STAFFING MANAGEMENT ASSOCIATION OF SOUTH FLORIDA, INC.
ARTICLE 1 GENERAL PROVISIONS
Section 1: Name. The corporation name of this Chapter shall be Staffing Management Association of South Florida, Inc. (herein referred to as the "Chapter"). The Chapter may also conduct business under the fictitious name of "SMA of South Florida". To avoid potential confusion, the Chapter will refer to itself as Staffing Management Association of South Florida or SMA of South Florida and not as SHRM or the Society for Human Resource Management.
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 instrument of SHRM or of a State Council and SHRM shall not be deemed to be an agency or instrument 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 4: Tex Exempt Status. The Chapter shall operate as an independent, not-for-profit organization under IRS 501© (6). The Letter of Determination shall be kept with the Chapter's permanent records.
Section 5: Purpose. The Purpose of the Chapter shall be, on a non-profit basis,
1) to provide a forum for the better understanding of recruitment, employment and human resource retention issues,
2) to advance staffing as a profession, encourage member involvement, and provide value through meaningful education and the exchange of information;
3) to provide a forum for the personal and professional development of our members;
4) to provide an opportunity to develop leadership, managerial, and networking skills;
5) to provide an arena for the development of trust relationships where common problems can be discussed and deliberated;
6) to provide valuable information gathering and dissemination channels of that information;
7) to provide a pool of human resource management leaders for perpetuation of the Chapter and of SHRM;
8) to serve as an important vehicle for introducing staffing and human resource management professionals to SHRM;
9) to serve as part of the two-way channel of communications between SHRM and the individual members;
10) to create an opportunity for the exchange of ideas on problems challenging staffing and retention professionals in our community;
11) to encourage participation in group discussions leading to better methods, best practices, and improved leadership, including the advancement of human resources and the personal development of those responsible for, or who assist in, this profession;
12) to be a recognized community leader in recruitment, employment, and retention;
13) to provide high-quality, energetic and pro-active programs and service to our members with interests in this competencies;
14) to be the voice of the profession on recruitment, employment, and retention.
ETHICS AND PROFESSIONAL STANDARDS
Section 2.1. The Chapter adopts SHRM's Code of Ethics & Standards for the Human Resource profession for members of the Chapter 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.
Section 2.2. The Chapter shall not be represented as advocating or endorsing any issues unless approved by the Board of Directors.
Section 2.3. 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.
ARTICLE Ill FISCAL YEAR
Section 3.1. The Fiscal year of the Chapter shall be on a calendar year.
ARTICLE IV MEMBERSHIP
Section 4.1. Qualifications for Professional Membership. The Chapter is a 100% Chapter of SHRM, and all Chapter members are required to be members in good standing of SHRM. Membership shall include those individuals who are either engaged in supervising, managing, or performing an employment or placement function in a direct or indirect basis or engaged in activities supporting the employment or placement function or those who have a bona fide interest in employment management. Professional members may vote and hold office in the Chapter. To achieve the mission of the Chapter there shall be no discrimination in membership because of race, religion, sex, age, national origin, disability, veteran's status, or any other legally protected class.
Section 4.2. Student Membership. Individuals, who are actively enrolled at a college or university, are interested in pursuing a career in the Human Resources arena and are active student members of SHRM may qualify for Student Membership. Student members may not vote and may not hold office in the Chapter. Student members may attend general meetings and workshops at a reduced fee set by the Board.
Section 4.3. Application for Membership. Application for membership shall be on the Chapter application form. All applications shall be reviewed by the Vice President -Membership and approved by the Board of Directors or their designee. New members shall be afforded full membership rights from the date of application approval by the Board of Directors or their designees.
Section 4.4. 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. Votes shall be tallied by an Ad Hoc Committee appointed by the Board of Directors. No proxies will be permitted.
Mail or electronic ballots can be used for the election of the Board of Directors provided the Chapter has had at least one in-person meeting that year. The Board of Directors may also use electronic voting to conduct the business of the Chapter, including but not limited to, approving minutes, approving treasurer's reports, approving new members, or any other transaction of the Chapter that requires a vote.
