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BYLAWS: DETROIT SHRM


Modified based on SHRM approval and Ratified by Chapter Membership November 2015


ARTICLE I. NAME AND LEGAL NATURE

Section 1. Name.  The name of the organization shall be Detroit SHRM – a non-profit corporation hereafter referred to as “Detroit SHRM.”

Section 2. Legal Nature.  Detroit SHRM shall be a nonprofit corporation organized and existing under the laws of the State of Michigan.

Section 3. Affiliation.  Detroit SHRM is affiliated with the Society for Human Resource Management (herein referred to as "SHRM").

Section 4. Relationships.  Detroit SHRM 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 Detroit SHRM. Detroit SHRM shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. Detroit SHRM shall not contract in the name of SHRM without the express written consent of SHRM.

ARTICLE II. PURPOSE

Section 1. Purpose.  The purpose of Detroit SHRM shall be to further the human resources profession within the meaning of Section 501(c)(6) of the Internal Revenue Code within the Greater Metropolitan Detroit area. Subject to this limitation, Detroit SHRM shall be organized and operated within the Greater Metropolitan Detroit area for the following purposes:

A.  To encourage, promote, and affect the voluntary interchange among Detroit SHRM members of data, information, experience, ideas, and knowledge about methods, processes, and techniques relating to the profession of human resources.

B.  To observe ethical and professional standards of work and to foster and encourage observance of the same for all practitioners of human resources.

C.  To hold meetings and events on human resources related matters and current issues for Detroit SHRM members, guests, and non-member business professionals.

D.  To recognize, promote, and generally enhance the human resources profession by communicating the activities and accomplishments of Detroit SHRM and its members to the business community.

E.  To provide the membership with information concerning SHRM, which exists to promote human resources professionalism and to actively support those in the profession.

F.  To maintain ongoing contact with local college chapters of SHRM.

G.  To contribute positively to the communities we live in and the organization we serve as a result of our combined efforts in the practice and promotion of human resources professionalism.

ARTICLE III. OFFICES

Section 1Registered Office.  The registered office of Detroit SHRM shall be PO Box 99463, Troy, MI 48099.

Section 2Other Business Office.  Detroit SHRM may have business offices at such other places, either within or without the State of Michigan, as the Board of Directors and Board Members may designate or as the business of Detroit SHRM may require from time to time.

ARTICLE IV. MEMBERS

Section 1. Classes of Members.  Detroit SHRM will have six classes of members. The designation of such classes and the qualifications and rights of the members of such classes are as follows: Professional, Student, Transition Professional, Professional All-Inclusive, Corporate, and Resource Partners.

A.  Professional: 

Individuals must meet at least one of the following qualifications to be considered for Professional membership and to retain voting rights:

1.         A human resources practitioner either employed or in transition.

2.         An active member of the national SHRM (membership number must be provided).

3.         A certified human resources professional holding a SPHR, PHR, GPHR, CCP, CEBS, CPT, ISPI, SHRM-CP or SHRM-SCP.  Other certifications will be considered on a case-by-case basis by the Board or its designees.

4.         A faculty member teaching a human resources curriculum at an accredited college or university.

5.         An attorney or consultant whose primary business purpose is advising clients on human resources matters.

B.  Student:

Individuals must meet both of the following qualifications and will have voting rights: A college or university undergraduate or graduate student (full-time or part time) who is:

1.         Enrolled in at least one course that is part of a curriculum toward a degree in human resources and

2.         Not currently employed as a human resources practitioner.

A student who is a member of SHRM (and can provide a valid student SHRM member number) will have Detroit SHRM membership dues waived.

Eligibility is dependent on meeting the requirements of sections A or B without regard to race, color, creed or religion, national origin, age, sex, sexual orientation, gender identity, disability or Veteran status or any other legally protected status.

C.  Transition Professional Member:  

The Pay It Forward program is designed to support human resources professionals whose jobs have been impacted by the economy. With this program, new members in transition can join Detroit SHRM at a reduced cost. Existing members can assist individuals who would like to join Detroit SHRM by giving a gift of to cover the cost of membership dues.

New members who participate in this program by accepting sponsorship will be asked to pay it forward and sponsor another member once the Transition Professional Member re-enters the workforce.

D.  Professional All-Inclusive Member

An individual who meets at least one of the qualifications below and will be granted full membership privileges and voting rights:

1.         A human resources practitioner either employed or in transition.

2.         A certified human resources professional holding a SHRM-SCP, SHRM-CP, SPHR, PHR, GPHR, CCP, CEBS, CPT or ISPI.  Other certifications will be considered on a case-by-case basis by the Board.

