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By-Laws

    Adopted March 27, 2007

    Article I - Name and Affiliation

    Section 1: Name.   The name of the Chapter is the Mississippi Valley Human Resource Association (herein referred to as MVHRA).

    Section 2: Affiliation.  The 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 HRM 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 - Purposes

    The purposes of the Chapter shall be as follows:

    • To raise the standards of performance in all phases of Human Resource Management by providing opportunities for professional growth and Certification.
    • To provide opportunities for conferences, cooperative research and exchange of information among members.
    Article III - Membership

    Section 1: Qualifications for Membership.  Application for membership shall be provided to individuals who demonstrate a bona fide interest in the human resource management profession and the purpose of the chapter.  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: Local Members. Member of MVHRA only.  Local members may vote and hold office in the chapter

    Section 3: National Members. Member of MVHRA and the national SHRM.  National Members may vote and hold office in the chapter.

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

    Section 5: Honorary Members. Any member in good standing at the time of retirement from any firm, organization or institution may be elected to Honorary Membership of the Chapter by the vote of the Board of Directors.  Honorary members shall be entitled to full membership without the payment of dues, but will not have the right to vote   or to hold office.

    Section 6: Application for Membership. Application for membership shall be on the MVHRA application form.

    Section 7: Dues. Annual membership dues shall become payable on January 1 of each year. The amount of dues shall be determined each year by the Board of Directors prior to their due date.  The membership shall be notified thereof.

    Section 8: Termination of Membership. Membership in the Chapter may be terminated for good cause by a two-thirds vote of the Board of Directors.  Membership shall be terminated automatically for non-payment of annual dues.

     Article IV - Meeting of Member

    Section 1:  Regular Meetings.  Regular meetings shall be held monthly and scheduled to accommodate the needs of the membership.

    Section 2:  Notice of Meetings.  A notice of all meetings shall be sent to all members at least ten days prior to the meeting.

    Section 3:  Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person or by conference call at a meeting, shall constitute a quorum.

    Article V - Election of Officers

    Section 1: Mail Balloting – Officers and Directors.  Elections of Officers and Directors shall be conducted by ballot in accordance with the procedures outlined:

    • No later than the first day of September each year, the Nominating Committee, composed of the immediate Past President and no less than three (3)other members of the Chapter, shall prepare and submit to the President its list of nominees for the offices to be filled.
    • The list of nominees will be prepared and distributed to all voting members of the Chapter at least thirty (30) days prior to election.

    Section 2: Elections.

    • Votes required – Each Officer and Director shall be elected on the basis of a plurality of votes cast for that office.
    • Tie Votes – In the event a tie occurs during an election through two or more candidates for the same office receiving the same number of votes, the tie will be voted on by those members attending the next regularly scheduled meeting.

    Section 3: Referendum and Other Mail Balloting. The Board of Directors may submit any matter to the Chapter’s business to the voting membership for resolution by mail ballot or at a regularly scheduled meeting.

    Article VI - Board of Directors

    Section 1: Number. The Board of Directors shall consist of the following officers:  the President, the Vice President, the Secretary/Treasurer, and the Immediate Past President.  Additional members, if any, shall be elected from among the eligible membership.  The number of additional members of the Board may be changed from time to time by Board resolution.

    Section 2: Qualification. All candidates for the Board of Directors must be qualified Local MVHRA or National SHRM members 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. 

    Section 3: Election – Term of Office. All elected Directors shall be elected as provided in these bylaws.  Each elected Director shall assume office on January 1 following his/her election and shall hold office for two years or until his/her successor is elected and takes office

    Section 4: Vacancies. Any vacancy in the Board may be filled for the unexpired term by the vote of the Board in attendance at any regularly constituted meeting.

    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 Director’s Responsibilities. The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in the Article of Incorporation or 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.

    Section 7: 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 VII - 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  MVHRA. He/she shall maintain liaison and be a current member in good standing with SHRM.

    Section 2: The Vice-President.  Assists the President in overseeing all activities of the Chapter. In the absence of the President performs all Presidential responsibilities.

    Section 3: The Secretary/Treasurer.  The Secretary/Treasurer shall be responsible for recording the minutes of all meets of the MVHRA. The Secretary/Treasurer is also responsible for keeping up-to-date roster of names and addresses of all chapter members. He/she shall also be responsible for the financial affairs of the MVHRA.  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 member billing. He/she also performs such other duties as the President may determine.

    Article VIII - Leadership/Committees

    Section 1: Leadership/Committee Organization. Appointments of Chairpersons to committees are 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.

    • The Program Leader - Manages the development and provision of monthly programs, workshops, seminars, and other services provided by the Chapter.
    • The Legislative Leader – monitors and evaluates on a continuing basis pending legislative, regulatory and legal action at the federal, state and local levels that may have an impact on the management of human resources.
    • The School to Career Leader – responsible for promoting educational initiatives at the secondary school level that contributes toward the preparation of youth for the workforce. He/she is also responsible for reporting to the Chapter activities that support the School to Career efforts in the area.
    • The Education/Certification Leader – responsible for keeping all chapter members informed  of upcoming certification testing for PHR and SPHR certifications.
    • The Diversity Leader-- responsible for promoting diversity initiatives within the Chapter and the community. Develop and/or distribute information and materials to Chapter members to promote diversity in the workplace.
    • The Foundation Leader—responsible for keeping Chapter membership up to date regarding opportunities to contribute financially to the SHRM  Foundation and the Foundation’s activities and fund-raising needs.
    • The Membership Leader—responsible for managing the membership function to successfully achieve an increase in Chapter membership. Maintains the Chapter membership information and submits to State and National SHRM as requested. 
    • The Technology Leader – responsible for maintaining and updating the Chapter’s web site.

    Section 2: Committee Activity. 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 IX - 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.

    Article X - Statement of Ethics

    The MVHRA 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 meeting shall actively solicit business from any other member at Association meetings or though the use of information provided to him/her as a member of the Chapter without approval from the Board of Directors.
    Article XI - Amendment of Constitution and Bylaws

    The Bylaws may be amended by a two-thirds affirmative vote of the members present at any meeting at which a quorum exists and provided that notice of the proposed amendment is published and distributed to all members at least two weeks prior to such meeting. 

    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 XII - 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.