Association membership in either the Professional, Associate, Student, or Recent Graduate class.  All Professional members shall be allowed to vote and have access to the membership directory.  Except as noted in Section 1. Professional - Affiliate Limits - Board Members, all Professional members shall be eligible to serve on the board.  Associate members may not vote or serve on the board.

Section 1.  Professional.  Membership in the Professional category shall include:

Current or previous Human Resources Practitioners: (1) their employment careers focus/focused on managing human resources functions while working either in an HR department, or an academic institution; and (2) a minimum of 50% of their job responsibility and work time is/was spent managing human resources’ activities.

Academicians: (1) their primary full-time employment is teaching as an assistant, associate or full professor at the post-secondary level; (2) at least a majority of their course-load is in human resources-related areas; and, (3) they are not in any other endeavor which gives advice and/or performs human resources-related services for personal monetary gain.

Placement and/or Career Service Professionals: (1) they are employed by an academic institution; and (2) their primary full-time employment involves job placement and/or career counseling of students.

Affiliates: their primary full-time employment provides a consulting/support service that is applicable to the Human Resources profession, consistent with the mission of the Association.

Affiliate Limits - Memberships.  The total number of Affiliate membership shall not exceed 25% of the total Association membership as of December 31 each year.

Affiliate Limits - Board Members.  The total number of Affiliate members serving on the board of directors for any board year shall not exceed 45% of all board of directors’ positions for that year, i.e., 4.5 affiliate members for every ten board members.

Past President - Life Members.  Past Presidents, upon completion of their terms as members of the Board of Directors, shall automatically become permanent members of the Association.  Past Presidents shall be exempted from the payment of dues to the Association.

Retired Professionals.  Retired professionals qualify for continued membership in the Association.  The number of Retired Professionals eligible to serve on the Board shall be limited to 10%.

Section 2.  Associate.* Associate members do not meet the criteria of the Professional category but shall be pursuing professional certification in Human Resources.

Associate Membership Limits: Membership in this category shall be limited to 10% of the total membership as of December 31 each year.  Members approved in this category shall not be allowed to vote and may not hold a position on the Board of Directors.

* Consideration shall be given to adjusting these Association membership applications to the Professional category.

Section 3. Student Members. Students enrolled part-time or full time at any accredited college or university pursuing a degree. Members at this level shall not be allowed to vote. Upon the expiration of membership at this level, the member will be eligible for membership at the Recent Graduate level.

Section 4. Recent Graduates.  For  the calendar year  following the date of graduation, former student Association members will qualify for membership in the Association under this category. The recent graduate must be employed or seeking employment in the HR profession.  Members approved in this category shall not be allowed to vote.  Upon the expiration of membership at this level, the member will be eligible for membership at either the Professional or Affiliate level.

Section 5.  Approval of Membership.  Membership application shall be made in writing or online in a format provided by the Association.

The Membership Committee or staff shall be responsible for investigating all applications for membership and making recommendations for appropriate actions to the board director responsible for Membership.  The Membership board director or staff shall approve all routine applications, but shall submit all others to the board for discussion, approval, or rejection.  New members shall be afforded full membership rights from the date of application approval.

ARTICLE IV.  Board of Directors

Section 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 Association and in general exercise all powers of the Association.

Section 2.  Number.  The Board of Directors shall number not less than thirteen (13) or more than twenty-one (21) representative members of the Association.

Section 3.  Officers.  The following shall be members of the Board of Directors and shall be Officers of the Association: President, Immediate Past President, President-elect, and Secretary/Treasurer.

Section 4.  Composition of the Board of Directors.  Along with the Officers listed in Article IV, Section 3, the Board of Directors shall also include elected Directors of the Association.  At the President’s discretion and subject to the Board of Director’s approval, elected Director positions may be added or deleted each year, as necessary, as long as the total number of board members does not exceed the number in Article IV, Section 2.  If there is one or more Member Service Area (MSA) in existence, one MSA Liaison will serve as a director on the Association’s Board of Directors and will be responsible for the effective operations of the areas and the coordination of communications.

Section 5. Election and Term of Office.  The Officers and Directors of the Association shall be elected from among the representative members for a one year term, and up to four terms, except for the President, President-Elect and Immediate Past President, who shall each serve no more than one consecutive term in their respective offices, and unless a Board member is moving into an officer position after 4 years as a Director, and/or moving from one officer role to another, in which case they may also complete the term limits associated with each of those officer roles in addition to their time in a previous Director/Officer role. Exceptions are also made for those appointed to fill a vacancy as outlined in Section 6. Vacancies. After completing four terms, and then remaining off of the board of directors for one full year, any prior board member may then participate in the nominations process to serve as a Director or Officer. If at the completion of four consecutive 1-year terms of service there is no interested candidate for a role and after efforts have been made to identify a successor, the President may at their discretion nominate the most recent position holder to another term, with approval from the board. Board of Directors terms of office shall commence January 1, following their election

Section 6.  Vacancies.  A vacancy between annual elections of the Board of Directors shall be filled by the Board. Any board member appointed by the board during the course of the program year shall not have that service time counted towards the term limits as described above.