3.         A faculty member teaching a human resources curriculum at an accredited college or university.

4.         An attorney or consultant whose primary business purpose is advising clients on human resources matters.

This membership is active from January 1 – December 31 and includes:  up to 12 webinars, five chapter events (odd months); one annual event (November), six networking events (even months) and two workshops (June and October).

E.  Corporate Membership

This type of membership is for a group of human resources professionals working in the same organization whose company pays for a team of its human resources employees to attend educational and networking events for the calendar year.  The corporate membership includes our standard education calendar.  Any additional events would be at an additional cost to corporate members.   

F.  Resource Partners:

Resource Partners are individuals or businesses that are provided (1) the opportunity to network and create heightened visibility and awareness among Detroit SHRM members and (2) networking among an elite group of other resource partners, including Resource Partners group meetings and Resource Partners group power lunches aimed at garnering greater understanding of fellow Resource Partners group members’ businesses.

Section 2. Election of Members.

A.  Any candidate may apply for membership under the requirements set forth above in Article IV, Section 1, Classes of Members.

B.  Applications are reviewed and approved by the Administrative Support Team if the applicant meets the requirements of the applicable member class.  Applicants for Student membership must submit proof of enrollment.

C.  Candidates accepted into Detroit SHRM will be so advised by the Board Member of Member Services or designee via email.  Candidates failing to meet membership requirements also will be so notified by the Board Member of Member Services or designee via email.

D.  Individual memberships remain with the individual.  Corporate memberships are retained by the company and can be reassigned to other qualified employees within the company. 

Section 3. Voting Rights.  Each member is entitled to one vote on each matter submitted to a vote of the members.

Section 4. Termination of Membership.  The Board of Directors and Board Members, by a simple majority vote of all of the members of the Board, may suspend or expel a member for actions which the Board considers to violate the purposes of Detroit SHRM to the extent such violations bring discredit upon Detroit SHRM and are disruptive of the relationships between members. Such expulsion shall be completed only after the offending member has been accorded an opportunity to defend such actions before the Board or a committee appointed for such purpose. No expulsion or withdrawal, either voluntary or involuntary, of any member shall entitle any member to any right of repayment of any sum or sums, any portion thereof, that the member may have contributed to the funds of Detroit SHRM, but all such sums however invested, shall be retained by and belong to Detroit SHRM.

Section 5. Resignation.  Any member may resign by filing a written resignation to the Board Member of Member Services, but such resignation will not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. 

Section 6. Reinstatement.  Upon written request signed by a former member and filed with a Board Member of Member Services, the Board of Directors and Board Members may, by a simple majority vote of the members of the Board, reinstate the former member to membership upon such terms as the Board may deem appropriate.

Section 7. Annual Dues.  The Board of Directors and Board Members may determine from time to time the amount of annual dues payable to Detroit SHRM by members of each class. The dues will cover membership in Detroit SHRM for the following year.

Section 8. Payment of Dues.  Generally, new members’ dues shall cover the period of one year beginning the date payment is received (anniversary date). Thereafter, current members’ dues shall be payable on the anniversary date.

Dues for Corporate memberships, Professional All-Inclusive Members and Resource Partner memberships are paid and renewed using the calendar year (January 1 – December 31).  

ARTICLE V. MEETING OF MEMBERS

Section 1. Meetings.  Detroit SHRM shall normally meet every month, January through November.

Section 2. Annual Meeting.  The annual meeting of the members shall be held each year, notice to be given in accordance with Section 5 of this Article, for the election of the Board of Directors and Board Members and for the transaction of such business as may properly come before the meeting.

Section 3. Special Meetings.  Special meetings of the members for any purpose or purposes, or an emergency change of a meeting, may be called by the Board of Directors and Board Members.

Section 4. Place of Meeting.  The Board of Directors and Board Members may designate any place, within the State of Michigan, for any membership meeting, annual meeting or for any special meeting called by the Board.

Section 5. Notice of Meetings.

A.  Notice. At least two (2) weeks prior to the date fixed for the holding of any meeting of members, written notice of the time, place and purpose of such meeting shall be delivered either personally, by regular USPS mail, by electronic mail or via the Chapter website, to each member of record entitled to vote at such meeting, or may be included by being prominently displayed in a newspaper or other periodical regularly published at least semiannually by or in behalf of Detroit SHRM and mailed at postage rates complying with the regulations of the United States postal service addressed to a member entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the meeting.

