HRACI Bylaws (revised 03/09)

Bylaws of the HUMAN RESOURCE ASSOCIATION OF CENTRAL INDIANA

ARTICLE I - IDENTIFICATION

Section 1: The name of the organization shall be Human Resource Association of Central Indiana, herein referred to as the “Association, Chapter or HRACI”.

Section 2: The Association is an active affiliate of and adheres to the code of ethics of the Society for Human Resource Management (herein referred to as “SHRM”). A copy of the SHRM Code of Ethics has been amended to address chapter concerns and presented to Association members.

Section 3: 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.

Section 4: The fiscal year of the Association shall be January 1 - December 31.

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ARTICLE II - PURPOSE

Section 1: The Human Resource Association of Central Indiana (HRACI) is a diverse organization of professionals interested in Human Resource issues. Our Association’s mission is to advance the profession and serve the human resource professional in the central Indiana community. We also support and promote SHRM efforts and programs. We are committed to self-development of—and service to—our members, while seeking increased value perception of our profession among the business community and general public. As the largest Indiana based chapter of the Society for Human Resources Management, HRACI is uniquely positioned to provide comprehensive HR programming, policy and grass-roots advocacy for our Central Indiana constituents.

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ARTICLE III - MEMBERSHIP

Section 1: Membership in this Association shall be limited to individuals; the Association has no corporate or entity membership.

A. Regular Members: Human Resource professionals who are certified as PHR or SPHR by the Human Resource Certification Institute (HRCI), or whose primary occupation is regular employment in the management of a human resource function; or any faculty member whose primary focus is human resource management; or a full-time consultant whose primary focus is human resource management; or persons who demonstrate to the satisfaction of the Association a bona fide interest in human resource management. Regular Members pay dues, have voting rights, and may hold office or committee membership in the Association.

B. Retired Life Members: Upon written application to the Vice President-Membership at the time of retirement from a regular career, a person who has been a Regular Member in good standing in the Association for five years immediately preceding retirement may be appointed a Retired Life Member. Retired Life Members shall not be required to pay dues but have voting rights and may hold office or committee membership in the Association.

C. Student Members: This category does not apply to Regular Members pursuing a degree in addition to their primary occupation. Student members must be enrolled for at least a minimum of 6 credit hours per term (or equivalent), and demonstrate an interest in human resource management. Student members pay dues at 50% of the regular member fee but shall not be entitled to vote or hold office in the Association. Student Members may participate in committees of the Board.

D. Transitional Membership: A one-time offering to HR professionals who are unemployed at the time of membership renewal or membership enrollment with HRACI. This offer is good for the calendar year in which the transitional fee is paid. Transitional membership fee is one-half the renewal rate for current members or one-half the full membership rate for new members.

Section 2: Membership is on an individual basis and is not transferable to another individual.

Section 3: Application for membership shall be made in written or electronic form in a format furnished by the Association. A majority vote of directors at any Board of Directors meeting, at which a quorum is present, shall resolve any question as to membership eligibility.

Section 4: Membership in the Association may be terminated for good cause by two-thirds (2/3) vote of the entire Board of Directors.

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ARTICLE IV - DUES

Section 1: Membership dues of the Association shall be paid annually by each Regular Member and Student Member as a condition of membership.

Section 2: The amount of dues for the Association shall be determined by the Board of Directors.

Section 3: Dues shall be due and payable before January 1 of each calendar year. Any Regular Member or Student Member in arrears in payment of dues for two (2) months shall automatically be dropped from membership.

Section 4: New members accepted for new membership shall pay an amount determined by the Board.

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ARTICLE V - OFFICERS AND BOARD OF DIRECTORS

Section 1: The officers of this Association shall consist of a President, President-Elect, Vice President - Programs, Vice President - Membership, Secretary, and a Treasurer. These officers shall be elected bi-annually to serve one (1) two year term or until resignation, removal or death, if such occurs sooner. In odd numbered years, the President, President-Elect, Vice President - Programs, and Secretary shall serve one (1) two year term. In even numbered years, the Vice President - Membership and Treasurer shall serve one (1) two-year term. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 2: There shall be a Board of Directors consisting of the officers named above, the immediate Past President, and other regular members listed below, who shall serve one (1) two year term. In odd numbered years, the Director of Legislative Affairs, the Past President, the Director of College and Community Relations, the Director of Diversity, and the Director of Volunteer Management shall serve one (1) two-year term. In even numbered years, the Director of Membership, Director of Certification, Director of Communications, Director of Sponsorship and the Director of Special Interest Groups shall serve one (1) two year term.