Section 7. Attendance at Board Meetings.  All board members shall attend board meetings.  At the President’s discretion, a written report, in lieu of attendance, may be accepted.

Section 8.  SHRM Membership.  Per the SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term in office.  The Association also requires the President-elect to be a current member of SHRM and encourages SHRM membership for all other board members.

Section 9. Removal of Director and Officer.  Any director or officer 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.

ARTICLE V.  Duties of Officers

Section 1.  President.  The president shall preside at all meetings of the Association and of the Board of Directors and shall have general supervision of the affairs of the Association, subject to control and direction of the Board of Directors, and shall approve (or delegate approval of) all disbursements of Association monies, and shall appoint all committees of the Association, except as specified in Article VII, Committees, and shall be an ex-officio member of all committees. The president shall maintain liaison and be a current member in good standing of SHRM throughout the duration of her/her term of office. The financial records and the books of accounts of the Association will be reviewed every other year or more frequently at the discretion of the Board of Directors by a Certified Public Accounting firm selected by the President or designee and approved by the Board of Directors.  This report will be approved by the Board of Directors and will be available for review by the membership.

Section 2.  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 duties as the Board or the president may determine.  The president-elect is required to be a current member in good standing of SHRM and attend the annual SHRM Volunteer Leader Business Meeting. 

Section 3.  Secretary/Treasurer.  The secretary/treasurer shall keep records of the Association membership, send out notices and correspondence with respect to meetings and other activities of the Association, keep minutes of meetings of the Board of Directors, shall have custody of all monies of the Association in banks designated by the Board of Directors, shall pay all bills of the Association after they have been approved by the president or his/her designee; keep record books of accounts; shall make with the president written annual reports to the Board of Directors at the annual meeting  which will show receipts and disbursements, cash and other assets on hand; and shall perform other duties as the Board of Directors may prescribe.  CHRA reserves the right to have a contracted management company or Executive Director perform some or all of these duties.

Section 4.  Immediate Past President.  The immediate 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 VI.  Elections and Balloting

Section 1.  Balloting.  The directors and officers shall be elected annually by all Professional members.  Ballots shall be sent to each Professional member by the end of October.

Section 2.  Election Notice to Members.  By early September, the Nominating Committee shall give Professional members notice of the approaching elections, and shall invite suggestions for nominees.

Section 3.  Nominating Committee.  The Nominating Committee shall deliver the nominations to the secretary/treasurer, (or designate), by mid-October.  By the end of October, the secretary/treasurer, or designate, shall distribute ballots to the Professional members, listing nominees and providing for write-in votes.

Section 4.  Valid Ballots.  Ballots, to be valid, shall be received by the secretary/treasurer, (or designate) thirty days after they are posted to the voting membership.  Ballots shall be tabulated by two tellers appointed by the president, on the date set by the president, (as soon after the voting deadline date as is practical, but not later than December 15).

Section 5.  Votes Required.  The nominees for each office receiving a majority of votes cast shall be elected.

Section 6.  Results Announced.  The results of the election shall be announced by the president via electronic communication or at the next meeting.

ARTICLE VII.  Committees

Section 1.  Standing Committees.  There shall be standing committees on professional development, membership, nominations and such other committees as the president or the Board of Directors may consider necessary.

Section 2.  Appointment.  The president with the advice and assistance of the Board shall appoint all committees and name their chairperson, except as hereinafter provided.

Section 3.  Membership Committee.  The Membership Committee shall administer the provisions of Article III, Membership.

Section 4.  Professional Development Committee.  The Professional Development Committee shall arrange for the monthly meeting programs directly related to the purposes and interests of the Association as set forth in Article II, Purpose.  When the net cost to the Association for any program will exceed the budgeted allowance or allotment, on the basis of reasonable estimates of expenses and attendance, the committee shall secure prior approval of the Board of Directors for such programs.

Section 5.  Nominating Committee.  The Nominating Committee, the duties of which are set forth in Article VI, Elections and Balloting, shall normally consist of five members.  The president-elect will serve as chairperson of the Nominating Committee.  One of the members of this committee may be a past president of the Association, except that this provision may be waived at the discretion of the president with the concurrence of the Board of Directors.