Section 4.5. Dues. Annual Chapter membership dues shall be established for the next year by the Board of Directors prior to the Chapter's annual meeting. All members pay the annual membership dues effective January 1st of each fiscal year. New members, approved for membership after October 1 and before December 31, will not be required to pay any additional dues for the following fiscal year. Any active Chapter member who is unemployed at the time of membership renewal will be provided with a one-time opportunity to extend their membership for one year at no cost.
Section 4.6. Termination of Membership. Any member failing to maintain membership in SHRM will forfeit his/her membership in the Chapter.
ARTICLEV MEETINGS OF MEMBERS
Section 5.1. Regular Meetings. Regular meetings of the members shall be held bi-monthly or as otherwise determined by the Board of Directors.
Section 5.2. Annual Meeting. The annual meeting of the members for electing directors and officers and conducting other appropriate business shall be held at such time determined by the Board of Directors.
Section 5.3. Special Meetings. Special meetings of members shall be held on call of the President, the Board of Directors, or by members having one twentieth of the votes entitled to be cast at such a meeting.
Section 5.4. Notice of Meetings. Notice of all special and annual meetings shall be given to all members at least ten days prior to the meetings or such greater period as may be required by Florida law. Notice of regular meetings shall be given to all members at least seven days prior to the meeting or such greater period as may be required by Florida law.
Section 5.5. Agenda Item Request. A professional member in good standing may request the President to place on the agenda of the next regular meeting any action to be taken by the Board of Directors.
Section 5.6. Quorum. A quorum is simply the number of members present at the time, since they constitute the entire membership at that time. The vote of the majority of the members present at a meeting shall be necessary for the adoption of any matter voted on by the members.
ARTICLE VI BOARD OF DIRECTORS
Section 6.1. Role of the Board. The role of the Board of Directors is to transact all business of the Chapter except as prescribed otherwise in the Articles of incorporation or By-laws.
Section 6.2. Qualification. Per SHRM By-laws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office. All other candidates for the Board of Directors must be Professional members of the Chapter in good standing at the time of nomination or appointment and throughout the duration of his/her term of office.
Section 6.3. Number. The affairs of the Chapter shall be governed by the Board of Directors which shall consist of not less than ten (10) and not more than eighteen (18). The following shall be considered the Executive Committee of the Board of Directors: President, President- Elect, Secretary, Treasurer, Vice-President - Membership, Vice-President -Programs, Vice-President - Sponsorship, and Vice-President - Marketing. The remainder of the Board positions may consist of all or part of the following: Past-President, Director - Hospitality, Director - Diversity, Director Legislative Affairs, Director - Professional Development/Student Relations, Director - Workforce Readiness, and Director(s) - At-Large.
Section 6.4. Nomination of Directors. The Board of Directors shall be elected from the recommendations of the Nominating Committee. However, nominations may be made from the floor. The Nominating Committee shall be appointed by the Board of Directors during the third quarter of each election year.
Section 6.5. Elections -Term of Office. Board members shall serve a term of at least one year in the same position. Board members shall be elected by the members at the annual meeting of the membership from the proposed slate of the nominating committee. Each elected
Board member shall assume office on January 1st following his/her election. Board members may not be elected to serve more than five (5) consecutive terms in the same office.
Section 6.6. Vacancies. Any vacancy in the Board may be filled for the unexpired term by the President with consent by the Board of Directors.
Section 6.7. 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 shall be the act of the Board of Directors. No proxies shall be permitted. However, a Director may attend by telephone or such other technology that allows for active participation.
Section 6.8. Removal. A Board member may be removed from office by the Board for (1) 3 unexcused absences*' from meetings, (2) not performing the duties and obligations of the office, or (3) Violation of the Statement of Ethics, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting, and if required by applicable Florida law, also upon a vote of the membership. In additional to forfeiture of Chapter membership, any Director or Officer not maintaining SHRM membership shall relinquish his/her leadership position.
*'Any meeting which the Director or Officer is absent and does not notify the President or President-Elect in advance.
DUTIES AND RESPONSIBILITIES
Section 7.1. 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. The President will be the liaison with SHRM.
Section 7.2. President-Elect. The President-Elect shall in the absence of the President be vested with all the powers of the President. The President-Elect shall have the authority to appoint subcommittees (members that will assist Chairpersons) to plan and implement the activities associated with the Chapter. He/she shall have such other powers and perform such other liaison duties as the Board or the President may determine.