Section 3: Incumbents in all Board of Director positions may be re-elected to serve an additional two (2)-year term. Individuals, who have been appointed to fill an unfulfilled term, may stand for election at the end of that unfulfilled term and be eligible for re-election one time. Individuals may not serve more than six (6) years in the same position.

Section 4: The President shall preside over meetings of this Association and of the Board of Directors. In the President's absence, the President-Elect shall officiate. In the absence of the President and the President-Elect, the Vice President – Programs shall officiate.

Section 5: In the event that the President, President–Elect and Vice President – Programs are unable to perform the duties of President, the Board of Directors shall appoint a president pro tempore from the remaining members of the Board of Directors until the elected officers can assume their regular duties or until the next regular election whichever is earlier.

Section 6: The Board of Directors shall have the power and authority to act in the general management of affairs of this Association and shall fill vacancies occurring in office or on the Board of Directors between elections. They may adopt rules for the direction of the Association's business in carrying out the purposes for which it is organized. They shall also be responsible for securing periodic audits of the records of the Association.

Section 7: Any Officer or Director may be removed from office, with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting. The Officer or Director shall be entitled to a due process hearing prior to any termination action being imposed.

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ARTICLE VI - ELECTION OF OFFICERS AND BOARD OF DIRECTORS

Section 1: A nominating committee consisting of the Past President, President and President-elect shall develop a slate of officers for the upcoming year. In the month of October, the chapter membership will receive by electronic mail or postal mail a written copy of the slate chosen by the nominating committee. At the October chapter meeting, or via electronic voting, the candidates for the respective offices shall be presented and voted on.

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ARTICLE VII - DUTIES OF OFFICERS

Section 1: The President shall be the chief executive officer of the Association. He or she shall have general charge and supervision of the affairs and business of the Association. He or she shall appoint, with the approval of the Board of Directors, the chairman of any special committee and perform
generally all duties usually incident to such office, as well as other duties as they may be required by the Board of Directors. To fulfill the position of President, an individual must have served on the Board of Directors within the last two years, typically as President-Elect.

Section 2: The President-Elect works closely with the President in overseeing all activities of the chapter. In the absence of the President, performs all the Presidential responsibilities. Manages chapter committee operations and oversight. To fulfill the position of President-Elect, an individual must have served on the board of directors within the last two years. The President-Elect, upon completion of the two-year term, typically is the slated candidate for the upcoming President term.

Section 3: The Vice President - Programs shall be responsible for selecting speakers, and arranging all programs and program sponsors, coordinating facility arrangements for all chapter meetings and preparing program announcements and evaluation forms. He or she shall perform such other duties as the President may determine.

Section 4: The Vice President - Membership shall be responsible for membership promotion, for processing and investigation of membership applications, send dues notices, process new member information and maintain a current roster of membership, coordinate printing of the membership roster,
secure advertising for the roster as well as changes in duties or status of existing membership and for notifying newly approved members of such approval. He or she shall perform other such duties as the President may determine.

Section 5: The Secretary shall be responsible for recording and preparing an accurate and permanent record of the minutes of all meetings of the Board of Directors. In the Secretary's absence, the chairman of the meeting will appoint a substitute Secretary. The Secretary shall handle normal correspondence of the Association. He or she shall perform such other duties as the President may determine.

Section 6: The Treasurer shall coordinate the annual budget process; receive all monies, income, and receipts of the Association. He or she shall deposit all money in a banking institution approved by the Board of Directors and pay all financial obligations incurred by the Association as prescribed by the Board of Directors. He or she shall keep the Board of Directors informed concerning the Association's financial position and make recommendations as needed. He or she shall submit to the Board of Directors a complete financial statement at the close of the fiscal year and prepare the required federal and state tax returns for the fiscal year in which he or she served. He or she shall perform such other duties as the President may determine.

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ARTICLE VIII - INDEMNIFICATION

Section 1: The Association shall indemnify a Director or officer or former Director or officer of the Association, or any person who may have served at its request as a Director or officer of another association or corporation, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with defense of any action, suit, or proceeding, whether civil, administrative, or investigative, in which he or she was, is made, or is threatened to be made, a party by reason of being or having been a Director or officer or former Director or officer of the Association, or serving or having served at its request as a director or officer of another association or corporation, except in relation to matters as to which the person's acts or omissions are adjudged in the action, suit, or proceeding to be a breach of the person's duty to the Association. Such duty to the Association shall be to discharge the duties of the office in a manner that does not constitute willful misconduct or recklessness in the exercise of good faith and reasonable belief that the action or actions were in or not opposed to the best interests of the Association. The termination of any action, suit, or proceeding by adverse judgment, order, or settlement (whether with or without court approval) shall not, alone, create a presumption that the Director or officer or former Director or officer of the Association, or any person who may have served at its request as a director or officer of another Association, did not properly discharge his duty to the association or corporation. If several claims, issues, or matters are involved, a Director or officer or former Director or officer of the Association, or any person who may have served at its request as a director or officer of another corporation, may be entitled to indemnification concerning some matters even though indemnification may or can not be given concerning other matters. Any director or officer serving in any capacity for another association or corporation, who were it not for the influence or vote of the Association would not be serving, shall be deemed to be serving at the request of the Association. In addition:

Section 2: To the extent that an individual has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in this Article VIII, or in defense of any claim, issue or matter therein, the individual shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred in connection therewith.