B.  Attendance at Meeting. A member’s attendance at a meeting constitutes a waiver of notice of the meeting unless the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Member Action Without a Meeting.  Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken at a meeting of the members may be taken without a meeting, without prior notice and without a vote, if all the members entitled to vote thereon consent thereto in writing.

Section 7. Quorum.  The presence in person or by proxy of ten percent (10%) of the members of Detroit SHRM shall constitute a quorum at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

Section 8. Proxies.  At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of Detroit SHRM before or at the time of the meeting.

Section 9. Manner of Acting.  When an action, other than the election of Directors and Board Members, is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote thereon. Except as otherwise provided by the Articles of Incorporation, Directors and Board Members shall be elected by a plurality of votes cast at an election.

ARTICLE VI. BOARD OF DIRECTORS AND BOARD MEMBERS – PURPOSE AND STRUCTURE

Section 1. General Powers.  The business, property and affairs of Detroit SHRM shall be managed by its Board of Directors and Board Members.

Section 2. Number.  The Board of Directors and Board Members shall consist of not fewer than ten (10) or more than 21 persons who are members of Detroit SHRM.

Section 3. Terms of Office.  The terms of office for the members of the Board of Directors and Board Members shall be two (2) years, except the office of the President, which will be three (3) years, as President-Elect, President and Immediate Past President. No Board Member, other than the President or President-Elect named in Article VII, may be elected to more than three (3) consecutive, two (2)-year terms. The President or the President-Elect may be allowed to extend his or her term for three (3) more years, if needed, to serve as elected.

Section 4. Removal.  At a meeting of the Board of Directors and Board Members, any Director or Board Member may be removed from office, with or without cause, by a simple majority vote of the Directors and Board Members. When any Director or Board Member is removed, a new Director or Board Member may be elected to fill the unexpired term of the removed Director or Board Member; such unexpired term shall be considered a vacancy on the Board filled by the remaining Directors and Board Members.

Section 5. Resignation.  Any Director or Board Member of Detroit SHRM may resign at any time by giving notice to the Board of Directors, the President, Secretary or Treasurer of Detroit SHRM.  Unless a later date is specified in such written notice, a resignation shall take effect upon delivery thereof to the Board of Directors and Board Members or the designated officer. It shall not be necessary for a resignation to be accepted before it becomes effective.

Section 6. Vacancies.  Vacancies occurring in the Board of Directors and Board Members by reason of death, resignation, removal or other inability to serve shall be filled by a majority vote at any meeting of the Board. A member of the Board appointed to fill a vacancy shall serve the remainder of the appointed term.

Section 7. Qualification.  All nominees to the Board of Directors and Board Members must be members in good standing for at least six (6) months.  All members of the Board are required to be SHRM members and are encouraged to seek HR Certification (SPHR or GPHR SPHR, PHR, GPHR, CCP, CEBS, CPT, ISPI, SHRM-CP or SHRM-SCP).

Section 8. Nomination and Election.

A.  The Nominating Committee shall consist of the Executive Board (i.e., President, President-Elect, Immediate Past President, Secretary and Treasurer).

 B.  The Nominating Committee will make its first report at the September Board of Directors and Board Members meeting.

C.  The Nominating Committee will make its final report at the October Board of Directors and Board Members meeting at which time the ballot for electing at-large members of the Board will be finalized.

D.  Elections will be held annually. Ballots are to be distributed via regular or electronic mail or via the Chapter website.  The ballot must be approved by a majority of members voting. Section 9. Regular Meetings.  Regular meetings of the Board of Directors and Board Members may be held once each month, January through November, at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for holding of regular meetings of the Board shall be mailed to each Director and Board Member at least three (3) days prior to the meeting or by electronically transmitting the same at least two (2) days before, the first meeting held pursuant thereto. Any business may be transacted at any regular meeting of the Board.

Section 10. Special Meetings.  Special meetings of the Board of Directors and Board Members shall be held whenever called by any member of the Board. The Secretary or designee shall give notice of each special meeting of the Board of Directors and Board Members, by mailing the same at least three (3) days prior to the meeting or by electronically transmitting the same at least two (2) days before the meeting, to each Director and Board Member; but such notice may be waived by any Director or Board Member. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.  At any meeting at which a quorum of Directors and Board Members shall be present, even though without notice, any business may be transacted and any Director or Board Member may in writing waive notice of the time, place, and objectives of any special meeting.