Section 7.3. Vice-President - Membership. The Vice-President- Membership shall serve as Chair of the Membership Committee. He/she shall encourage membership growth and shall maintain the official membership roster of the Chapter. He/she shall have such powers and perform such other Chapter duties as the President may determine.
Section 7.4. Treasurer. The Treasurer shall be responsible for the financial affairs of the Chapter and shall be the preferred cosigner of all checks with the President. These responsibilities shall include financial reports to the Board, billing, and arrangements for the annual examination audit of the accounts as may be required by the Board. He/she shall also perform such other Chapter duties as the President may determine.
Section 7.5. Secretary. The Secretary shall be responsible for recording all pertinent business discussed during regular and special meetings; shall be responsible for making all members aware of such meetings; shall appoint a secretary protemp in his/her absence. He/she shall also perform such other Chapter duties as the President may determine. Other Directors.
Section 7.6. Vice-President - Sponsorship. The Vice-President - Sponsorship shall be responsible for obtaining sponsorships for all regular meetings; social functions, and any workshops and seminars sponsored by the Chapter. He/she shall also perform such other Chapter duties as the President may determine.
Section 7.7. Vice-President- Programs. The Vice-President - Programs shall be responsible for programs conducted at all regular meetings of the members, social functions, and any workshops and seminars sponsored by the Chapter as determined by the Board of Directors. He/she shall also perform such other Chapter duties as the President may determine.
Section 7.8. Vice-President- Marketing. The Vice-President- Marketing shall be responsible for the promotion of all regular meetings, social functions, and any workshops and seminars sponsored by the Chapter. He/she shall coordinate the activities related to the Chapter Newsletter. He/she shall also perform such other duties as the President may determine.
ARTICLE VIII COMMITTEES/TEAMS
Section 8.1. Committee Organization. Committees in addition to the Nominating Committee are established by resolution of the Board. Appointment of Chairpersons to committees is the sole responsibility of the President. The President and the Committee Chair 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 8.2. Committee Activity. Committees are established to provide the Chapter with special ongoing services such as Programs, Membership, Marketing, Legislative Affairs, Professional Development, Student Relations, Public Relations, Community Relations, etc.
ARTICLE IX AMENDMENT OF BYLAWS
Section 9.1. Procedure. The By-laws 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 purpose oft he SHRM and not in conflict with SHRM by-laws. Any motion to amend the by-laws shall clearly state that it is not effective unless and until approved by the SHRM President /CEO or his/her designee.
ARTICLEX CHAPTER DISSOLUTION
Section 10.1. Chapter Dissolution. In the event of the Chapter's dissolution, all property and funds remaining after payment of the Chapter debts, shall be contributed to an organization decided upon by the Board of Directors at the time of dissolution (e.g., the SHRM Foundation, the State Council, a corporation, trust, foundation, or other such organization or charity), consistent with the purposes of the Chapter.
WITHDRAWAL OF AFFLIATED CHAPTER STATUS
Section 11.1. Involuntary Withdrawal. 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 of such proposed withdrawal and an opportunity to provide the SHRM Board of Directors with a written response to such a proposal with a thirty (30) day period.
Section 11.2. Disaffiliation Standards. 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.
Section 11.3. Reconstitution of a New Chapter. 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 Chapter status withdrawn, may re-confer Chapter status upon such body.
ARTICLE XII MISCELLANEOUS PROVISIONS
Section 12.1. Annual Audit. An Audit Committee shall be appointed by the President with the consent of the Board of Directors.
Section 12.2. Parliamentary Authority. The latest accepted edition of Robert's Rules of Order shall be the parliamentary authority of this organization and shall govern in all matters when not in conflict with these bylaws or state law.
Section 12.3. Amendments to Articles of Incorporation. A copy of all proposed changes to The Articles of Incorporation may be amended, altered or rescinded by a majority vote of the membership, provided that (10) days written (post, e-mail, fax) notice be given of such meeting and that the notice contain the text of any suggested amendments, provided such proposed amendment has been approved by the SHRM PresidenVCEO or his/her designee and is not in conflict with SHRM bylaws.