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Chapter By Laws


    Section 1: Name. The name of the Chapter shall be the Dulles Chapter of the Society for Human Resource Management (herein referred to as the “Chapter”).

    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 SHRM without express written consent of SHRM. The Chapter shall not contract in the name of SHRM without the express written consent of SHRM.


    The purposes of the Chapter are as follows:

    (a) To provide opportunities for networking, professional development, and exchange of information among its members.

    (b) To raise the standards of performance in all phases of human resource management.

    (c) To partner with the local business community to promote the values and goals of the Human Resource profession.

    (d) To encourage adherence to SHRM Code of Ethics.

    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:

    • to be a recognized world leader in human resource management;
    • to provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;
    • to be the voice of the profession on human resource management issues;
    • to facilitate the development and guide the direction of the human resource profession; and
    • to establish, monitor and update standards for the profession.


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


    Section 1: Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in Sections 2 and 3 of this Article. To achieve the purposes of SHRM and this Chapter, there shall be no discrimination in individual memberships because of race, religion, sex, age, national origin or handicap. Memberships are individual and not transferable to other members.

    Section 2: Professional Members. The Chapter is a 100% Chapter of SHRM, and all Chapter members are required to be members in good standing of SHRM. Membership in the national organization must be maintained to continue Chapter membership. Membership shall be limited to those individuals who are either (a) engaged in the profession of human resource management at the exempt level for at least three years; (b) have current professional certification by the Human Resource Certification Institute; (c) faculty members holding an assistant, associate or full professor rank in human resource management or any of its specialized functions at an accredited college or university and have at least three years of experience at this level of teaching; (d) full-time consultants with at least three years experience in the field of human resource management; (e) full-time attorneys with at least three years experience in counseling and advising clients on matters relating to the human resource profession; or (f) individuals in non-exempt human resource management positions as well as those who demonstrate a bona fide interest in human resource management and in the purposes of the Chapter. The rights and privileges of Professional Members include the right to vote and hold office in the Chapter.

    Section 3: Student Members. Individuals who are enrolled either as full or part time students with the equivalent of at least 6 credit hours in human resources degree programs at the college or university level. Student members may not vote or hold office in the Chapter.

    Section 4: Application for Membership. Application for membership by a current SHRM member shall be made on the Chapter application form. Individuals who are not current SHRM members shall complete the SHRM application form concurrent with Chapter application. 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 and receipt of dues.

    Section 5: Involuntary 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 Chapter dues. Any member failing to maintain membership in SHRM will forfeit his/her membership in the Chapter.

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

    Section 7: Dues. Annual membership dues shall be established for the next year by the Board of Directors prior to the mailing of renewal notices. Annual dues shall become payable on January 1 of each year.


    Section 1: Regular Meetings: Regular meetings shall be held monthly on the third Wednesday, subject to change by the Board.

    Section 2: Annual Meeting: The annual meeting for electing the Board of Directors and other appropriate business shall be in November of each year or at such other time as determined by the Board of Directors.

    Section 3: Special Meetings: Special meetings of members shall be held on call of the President, the Board of Directors or by members having at least 15% of the votes entitled to be cast at such meeting.

    Section 4: Notice of Meetings: A notice of all special and annual meetings shall be sent to all members at least ten days prior to the meetings. Notice of regular meetings shall be sent to all members at least seven days prior to the meetings. Notice of meetings may be sent electronically.

    Section 5: Quorum: Members holding 15% of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. The vote of the majority of the members present or represented by proxy at which a quorum is present 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.


    Section 1: Election of Board of Directors: Members of the Board of Directors shall be elected at the annual meeting and installed at the December meeting. Elections may be conducted electronically.

    Section 2: Appointment of Nominating Committee: The President shall appoint a Nominating Committee at a time sufficient to support annual elections to the Board of Directors. The President Elect of the Chapter shall normally serve as the Chairperson.


    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 Chapter and in general exercise all powers of the Chapter.

    Section 2: Composition of the Board: the following shall be members of the Board of Directors: the President, the President Elect, the Secretary, the Treasurer, Vice President of Membership, Vice President of Programs, Legislative Liaison, Diversity Education and Workforce Director, Communications Director, Certification Representative, Registration Coordinator, Student Chapter Liaison, SHRM Foundation Representative, Special Interest Group (SIG) Director and the immediate Past President. These shall constitute the governing body of the Chapter. Additional “at large” or other Board positions may be appointed by the President and be elected from among the eligible membership.

    Section 3: Qualification. All candidates for the Board of Directors must be qualified Professional Members of the Chapter in good standing at the time of nomination or appointment. The Chapter also requires that each Board member be a current member in good standing of SHRM throughout the duration of his/her term of office.

    Section 4: Election – Term of Office: All Directors shall be elected by the members at the Annual Meeting from the proposed slate of the Nominating Committee as provided in the Bylaws. Each elected Director shall assume office on January 1 following his/her election and shall hold office for one year. Board members may not serve in the same position for more than three (3) consecutive terms without an affirmative majority vote of the full Board. The President Elect shall succeed the President on January 1. In the event the President Elect is not available to succeed the President, the President may not hold consecutive terms of office without an affirmative majority vote of the full Board.

    Section 5: Vacancies: Any vacancy in the Board shall be filled for the unexpired term by a vote of a majority of the Board in attendance at any regularly constituted Board meeting. The Board will make reasonable effort to solicit interested candidates from among the Professional membership to fill such vacancies.

    Section 6: Quorum: Fifty percent (50%) of the total Board membership either in person or by conference call, 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, either in person or by conference call, shall be the act of the Board except to the extent that applicable state law may require a greater number

    Section 7: Board of Directors Responsibilities: The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in the Bylaws. A Professional member in good standing may request the President to place on the Agenda of the next regular meeting any action, issue or concern to be addressed by the Board of Directors.

    Section 8: Removal of Director: Any Director may be removed from office for cause upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting. The Director shall be entitled to a due process hearing prior to any termination action being imposed.


    Section. 1: Board Descriptions: Position descriptions, including responsibilities for all Board positions, are reviewed annually and are posted and maintained on the Chapter website.


    Section 1. Committees. The establishment of both standing and ad-hoc committees shall be the right of the President and Board of Directors.

    Section 2. Committee Organization: An 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 3. Committee Activity: Committees are established to provide the Chapter with special ongoing services such as but not limited to Programs, Membership Communications, Legislative Affairs, Professional Development, Student Chapter Affairs, Public Relations, etc.


    Mail or electronic ballots can be used for the election of Directors and other business that requires a vote of the membership, provided the Chapter has had at least one in-person meeting that year.


    Section 1. Amendment: The Bylaws may be amended by a majority vote of the Professional members present at any meeting at which a quorum exists provided that the amendments have been approved by the Board of Directors and notice of the proposed amendment is given to all members at least one month 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 SHRM and not in conflict with SHRM bylaws.


    Section 1: Gender as used in these bylaws: Feminine or neuter pronouns shall be substituted for those of the masculine form, and the plural shall be substituted for the singular number in any place wherever the context may require such substitution or substitutions.


    Section 1: Dissolution of Chapter: 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 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 Chapter 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.


    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.