Section 11. Quorum.  A quorum of the Board of Directors and Board Members shall be a majority of the voting members of the Board.

Section 12. Manner of Acting.  The act of the majority of the voting Directors and Board Members present at a meeting at which a quorum is present shall be the act of the Board of Directors and Board Members. A Director or Board Member may participate in a meeting by means of conference telephone or similar communications equipment through which all persons participating in the meeting can communicate with the other participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Section 13. Compensation.  Directors and Board Members shall not receive any stated salary for their services.

Section 14. Presumption of Concurrence.  A Director or Board Member who is present at a meeting of the Board of Directors and Board Members, or a committee thereof of which the Director or Board Member is a member, at which action on a corporate matter described in Section 551 of the Michigan Nonprofit Corporation Act is taken, is presumed to have concurred in that action unless a dissent is entered in the minutes of the meeting or unless the Director or Board Member files a written dissent to the action with the person acting as Secretary of the meeting before or promptly after the adjournment thereof. A Director or Board Member who is absent from a meeting of the Board of Directors and Board Members, or a committee thereof of which the Director or Board Member is a member, at which any such action is taken is presumed to have concurred in the action unless the Director or Board Member files a dissent with the Secretary of Detroit SHRM within a reasonable time after obtaining knowledge of the action.

Section 15. Action by Consent in Writing.  Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken by the Board of Directors and Board Members or committee thereof at a meeting or by resolution may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors and Board Members or members of the committee then in office.

ARTICLE VII. OFFICERS

Section 1. Number.  The officers shall consist of an Immediate Past President, President, President-Elect, Secretary and Treasurer.  Each such officer must also be a member of the Board of Directors and Board Members.

Section 2. Immediate Past President.  The Immediate Past President shall act in an advisory capacity to the Board of Directors and Board Members and perform the duties of the President should neither the President nor President-Elect be able to do so.

Section 3. President.  The President shall be the chief executive officer of Detroit SHRM and, subject to the control of the Board of Directors and Board members, shall in general supervise and control all the business and affairs of Detroit SHRM.  He or she shall preside at all meetings of the members and of the Board of Directors and Board Members, shall have general supervision over the affairs of Detroit SHRM, subject to the Board, and serve as delegate to the Michigan State Council. He or she shall have authority, subject to such rules as may be prescribed by the Board, to appoint such agents and employees of Detroit SHRM as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have authority to sign, execute and acknowledge, on behalf of Detroit SHRM, all deeds, mortgages, bonds, membership certificates, contracts, leases, reports, and all other documents or instruments necessary or proper to be executed in the course of Detroit SHRM’s regular business, or which shall be authorized by resolution of the Board; and, he or she may authorize the President-Elect or other officer or agent of Detroit SHRM to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

Section 4. President-Elect.  The President Elect shall assist the President, as directed; shall be vested with the powers of the President; and shall perform all of the duties of the President during the President’s absence, and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors and Board Members.

Section 5. Secretary.  The Secretary shall (a) record and keep the minutes of the Members, and of the Board of Directors and Board Members, meetings in one or more books provided for that purpose and distribute same as directed by the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and in case of his or her absence or refusal or neglect to do so, any such notice may be given by any person as directed by the President, or by the Director or Board Members or members upon whose written request the meeting is called as provided in these Bylaws; (c) be the custodian of the corporate records; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board. The Secretary’s administrative and clerical duties can be delegated to an outside management organization under contract.

Section 6. Treasurer.  The Treasurer shall be responsible for handling and securing the finances of Detroit SHRM as directed by the Board of Directors and Board Members. He or she shall: (a) have charge and custody of, and be responsible for, all the funds and securities of Detroit SHRM; receive and give receipts for moneys due and payable to Detroit SHRM from any source whatsoever, and deposit all such moneys in the name of Detroit SHRM in such banks, trust companies or other depositories as shall be selected in accordance with the Provisions of Article IX of these Bylaws; (b) maintain accurate financial records, prepare monthly profit and loss statements for the Board and coordinate the preparation of an annual report to Detroit SHRM; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. The Treasurer’s administrative and clerical duties can be delegated to an outside management organization under contract.

Section 7Board Members.  The Board of Directors and Board Members shall appoint the following Board Members who may also serve as liaisons to the respective committees: a Board Member of Education, a Board Member of Member Services, a Board Member of Marketing and Communication, a Board Member of Strategic Partners, and a Board Member of Government and Community Relations.