Section 3: Any indemnification against underlying liability provided for in this Article VIII (unless ordered by court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of any Director or officer, or former Director or officer of the
Association, or any person who may have served at its request as director or officer of another association or corporation, is proper in the circumstances because the person met the applicable standard of conduct set forth in this Article VIII. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding, (b) if such independent quorum is not obtainable, by majority vote of a committee duly designated by the full Board of Directors (in which designation directors who are parties may participate), consisting solely of one or more directors not at the time parties to the proceeding; (c) by special legal counsel (1) selected by the independent quorum of the Board of Directors (or the independent committee thereof if no such quorum can be obtained), or (2) if no such independent quorum or committee thereof can be obtained, selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (d) by the members, who are not directors who are at the time parties to the proceeding. Notwithstanding the foregoing, any Director or officer or former Director or officer of the Association, or any person who may have served at its request as a director or officer of another association or corporation, shall be able to contest any determination that he or she has not met the applicable standard of conduct by petitioning a court of appropriate jurisdiction.

Section 4: Expenses incurred in defending any action, suit, or proceeding, whether civil administrative, or investigative, may be paid by the Association in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of any Director or officer or former Director or officer of the Association, or any person who may have served at its request as director or officer of another association or corporation, to repay the amount paid by the Association if it shall ultimately be determined that he or she is not entitled to indemnification as provided herein. No advance shall be given if the Association has completed the determination of conduct procedure as provided for in Section 3 of this Article VIII and it is determined that the individual will be precluded from indemnification.

Section 5: The indemnification provided by this Article VIII shall not be deemed exclusive by any other rights to which those seeking indemnification may be entitled under any Bylaws, agreement, vote of members or disinterested Directors, as a matter of law, or otherwise, both as action in the Director's or Officer's official capacity and as to actions in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6: The indemnification and advancement of expenses provided by, or granted pursuant to this article, shall vest at the time of occurrence of performance of any event, act or omission giving rise to any action, suit or proceeding of the nature referred to in these Articles and, once vested, repeal, alteration or other modification of any or all of these provisions.

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ARTICLE IX - MEETINGS

Section 1: Regular business meetings of this Association shall be held at such time as may be fixed by resolution of the Board of Directors. Informational or educational meetings may supplant any regular meeting at such time and place as the Vice President of Programs may determine. Written notice of
regular business meetings, including time and place, shall be given to each member at least five (5) days prior to the date of such meeting.

Section 2: All meetings will be open to members and guests, unless otherwise announced.

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

Section 4: Special meetings of this Association may be called at any time by the President, provided that (5) days notice always be given of special meetings and the call for the same shall specifically state the nature of the business proposed. No business other than stated in the call shall be transacted at special meetings.

Section 5: The Board of Directors shall meet upon call of the President, Secretary, or Treasurer or any three (3) board members. A minimum of forty-eight (48) hours’ notice must be given to each member of the Board of Directors prior to a called meeting.

Section 6: At meetings of the Board of Directors, a majority of the then remaining membership of the Board of Directors shall constitute a quorum. A "then remaining membership" is defined as those members of the Board of Directors remaining after resignation, removal or death which has caused a
reduction in board membership and prior to electing a replacement(s). Motions may be passed by a plurality of board members present providing the attendance constitutes a quorum, except for the termination of membership for good cause of a member which requires a two-thirds (2/3) vote of the entire Board of Directors.

