Texas SHRM BYLAWS 
 

ARTICLE I - NAME

The name of the State Council shall be Texas State Council of the Society for Human Resource Management (hereinafter referred to as “the State Council” or “the Council”). To avoid potential confusion, the State Council will refer to itself as “Texas SHRM” or “Texas State Council,” and not as “SHRM” or the “Society for Human Resource Management” (hereinafter referred to as “SHRM.”)

ARTICLE II – OFFICES

The principal office of the Council shall be located at such place as shall be determined by the Governing Body of the Council. The Council may also have offices at such other places as the Governing Body of the Council may from time to time determine.

ARTICLE III – VISION, MISSION AND PURPOSES

(A) Vision. The vision of the Texas State Council of the Society for Human Resource Management is to be the voice of the HR Professional throughout Texas in matters relating to business, legislative issues, and professional development.

(B) Mission. Under the guidance of the Society for Human Resource Management (SHRM), the Texas State Council’s mission is to Sharpen the HR EDGE in Texas by: • Educating Communities • Developing Leaders • Growing Chapter Membership; and • Empowering Success

(C) Purposes. The purposes of the State Council shall be on a non-profit basis to promote the purposes of the Society for Human Resource Management (SHRM) by providing a structure for SHRM members in the State of Texas (hereinafter referred to as “the State”) to consult together concerning the affairs, activities, needs and problems of SHRM in the state and to adopt programs which will promote the progress and welfare of SHRM and the human resource profession as a whole, including, without limitation, the provision of channels of communication between Chapters, the State Council, and the appropriate Regional Council, provision of services to all members of the human resource management profession within the State, and provision of leadership training at the state level.

ARTICLE IV FISCAL YEAR

The fiscal year of the Council shall be the calendar year.
one (1) State Director;
one (1) Immediate Past State Director;
one (1) State Director-Elect;
three (3) Assistant State Directors (Districts, Professional Development, and Committees); one of which may hold the position of State Director-Elect at the same time;
one (1) Secretary/Treasurer;
as many Chapter Presidents as there are SHRM Chapters within Texas;
as many District Directors as deemed necessary by the State Director to meet Texas’ needs, maximum number not to exceed 50% of the SHRM Chapters in Texas;
as many At-Large Membership Directors as deemed necessary to meet the Texas’ at-large membership needs, but at least one (1) At-Large Membership Director; and
as many Committee Directors as deemed necessary by the State Director and the Governing Body to be in the best interests of the Council and SHRM, including without limitation, those positions responsible for Certification, College Relations, Communications, Diversity, International/Global, Governmental Affairs, Collaborative Industry Alliances, Conference Coordination, Membership Coordination, SHRM Foundation, Media Relations, Special Emphasis, Technology, and Workforce Readiness.
In no event shall the aggregate District Directors and At-Large Membership Directors exceed one-third of the total number of voting members on the Governing Body.
In addition, the Governing Body shall contain as many non-voting members as the State Director deems necessary and appropriate to perform the functions of the Council.
A position having one vote, which is shared by co-chairs, shall remain as one vote. An individual holding more than one position shall have one vote.
Members of the Governing Body are expected to attend a minimum of 50% of the regularly scheduled Council meetings. If a member is unable to attend, a representative may be sent in his/her place.
ARTICLE VII RESPONSIBILITIES OF PARTICULAR GOVERNING BODY MEMBERS
ARTICLE IX – WITHDRAWAL OF STATE COUNCIL STATUS
ARTICLE XI - COUNCIL DISSOLUTION
ARTICLE XII - STATEMENT OF ETHICS
ARTICLE XIV BYLAW AMENDMENTS

ARTICLE V GOVERNING BODY

A. Powers and Duties. The Council shall consist of the Governing Body. The Governing Body of the Council shall manage and control the property, business and affairs of the Council, and in general exercise all powers of the Council.

B. Number and Privileges. The following shall be voting members of the Governing Body:

C. Qualifications. All members of the Governing Body, both voting and non-voting members, must be regular SHRM members in good standing throughout the duration of participation on the Governing Body. Membership At-Large Directors shall represent Texas’ at-large membership and are not required be affiliated with any Chapter at the time of appointment. Non-voting members shall be drawn from such positions as the State Director and Governing Body feel should participate in the best interest of the Council and SHRM, including without limitation, student chapter presidents, student chapter advisors, and others whom the Council feels should participate in the best interest of the Society.