These Board Members or liaisons will work collaboratively to support the Director of each committee to:

A.  Arrange for speakers and facilities for all membership events and the annual meeting of Detroit SHRM.

B.  Recruit members, and review any questionable applications of prospective members, and retain existing members

C.  Coordinate communication and marketing activities.

D.  Coordinate any sponsorship or partnership efforts with corporations or similar affiliated entities.

E.  Coordinate activities involving communities, schools and associations.

Each Board Member or liaison shall have such powers and shall perform such other duties as may be assigned to him or her by the Board of Directors and Board Members or by the President.

Section 8Additional Board Member Positions.  The Officers from time to time may appoint Board Members to oversee other areas, such as Special Projects, and/or for strategic reasons in the interest of Detroit SHRM.

An Executive Council of the Board of Directors and Board Members shall consist of up to eight members in good standing who are at a senior level and can offer guidance as well as secure resources for the benefit of advancing value to the members through educational and networking events.  Members of the Executive Council will serve in an advisory role.  They shall be non-voting members and are not included in establishing a quorum.  Executive Council Members are required to attend at least four Board meetings each year, the Annual Meeting and the event for Strategic Planning, but are welcome to attend more.

Section 9. Salaries.  No Director, Officer, Board Member or Executive Council Member shall receive any stated salary for his or her services.

Section 10. Filling More Than One Office.  Any two offices of Detroit SHRM, except those of President and President-Elect, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledged, or verified by any two or more officers. 

ARTICLE VIII. CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

Section 1. Contracts.  The Board of Directors and Board Members may authorize any voting Officer or Officers, agent or agents, to enter into any contract, to execute and deliver any instrument, or to acknowledge any instrument required by law to be acknowledged in the name of and on behalf of Detroit SHRM.  Such authority may be general or confined to specific instances but the appointment of any person other than an officer to acknowledge an instrument required by law to be acknowledged should be made by instrument in writing. When the Board of Directors and Board Members authorize the execution of a contract or of any other instrument in the name of and on behalf of Detroit SHRM, without specifying the executing officers, the President or President-Elect, and the Secretary or Treasurer must execute the same.

Section 2. Loans.  No loans shall be contracted on behalf of Detroit SHRM and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors and Board Members. Such authority may be general or confined to specific instances. No loan or advance to or overdraft or withdrawal by an officer, Board Member or member of Detroit SHRM otherwise than in the ordinary and usual course of the business of Detroit SHRM and on the ordinary and usual terms of payment and security shall be made or permitted.

Section 3. Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of Detroit SHRM shall be signed by the President, President-Elect, or Secretary or Treasurer. All checks, drafts or other evidences of indebtedness issued in the name of Detroit SHRM for fifteen hundred dollars ($1,500.00) or more shall be signed by two (2) of the above named Board officers

Section 4. Deposits.  All funds of Detroit SHRM not otherwise employed shall be deposited from time to time to the credit of Detroit SHRM in such banks, trust companies or other depositories as the Board of Directors and Board Members may select.

Section 5. Contracts Between Detroit SHRM and Related Persons.  Any contract or other transaction between Detroit SHRM and one or more of its Directors or Board Members; or between Detroit SHRM and any firm of which one or more of Detroit SHRM’s Directors or Board Members are members or employees; or in which he, she or they are interested: or between Detroit SHRM and any organization of which one or more of Detroit SHRM’s Directors or Board Members is a shareholder, member, director, officer or employee; or in which he, she, or they are interested; shall be valid for all purposes, notwithstanding his, her or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and Board Members and the Board shall, nevertheless, authorize, approve, and ratify such contract or transaction by a vote of a majority of the Directors and Board Members present, such interested Director(s) or Board Member(s) to be counted in determining whether a quorum is present, but not to be counted as voting upon the matter or in calculating the majority of such quorum necessary to carry such vote. This section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

ARTICLE IX. SOCIETY FOR HUMAN RESOURCE MANAGEMENT

Section 1. Support by Detroit SHRM.  As a general rule Detroit SHRM will support the principles of SHRM.

Section 2. Membership.  Detroit SHRM encourages its members to join SHRM.