ARTICLE VIII.  Meetings

Section 1.  Annual and Regular Meetings.  The annual meeting of the Association shall be held in September or at such other time as determined by the Board of Directors.  Regular meetings of the Association shall be held at such time and place as  determined by the Board of Directors.

Section 2.  Special Meetings.  Special meetings of the Association may be called by the President, with the approval of the Board of Directors, or may be called by the Board of Directors.

Section 3.  Notice of Meetings.  Notice of meetings of the Association shall be given to all members not less than ten days for special or annual meetings and 7 days for regular meetings.

Section 4.  Board Meetings.  The Board of Directors shall meet on call of the president, or upon call of three members of the Board of Directors.  At least three days’ notice of such meetings, which shall state the time and place of the meeting, shall be given to each director.

Section 5.  Fiscal Year.  The fiscal year of the Association shall be the calendar year.

Section 6.  Parliamentary Procedures.  Roberts’ Rules of Order shall prevail unless in conflict with some provisions of these Articles.

ARTICLE IX.  Quorum

Section 1.  Members Present.  The members at any meeting of the Association shall constitute a quorum for the transaction of business.

Section 2.  Majority of Board.  The majority of the Board of Directors shall constitute a quorum thereof.

ARTICLE X.  Dues

Section 1.  Membership Dues.  The amount of the annual dues for all classes of membership shall be determined by a majority vote of the Board of Directors.

Section 2.  Annual Dues Requirements.  Except as noted in Article III - Membership, Section 1 – Professional, Past President – Life Members, members shall be required to pay annual association dues.  Membership in the Society for Human Resource Management (SHRM) shall be recommended but shall be optional.

Section 3.  Membership Term.  Membership dues in the Association are based on the calendar year and may be prorated as determined by the Board of Directors.

Section 4.  Purpose of Dues.  The dues shall be used to help the Association meet its administrative expenses.

Section 5.  Membership Directory.  Each dues paying member shall be listed in the Association’s directory.

ARTICLE XI.  Member Service Area  

Section 1.  Member Service Areas.  In order to serve the geographic needs of the chapter, the chapter may establish local member service areas for the development and delivery of chapter services. 

Section 2.  Member Service Area Organization. These areas shall operate under the operational guidelines set forth by the Chapter Board of Directors and within the guidelines set by SHRM for such subgroups.

Section 3.  Member Service Area Oversight.  The Board of Directors of the Chapter shall be responsible for the compliance of the subgroups to Chapter charter requirements such as logo use, use of name etc.

Section 4.  Member Service Area Activity. Member Service Areas are established to provide the Chapter with local networking, educational programs, membership recruitment activities and other initiatives as determined by the Board.

Section 5.  Member Service Area Chairs. The Chair of each approved Member Service Area (MSA) in the Chapter will serve on the Board of Directors of the Chapter in a voting capacity, and shall have such powers and perform such liaison duties as the Board or the Chapter President may determine. The responsibility includes initiatives in a particular geographic area as determined by the Chapter President and the Board.

ARTICLE XII.  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 (the SHRM Foundation, a local student chapter, the State Council, and HR degree program, or other such organization or charity). 

ARTICLE XIII.  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 Association are inconsistent with or contrary to the best interests of SHRM.  Prior to withdrawal of such status, the Association 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 Association 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 Association 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 XIV.  Bylaws Changes

Section 1.  Methods.  Any Professional member may propose in writing to the Board of Directors an amendment or amendments to these articles.

Section 2.  SHRM Approval.  The Bylaws may be amended by a majority vote of the members present at any meeting at which a quorum exists, or electronically, 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 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. 

Section 3.  Submitting to Members for Vote.  The Board of Directors shall submit any such proposals for amendments to vote of the Professional members within ninety days following their receipt, with such comments in writing as they may care to make. 

Section 4.  Notice to Professional Members.  The proposed amendment or amendments and a suitable ballot shall be distributed to the Professional members.

Section 5.  Returned Ballots.  To be counted, completed ballots shall be received by the secretary/treasurer, or designate, within thirty days following the date when blank ballots were distributed to the Professional members.

Section 6.  Inspectors of Voting.  Ballots received shall be reviewed by a special committee of at least two representative members and/or staff appointed by the president.

Section 7.  Votes Required.  An affirmative vote of two-thirds of all ballots cast shall be necessary for the adoption of any amendment.

Section 8.  Results Announced.  The results of the vote shall be announced by the president via electronic communication, mail, or at the next regular meeting, following the return date for the ballots from the Professional members.

ARTICLE XV.  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 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.