D. Election and Appointment/Term of Office. The State Director shall be elected from the current year’s Governing Body by its voting members no later than October for a two-year term. The State Director-Elect may be nominated by the State Director or any other member and elected by a majority vote of the Governing Body and will serve in that capacity until such time that he or she serves a two-year term as State Director. The Secretary/Treasurer shall be nominated by the State Director or any other member and elected by a majority vote of the Governing Body upon which such Secretary/Treasurer will serve for twelve months and may be re-elected for up to four consecutive years. The President of each SHRM Chapter within Texas shall be an ex-officio Chapter president on the Governing Body with full voting rights. The Immediate Past State Director shall be an ex-officio member of the Governing Body with full voting rights. Assistant State Directors of Committees, Districts and Professional Development, District Directors, At-Large Membership Directors, and Committee Directors shall be appointed by the State Director.

Non-voting members of the Governing Body shall be appointed by the State Director with the concurrence of the Governing Body upon which such non-voting members will serve.

All members of the governing Body shall be elected or appointed as described above. Assistant State Director-Districts, Assistant State Director-Committees, Assistant State Director-Professional Development and District Directors may serve up to six consecutive years. The term for the Immediate Past State Director shall coincide with that of the State Director. All others may serve in the same position for four consecutive terms. All term lengths are in effect unless extended for extenuating circumstances determined at that time by the Governing Body or the State Director.

E. Removal. Any elected member of the Governing Body may be removed for actions contrary to the best interests of the Council or SHRM upon a two-thirds (2/3) vote of the entire voting members of the Governing Body, after having been given an opportunity for an informal hearing before the Governing Body. In addition to removal for cause pursuant to the previous sentence, Chapter Presidents will be removed to the extent they vacate or are removed from their position as President of their particular SHRM Chapter.

F. Vacancies. Any vacancy in the State Director position shall be filled by the State Director-Elect for the unexpired term of the State Director. Any vacancy in any other position on the Governing Body other than Chapter Presidents, shall be filled by appointment by the State Director with the concurrence of that person or body which must concur in the original appointment of such position. Any vacancy in the Chapter President position will be filled when the particular SHRM Chapter elects or appoints a new President.

G. Governing Body Meetings. The Governing Body shall meet at least three times each year. The first of such meetings shall be held before March 31. At least two of these meetings will be in person meetings.

H. Special Meetings of the Governing Body. Special meetings of the Governing Body may be called by the State Director, or in the case of the absence or disability of the State Director, by the Secretary/Treasurer, by any of the Assistant State Council Directors, or the State Director-Elect. A special meeting shall be called upon written request of a majority of the voting members of the Governing Body.

I. Notice of Meetings. Written notice of each Governing Body meeting shall be given or emailed/mailed to each member at least fifteen (15) days before such meeting, or such greater period as may be required by state law.

J. Quorum; Governing Body Action. A simple majority of the entire number of voting members of the Governing Body shall constitute a quorum for the transaction of business. The act of a majority of voting members present at any meeting at which there is a quorum shall be the act of the Governing Body, except to the extent that the Bylaws or state law may require a greater number.

K. Presiding Member. At all meetings of the Governing Body, the State Director shall preside. In the absence of the State Director, the State Director-Elect shall preside or in the absence of the State Director-Elect, a chairperson shall be elected by a majority of voting members present.

ARTICLE VI OFFICERS

The State Director shall serve, ex-officio, as President of the Council, but shall be referred to as the State Director. The State Council Director-Elect shall serve as an “understudy” to the State Director and shall be a voting member. The Secretary/Treasurer shall serve as Secretary and Treasurer of the Council and shall be a voting member. The Assistant State Director-Districts shall serve as a voting member of the Texas Council representing the districts’ interests. The Assistant State Director-Committees shall serve as a voting member of the Texas State Council representing assigned committee interests. The Assistant State Director-Professional Development shall serve as a voting member of the Texas State Council responsible for planning the agenda and educational content of the Council meetings and representing assigned committee interests.

A. State Director. The State Director is the chief elected officer of the Council and shall be responsible for initiating policies, strategies and objectives of the Council consistent with SHRM National board policies. The State Director shall preside over meetings of the Council and is an ex-officio member of all Council committees. The State Director shall assign responsibilities among the members of the Governing Body.

B. State Director-Elect. The State Director-Elect shall be the presiding officer in the absence of the State Director. This position will assist the State Director with duties as may be assigned in preparation for service as the State Director.

C. Secretary/Treasurer. The Secretary/Treasurer shall be responsible for the financial affairs of the Council and the preparation of a record of the proceedings of all meetings of the Governing Body. This responsibility shall include the preparation, interpretation and dissemination of periodic reports to the Governing Body.

D. Immediate Past State Director. The Immediate Past State Director serves as a member of the State Council to provide continuity of leadership, and to provide advice and counsel to the State Director.

E. Assistant State Director-Districts. The Assistant State Director-Districts shall be responsible for providing guidance and advice to District Directors along with assisting each in communicating and coordinating information and objectives of the Council and correlating each to the needs of the local chapters.

F. Assistant State Director-Committees. The Assistant State Director-Committees shall be responsible for providing guidance and advice to the assigned committee directors along with assisting each in communicating and coordinating information and objectives of the Council and correlating each to the needs of the various committees.