Section 3. Delegate to the SHRM National Convention.  Detroit SHRM will be represented at the annual national convention of SHRM by the President. In support of this representation, Detroit SHRM will pay all or some of the President’s expenses, such amount to be approved by the Board of Directors and Board Members based upon the total cost involved and Detroit SHRM’s financial condition. Also, the Board may elect to send the President-Elect and pay all or some portion of the expenses based on the total costs involved and Detroit SHRM’s financial condition. In the event that the President or President-Elect are unable to attend, the most appropriate Detroit SHRM Director or Board Member as delegated by the Board will attend in their place with all or some portion of the expenses paid by Detroit SHRM, the amount to be approved each year by the Board based upon the total cost involved and Detroit SHRM’s financial condition.

Section 4. Delegate to Michigan State Conference.  Detroit SHRM representative to the Michigan State Conference will be the most appropriate Board Member as delegated by the Board of Directors and Board Members. In support of this representation, Detroit SHRM will pay all or some portion of the expenses, the amount to be approved each year by the Board based upon the total cost involved and Detroit SHRM’s financial condition.

Section 5. Delegates to Other SHRM Conferences.  The Board of Directors and Board Members may appoint a Board Member to represent Detroit SHRM at any other SHRM conference, including the SHRM Leadership Conference. In support of this representation, Detroit SHRM will pay all or some portion of the expenses, the amount to be approved each year by the Board based upon the total cost involved and Detroit SHRM’s financial condition.

Section 6. Delegate to the SHRM State Council of Michigan.  Detroit SHRM President shall be the designated voting member to the State Council and shall attend state meetings on a regular basis. The President may appoint an alternate delegate to attend meetings in the President’s absence. In support of this representation, Detroit SHRM will pay all or some portion of the expenses, the amount to be approved each year by the Board of Directors and Board Members based upon the total cost involved and Detroit SHRM’s financial condition.

ARTICLE X. INDEMNIFICATION

No Board Member or Officer of Detroit SHRM shall be liable for any act or failure to act, except for intentional wrongdoing.  Each person who is or was a Board Member or Officer of Detroit SHRM or who serves or has served at the request of Detroit SHRM as a Board Member or Officer, agent or committee member or any other Detroit SHRM partnership, joint venture, trust or other enterprise, shall be indemnified by Detroit SHRM to the fullest extent to which Detroit SHRM has the power to so indemnify such persons pursuant to the laws of the State of Michigan as it may be in effect from time to time.  Detroit SHRM shall purchase and maintain insurance, if such insurance is reasonably available in standard policy offerings, on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such whether or not Detroit SHRM would have power to indemnify such person against such liability under the laws of the State of Michigan.  The Board of Directors and Board Members may also elect, on a case by case basis, to indemnify an employee or agent of Detroit SHRM.

ARTICLE XI. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted either by the affirmative vote of the members representing a majority of the members entitled to vote at any annual or special members’ meeting or by the affirmative vote of the majority of the Board of Directors and Board Members at any regular or special meeting, if a notice setting forth the terms of the proposal has been given in accordance with the notice requirements for special meetings of members or for special meetings of the Board of Directors and Board Members, whichever may be applicable. The Board of Directors and Board Members may make and alter all Bylaws; provided that any Bylaw amended, altered or repealed by the Board of Directors and Board Members, as provided herein, may thereafter be amended, altered, or repealed by the members. All Bylaw amendments must be pre-approved by SHRM before they are official for the chapter. Any and all Bylaws, updates or changes must be sent to SHRM before a membership vote.

ARTICLE XII. TERMINATION

Upon dissolution of Detroit SHRM, the Board of Directors and Board Members shall, after paying or making provisions for payment of all the liabilities of Detroit SHRM, dispose of all the assets of Detroit SHRM exclusively for the purposes of Detroit SHRM in such manner, or to such organization or organizations organized or operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code or any corresponding future section and any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the principal office of Detroit SHRM is then located, exclusively for such purposes or to such organizations, as the Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XIII. MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year.  The fiscal year of Detroit SHRM shall end on the last day of December.

Section 2. Notices.  Whenever, under the provisions of these Bylaws, notice is required to be given to any Director, Board Member, officer, or member it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postage paid sealed wrapper, addressed to each member, officer, Director or Board Member at such address as appears on the books of Detroit SHRM, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any member, Director, Board Member or officer may waive any notice required to be given under these Bylaws.

Section 3. Conduct of Meeting.  Meetings of Detroit SHRM shall be governed by the rules contained in Robert’s Rules of Order in all cases to which they are applicable and in which they are consistent with the law.

ARTICLE XIV. WITHDRAWAL OF AFFILIATED CHAPTER STATUS

Affiliated chapter status may be withdrawn by the President/CEO of SHRM or his or 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.

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