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Revising Bylaws

Dorothy Knapp, SPHR ▪ Volunteer Leaders’ Webcast Series ▪ April 28, 2011

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Bylaws vs Charter

• Charter > Signed by founding president; on file at SHRM; no need to update> Outlines the relationship with SHRM> Includes topics such as: use of “Affiliate of” SHRM logo, use of

SHRM acronym, use of member lists, etc.

• Bylaws> Change as the chapter/state council changes> Revisions signed by SHRM and current president> Current ratified copy must be on file at SHRM> Must follow current federal/state laws for non-profit organizations*

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Why Have Bylaws?

• Document that governs your chapter/state council

• Set up when organization was founded

• Provide structure to the governance of chapter/state council

• Might cover topics such as:> The purpose of the organization> Size of board and how it functions> Rules/procedures for holding meetings, elections> What happens if the chapter disbands

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Should bylaws be made public?

• Not considered a “public” document

• To increase accountability, transparency

• Encourages board to pay closer attention

• Many chapter/state councils have them on their website

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Caution: be sure the most up-to-date version is being used

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Why Review Bylaws?

• As organization evolves, so should the bylaws

• You may not be doing what bylaws say you are doing

• You could be challenged on discrepancy between what is stated and what is being done

• SHAPE program states they must be reviewed annually

• Board members need to know what is in the bylaws

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Must they be changed annually? NO – only when needed

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So, you want to make changes!

• Board has reviewed bylaws and changes are needed

• Board discusses/agrees on changes

• Appoint/select a project manager (PM) to oversee the process

• PM ensures Board is using most current version to start> Regional Administrator can help

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Role of the Project Manager

• Checks with attorney to be sure all state laws are followed

• Reviews checklist on VLRC to be sure all required sections are included

• Makes changes to bylaws word document using editing tools

• Checks for uniformity of changes – if you change membership categories, be sure they are changed throughout the bylaws

• Checks for consistency – e.g., if Article One says XXX Chapter will be referred to as “the Chapter”, use “the Chapter” consistently throughout. (Don’t use “association”, “society”, or any other word if it has not been spelled out in Article One)

• Make sure format is correct – if Article Headings are bold, all should be that way; Roman numerals? Follow them throughout

• Be sure language is “understandable” - not legal “jargon”

• Spell check and grammar check!!!

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Common Preparation Mistakes

• SHRM – Society for Human Resource Management (FOR not OF) and (No “S” on Resource)

• A word or term has been changed, but not throughout

• Chapter/state council has made up its own rules (electronic voting) without checking the state laws for non-profits

• PM assumes that all required articles are included and they are not – check the bylaws checklist!

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Model Bylaws and Bylaws Checklist

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Go to, COMMUNITIES/VOLUNTEER RESOURCES/ * Resources for State Councils/Administration

* Resources for Chapters, Administration

Resources forState Councils

Resources forChapters

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Required Articles

• Article 1 Name and Affiliation> 1.1 Full legal name of Chapter/State Council must be

spelled out> 1.2 Affiliation with SHRM> 1.3 Relationships

• Article 4 Membership> 4.1 (If 100%) The Chapter is a 100% Chapter of SHRM

and all Chapter members are required to be members in good standing of SHRM

> 4.10 (If 100%) Any member failing to maintain membership in SHRM will forfeit his/her membership in the

Chapter.

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Required Articles (cont’d.)

• Article 6 Board of Directors> Removal of Director or Officer> Include statement, “Per SHRM Bylaws, the President must be a current

member in good standing of SHRM throughout the duration of his/her term of office.”

• Article 12 Amendment of Bylaws

• Article 13 Chapter/State Council Dissolution

• Article 14 Withdrawal of Affiliated Chapter/State Council Status

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These Article numbers coincide with the Model Bylaws at http://www.shrm.org/Communities/VolunteerResources/ResourcesforChapters/Pages/mcbylaws.aspx

They may not coincide with your chapter bylaws,but the content must be included.

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Submission Process

Send 3 things to your Field Services Director (FSD) by email> The email listing the major changes in bullet format> A “marked up” copy showing the changes –attached to email> A “clean copy” to be signed by SHRM – attached to email – *see

blue box below!

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Whew! You are almost done! But not quite yet!

Be sure your email address is the one you want the FSD to respond to

*Make sure that there is a signature/date line ready for SHRM and one for the

chapter president at the end of the last article (not on a separate sheet) on the

clean copy of the revised bylaws.

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A “Marked up” Copy

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A “Clean” copy

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“Bulletized list” of changes (in the email to FSD)

• In Article V, Section B – added Revenue Generation Chair and Social Media Director as a voting member

• In Article V, Section C – removed that Membership At Large director shall not be affiliated with a chapter

• In Article V, Section D – changed election of new officers from November to July and added Revenue Generation Chair and Social Media Director as having voting rights

• In Article V, Section E – increased term from 1 year to 2 years for members of the Governing Body

 

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Signature/Date Lines for SHRM and Chap President or State Director

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“Do Nots” and “Dos”

• Do not have your membership vote on the changes before you send them to your FSD

• Do wait until you have received the signed copy back before you have the membership vote to “ratify” (accept) the changes

• Do not expect to present the revised bylaws for a vote at your next meeting

• Do plan on a minimum of 6-8 weeks to hear back from SHRM

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The Final “Dos!”

Once you have received the approved signed copy from SHRM

Do have your membership vote to ratify the newly revised bylaws Do have your chapter president sign and date the new bylaws

And

DO SEND BACK A SIGNED COPY TO SHRM (to be placed in your chapter’s file)

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Important!

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Tips to Consider

• State Laws> Notification of meetings – paper or electronic?> Voting – electronic?

• Removal of An Officer> Can it be without cause? Check state laws! If so, state that in the

bylaws.

• Board is responsible and accountable for bylaws> Not just the President or Director

• Board must make bylaws decisions (with final approval from membership)

> Not just the President or Director

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Electronic voting

• Not much written on it

• Some states allow it; some states do not

• Be sure you have it in your bylaws if you are allowed in your state to use it and you do

• Be sure to follow your bylaws on quorum requirement

• Be sure to have it “trackable” so you can prove results and the identity of the member who voted

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Some states (such as Ohio) require that electronic participation in meetings or electronic voting be set up in such a way that “it can be determined that the transmission was authorized by, and accurately reflects the intention of, the member or director involved.” 

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What is a Quorum and why do we need it?

• Quorum – the minimum number of voting members who must be present to conduct the business of the chapter

• Typically, a quorum is a “majority” of the entire membership. Or it could be a % of the entire membership

• Your definition of a quorum should be specified in your bylaws

• If you have 100 members, then a majority would be 51 members. You would have to have 51 members present to vote on an issue.

• You also need to specify in your bylaws what a quorum is for your Board decisions.

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Too high a quorum number – no business conductedToo low a quorum number – vulnerability to a small “disgruntled” group overtaking the association

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Interesting Tidbits

•If you have “non-voting” members on your Board, they cannotmake a motion or second

•California does not allow non-voting members on a non-profit board; everyone must have a vote

•New Mexico requires that notices of meetings be sent by direct mail;chapters/state council send out a welcome letter with themeeting dates for the entire year

•??Do you know of any???

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Thank you for volunteering!

For questions, consult the Volunteer Leaders’ Resource Center or your Field Services Director.

Thank you!

Dorothy Knapp, SPHR

dorothy.knapp@shrm.org

www.shrm.org/vlrc

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