G. Assistant State Director-Professional Development. The Assistant State Director-Professional Development shall be responsible for planning the agenda and educational content of the Council meetings, coordination and development of Council professional development programs, and providing guidance and advice to assigned committee directors along with assisting each in communicating and coordinating information and objectives of the Council and correlating each to the needs of the various committees.

H. District Directors. District Directors shall serve as representatives for designated SHRM chapters in Texas. The District Directors shall promote SHRM membership among practicing members of the Human Resource profession, identify potential leaders for the Council, provide direction, assistance and support of professional development activities within Texas, regional or national SHRM organizations and develop and facilitate communications between SHRM-affiliated Chapters and the Council.

I. At-Large Membership Directors. At-Large Membership Directors shall provide leadership and communication for those SHRM members not represented by a SHRM chapter. The At-Large Membership Directors shall promote SHRM membership among practicing members of the Human Resource profession, identify potential leaders for the State Council, provide direction, assistance and support of professional development activities within the Texas, regional or national SHRM organizations, and develop and facilitate communications between SHRM At-Large members and the Council.

J. Committee Directors. Committee Directors shall have the responsibility to work with appropriate SHRM Regional or staff members, Texas State Council District Directors, and Texas SHRM Chapter Board members to monitor, evaluate, and communicate such information as appropriate to support and provide direction and assistance with Chapter programs, activities, and initiatives. Specific duties of each Committee Director are included in the document entitled, “Texas State Council Position Descriptions.”

K. Chapter Presidents. Chapter Presidents shall provide leadership to SHRM chapters and shall communicate Texas State Council, regional and/or national goals, policies, and programs to the members of SHRM chapters.

ARTICLE VIII COMMITTEES

Committees of the Governing Body may be appointed by the State Director, subject to such conditions or limitations as may be specified by the Governing Body. Such Committees may include, without limitation, an Executive Committee consisting of the State Director, State Director-Elect, Immediate Past State Director, Secretary/Treasurer, Assistant State Directors for Districts, Committees and Professional Development, and any other voting member of the Governing Body appointed to the Executive Committee by the Governing Body, which Executive Committee shall have the authority to act on behalf of the Governing Body in between meetings of the Governing Body on any matter except for dissolution, merger, sale of all or substantially all assets of the State Council, amendment of the articles of incorporation, bylaws or similar documents, or any other matters which applicable state law or resolution of the Governing Body prohibits such Executive Committee from taking action upon.

State Council status may be withdrawn by a two-thirds (2/3) vote of the then entire number of voting members of the SHRM Board of Directors upon finding that the activities of the Council are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status, the State Council 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. After withdrawal of State Council status, the SHRM Board of Directors may cause a new state council to be created, or, upon affirmative vote of two-thirds (2/3) of the then entire number of voting SHRM Board of Directors and the consent of the body which has had State Council status withdrawn, may reconfer State Council status upon such body.

ARTICLE X - RELATIONSHIPS

The State Council is a separate legal entity from SHRM. It shall not be deemed to be an agency or instrumentality of SHRM or another State Council, and SHRM shall not be deemed to be any agency or instrumentality of the State Council. The State Council shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. The State Council shall not contract in the name of SHRM without the express written consent of SHRM. The relationship of the State Council and SHRM is also governed by the terms and conditions of the State Council Charter granted by SHRM to the State Council and accepted by the State Council.

In the event of the State Council’s dissolution, the remaining monies in the treasury, after Council expenses have been paid, will be contributed to an organization decided upon by the Council at the time of dissolution (e.g., the SHRM Foundation, an endowment fund at a university, or other such organization in keeping with the purposes of this State Council).

The State Council adopts SHRM’s Code of Ethical Standards for the HR Profession for members of the Council in order to promote and maintain the highest standards among its members. Each member shall honor, respect and support the purpose of the State Council and SHRM.

ARTICLE XIII PARLIAMENTARY PROCEDURE

Meetings of the Governing Body shall be governed by the rules contained in “Robert’s Rules of Order” (newly revised) in all cases to which they are applicable and in which they are consistent with the law and the Bylaws of the Texas State Council.

The Bylaws of the Texas State Council may be amended by a two-thirds (2/3) vote of the Governing Body voting members present at a meeting at which a quorum exists, provided such proposed amendment is circulated in writing at least fifteen (15) days prior to such meeting and provided such amendments have been pre-approved by the SHRM President/CEO or his/her designee, as being in furtherance of the purposes of SHRM and not in conflict with the Society’s Bylaws.

ARTICLE XV – TERMS USED

As used in these Bylaws, gender-neutral pronouns shall be substituted for those of the feminine or masculine form, and the plurals shall be substituted for the singular number in any place where the context may require such substitution or substitutions.