Section 7: The Chapter recognizes that from time to time, it may be necessary in conducting the business affairs of the Chapter to take action between regular meetings of the Board and further, that it would be impractical to physically hold a special meeting to conduct such business. Therefore any member of the Board of Directors is empowered to propose action on an item of legitimate business that the Board would otherwise consider, by communicating, in a single message, with other members of the Board through Email and stating the business item proposed for action and citing the rationale for adopting such business item. Once communicated, other members of the Board shall have seventy-two (72) hours from the time the message was first sent to them to offer comments and have discussion. When commenting or having discussion, these other Board members shall, in all cases, use the “Reply to All” feature of their Email. Comments and or discussion must be received from a majority of the Board of Directors to constitute a quorum. If a quorum cannot be developed during the comment/discussion time frame, the matter shall be considered to have failed and may not be brought up before the Board until a regularly scheduled meeting of the Board. If a quorum was developed during the comment/discussion time frame and at the conclusion of the seventy-two (72) hour time frame, language stating the business items proposed for action shall be amended if necessary and the item shall be referred back to the Board via a single Email message for a vote. The Board of Directors shall again have seventy-two (72) hours from the time the message requesting a vote was resent to them in order to cast their ballot. Casting of such electronic ballots shall be by the “Reply to All” feature of their Email, or by using the voting buttons. The business item proposed for action shall be considered adopted or rejected at any time during the seventy-two (72) hour vote time frame when a plurality of the Board constituting a quorum shall have registered their vote to approve or reject. In the event of a tie vote, the matter shall be considered to have failed and may not be brought up before the Board until a regularly scheduled meeting of the Board. In addition to the aforementioned method of voting, a webcast or electronic meeting of the Board may also be utilized and be considered a valid meeting of the Board, providing a quorum is present.

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ARTICLE X - AMENDMENTS

Section 1: An amendment of the Bylaws can be made at any regular or special business meeting of the general membership of the Association by a plurality vote of the members present at which a quorum exists who are eligible to vote and who are in favor of the amendment, provided that proper notice of the meeting was given and that the wording of the amendment proposed was stated in the call and 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 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.

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ARTICLE XI - SPECIAL INTEREST GROUPS

Section 1: The Board may authorize any number of Special Interest Groups based on "Statements of Purpose" filed with the President. The Statement of Purpose must include the rationale for forming the group and the names of individuals who will be the contact persons for the group. Special Interest Groups may be formed based along geographical boundaries or specific professional lines of focus, including, but not limited to, business sector, staffing, benefits, employee relations, or other Human Resource specialties. Special Interest Groups must include any HRACI member who qualifies for the group under the Statement of Purpose and will not include any individual that is not a member of HRACI according to Article III, Section 1.

Section 2: All Special Interest Groups so established shall be represented on the Board of Directors by the Director of Special Interest Groups. The Director of Special Interest Groups shall appoint, prior to September of the year in which the Director’s term is ending, a Nominating Committee that includes one representative of each Special Interest Group and the current Director of Special Interest Groups. The Special Interest Group Nominating Committee shall nominate eligible candidates for the Director position. Prior to October of the appropriate year, the voting members of each Special Interest Group shall elect from among their members one (1) Director for the succeeding two (2) calendar years. The Director of the Special Interest Groups may cast a vote at a meeting of the HRACI Board.

Section 3: Special Interest Groups will coordinate financial activities through the Treasurer and the Vice Presidents of Membership and Programs.

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ARTICLE XII - 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 an organization decided upon by the Board of Directors at the time of dissolution (e.g. the SHRM Foundation, a local student chapter, the State Council, an HR degree program, or other such organization or charity with purposes consistent with those of the Chapter).
ARTICLE XIII - 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.

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Code of Ethics and Professional Standards

As a member of the Human Resource Association of Central Indiana, a local chapter of the Society of Human Resource Management, I accept and pledge to honor the following:

• To support HRACI's goals and objectives for developing the human resource profession.
• To accept responsibility for adding value to HRACI and to the organizations I serve and to contribute to the ethical success of those organizations. I accept professional responsibility for my individual decisions and actions and will serve as an advocate for the profession by engaging in activities that enhance its credibility and value.
• To strive to meet the highest standards of competence in the field of human resource management and to commit to strengthen those competencies on a continuous basis.
• To strive to exhibit individual leadership as a role model for maintaining the highest standards of ethical conduct to HRACI and the organizations I serve.
• To accept ethical responsibility for promoting and fostering fairness and justice for all employees and their organizations and to encourage my employer to make fair and equitable treatment of all employees a primary concern.
• To strive to achieve and maintain a high level of trust with our stakeholders, to protect the interests of our stakeholders as well as our professional integrity, to not engage in activities that create actual, apparent, or potential conflicts of interest.
• I will consider and protect the rights of individuals, especially in the acquisition and dissemination of information while ensuring truthful communications, acting to facilitate informed decision-making and pledging to maintain the confidentiality of privileged information.
• Refrain from using my membership in HRACI as an avenue for solicitation of business for my employer or my personal business.

This Code of Ethics and Professional Standards for the members of The Human Resource Association of Central Indiana has been adopted to promote and maintain the highest professional standards of personal conduct and standards among its members. Additionally, it has been adopted to protect regular members of HRACI from being solicited during chapter meetings. Violations of this code of ethics should be reported to any member of the HRACI Board of Directors for action by the full board.

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