ARTICLE I - Name and Affiliation

Section 1. Name. The name of the Chapter is the Southwest Washington Human Resource Management Association (herein referred to as SWHRMA).

Section 2. Affiliation. The Chapter is affiliated with the Society of Human Resource Management (herein referred to as SHRM) and the Northwest Human Resource Management Association (herein referred to as NHRMA).

ARTICLE II - Membership

Section 1. Qualification for Membership. The qualifications for membership in the SWHRMA shall be stated in Sections 2, 3 and 4 of this Article. 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. Members are individuals (not corporate) and are not transferable to other individuals.

Membership in SWHRMA shall be restricted to those individuals who currently and continually maintain full membership in the Society for Human Resource Management (SHRM).

Section 2. Professional Members. Membership shall be limited to (a) those individuals who are engaged in the profession of human resource management at the exempt level for at least three years; or (b) are certified by the Human Resource Certification Institute; or (c) faculty members holding an assistant, associate or full professor rank in the human resource management or any of it's specialized functions at an accredited college or university and have at least three years experience at this level of teaching; or (d) full-time consultants with at least three years experience in the field of human resource counseling and advising clients on matters relating to the human resource profession. Professional members may vote and hold office in the chapter.

Section 3. Associate Members. Individuals in non-exempt human resource management positions, as well as those individuals who do not meet the requirements of the professional membership category, but who demonstrate a bona fide interest in human resource management and the mission of the Chapter. Associate members may not vote and may not hold office in the Chapter.

Section 4. Application for Membership. Application for membership shall be on the SWHRMA application form. All applications shall be reviewed and approved by the Membership Director. New members shall be afforded full membership rights from the date of application approval by the SWHRMA Membership Director.

Section 5. 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. Associate and Student Members shall have no right to vote. Votes shall be judged by an Ad Hoc Committee appointed by the Board of Directors.

Section 6. Dues. Should annual membership dues be assessed, shall be established for the next calendar year by the Board of Directors before the annual meeting prior to the next calendar year.

ARTICLE III - Meeting of Members

Section 1. Regular Meetings. Regular meetings of the members shall be held on the 2nd Tuesday of each month or as otherwise determined by the Board of Directors.

Section 2. Annual Meeting. The annual meeting of the members for electing directors and officers and conducting other appropriate business shall be held in September 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 one-twentieth of the votes entitled to be cast at such meeting.

Section 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. Notice of regular meetings shall be given to all members at least seven days prior to the meeting.

Section 5. Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. The vote of the simple majority of the members present or represented by proxy at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted on by the members.

ARTICLE IV - Board of Directors

Section 1. Number. The Board of Directors shall consist of a minimum of the following officers: President, President Elect, Vice President, Treasurer, and Secretary. Additional members shall be elected from among the eligible membership as members of the Board of Directors along with the Past President.

Section 2. Qualification. All candidates for Board of Directors must be Professional members of the SWHRMA in good standing at the time of nomination or appointment.

Section 3. Election - Term of Office. Directors shall be elected by the members at the annual meeting of the membership from the proposed slate of the nominating committee appointed by the Board of Directors at the beginning of each election year. Each elected Director shall assume office on January 1 following his/her election and shall hold office for one year or until his/her successor is elected and takes office. A Director may succeed himself/herself no more than once in the same position with the exception of founding directors who served a partial term in the calendar year of 2000. The founding directors may serve a total of two and one half years consecutively in the same position.

Section 4. Vacancies. Any vacancy in the Board may be filled for the unexpired term by the President, or someone appointed by the President with consent by the Board of Directors.

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 Directors' Responsibilities. The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in these Bylaws. A Professional member in good standing may request the President to place on an agenda of the next regular meeting of the chapter 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 then entire Board of Directors at a duly constituted Board of Directors meeting.

ARTICLE V - 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 SWHRMA. He/she shall maintain liaison and be a current member in good standing with SHRM.

Section 2. The 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 other liaison duties as the Board of the President may determine. In addition to being President-Elect he/she may serve as Director of one of the other functional areas on the Board. SWHRMA requires the President-Elect to be a current member in good standing with SHRM.

Section 3. The Vice President. The Vice President is the next President-Elect and may serve as the Director of one of the other functional areas on the Board. SWHRMA requires the Vice President to be a current member in good standing with SHRM.

Section 4. The Treasurer. The Treasurer shall be responsible for the financial affairs of the SWHRMA which includes maintaining the financial records of the chapter. These responsibilities shall include financial reports to the Board and arrangements for the annual examination/audit of the accounts as may be require by the Board. He/she shall be responsible for overseeing for Chapter membership billing, if any. He/she shall also perform such other duties as the President may determine.

Section 5. The Secretary. The Secretary shall be responsible for recording the minutes of the Board, Annual and Special meetings of the SWHRMA and maintaining the records for the chapter, other than financial. He/she shall also perform such other duties as the President may determine.

ARTICLE VI - Committees

Section 1. Committee Organization. Committees work under the direction of Board members. The Board member with responsibility for a particular committee shall have Chairpersons approved by a majority vote of the Board of Directors before said person is asked to Chair that committee. Special Committees or task forces may be organized by the President to meet particular Chapter needs.

Section 2. Committee Activity. Committees are established to provide the Chapter with special ongoing services, such as Programs, Membership, Membership Communications, Legislative Affairs, Professional Development, Student Chapter Affairs, Public Relations, etc.

ARTICLE VII - 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 VIII - Statement of Ethics

The SWHRMA adopts SHRM's Code of Ethics 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.

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 approval from the Board of Directors.

ARTICLE IX - Amendment of Bylaws

The Bylaws may be amended by a majority vote of the members present at any meeting at which a quorum exists and which required notice has been met provided such proposed amendment has been reviewed by SHRM and is not in conflict with the Society's Bylaws.