ARTICLE I – NAME AND AFFILIATION
Section I.I: Name. The name of the Chapter is the Lincoln Human Resource Management Association, also referred to and doing business as LHRMA (hereinafter the “Association or Chapter”). To avoid potential confusion, the Chapter will refer to itself as Lincoln Human Resource Management Association and not as SHRM or the Society for Human Resource Management.

Section I.II: Affiliation. The Chapter is affiliated with the Society for Human Resource Management (herein referred to as “SHRM”).

Section I.III: Relationships. 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.

ARTICLE II – PURPOSE
The purpose of the Association is to provide for the interchange of ideas, experiences and methods concerning the development, ethics and acquaintanceship among those involved in professional human resource management.

ARTICLE III – MEMBERSHIP
Section III.I: Qualifications for Membership. The qualifications for membership in the Association shall be stated in Sections III.II, III.III, III.IV and Ill.XIV of this Article.

Section III.II: Regular Member. (1) As a practitioner whose primary duties fall within the various functional areas of HR management, including but not limited to compensation, benefits, employment, employee or organizational development, employee relations and management practices, workers’ compensation, human resource information systems, safety, recruiting, and employee assistance programs (EAP), or (2) as a university or college faculty member responsible for instructing students in HR management or serving as advisor to a student SHRM chapter, or (3) the applicant is a Professional or General member of SHRM.

Section III.III: Associate Member. Individuals who do not meet any of the regular membership categories, but have a bona fide interest in HR management. An associate member shall have no vote in the affairs of the Association and are not eligible to serve on the Board of Directors.

Section III.IV: Honorary Life Membership. Limited to any member who is in good standing at the time of his/her retirement from full time active work and has been a member of the association for at least 10 years. Honorary life membership shall be contingent on a majority vote of the Board of Directors. An honorary life member shall have no vote in the affairs of the Association.

Section III.V: Dues. Annual membership dues shall be established for the next year by the Board of Directors prior to the mailing of renewal notices. Dues shall be payable by December 31st of each year for membership in the following year. Membership dues of new members paid after October 1st will carry forward.

Section III.V.i: Board of Directors. There are no membership fees for the year in which they serve on the Board as long as they complete the calendar year.

Section III.VI: SHRM Membership. The Association encourages membership in the Society for Human Resource Management (SHRM). Such membership, however, will be at the option of the individual member.

Section III.VI.i: Membership must be maintained at 30% national SHRM membership or 10 SHRM members whichever is greater.

Section III.VII: Application for Membership. Applications for membership shall be filed with the Membership Director. Before acceptance, such applications shall be reviewed and approved by the Membership Director.

Section III.VIII: Individual Membership. All memberships in the Association shall be individual memberships. Firm or agency memberships are not allowed. Memberships may not be transferred from one individual to another in the same firm or agency.

Section III.IX: Updates. It shall be the member’s responsibility to notify the Association’s Administrative Assistant of new contact information when applicable.

Section III.X: Forfeiture. Any member, whose connection with the Association is severed, shall forfeit all interest in any funds or property belonging to the Association.

Section III.XI: Termination of Membership. Membership in the Association may be terminated for cause by unanimous vote of the Board of Directors. Prior to such vote, however, the member will be notified in writing of why such action is being considered and the member will be allowed to give reason why his/her membership should not be revoked. Ethical violations or other sensitive issues will be handled at the discretion of the Board of Directors.

Section III.XII: Equal Opportunity. No action affecting the membership of applicants nor the status of any member shall be taken on the basis of race, color, religion, sex, age, national origins, disability, marital status, veterans’ status, sexual orientation, or receipt of public assistance.

Section III.XIII: Indemnification and Hold Harmless. The Association shall indemnify and hold harmless each director of the Association against and from all loss, cost, and reasonable expenses hereafter incurred by such director in the payment settlement, or defense of any claim, suit or proceeding brought against such person because of any action alleged to have been taken or omitted by such director. Such indemnification shall not apply with respect to any matter as to which such director shall be determined by decree of court of competent jurisdiction to be liable for willful misconduct.

Section III.XIV: Student Chapter Members. Recognizing the need to promote professional development, the Association supports the purpose and activities of Student Chapters of SHRM. In addition to providing financial and other resource support to encourage the growth and development of these organizations, the Association will encourage student chapter members to attend all Association activities without charge except for meals and materials. Student chapter members will not be entitled to voting privileges on Association matters.

Section III.XV: Voting. Each regular member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Associate, Honorary and Student members do not have a right to vote.

ARTICLE IV – COMMITTEES
Section IV.I: Board of Directors. The Board of Directors shall consist of the Directors of the Association. The Board of Directors shall have the power and authority to act in the general management of the affairs of the Association. The Board of Directors, alone, shall have the power and authority to enter into contracts on behalf of the association. A majority of the members of the Board of Directors shall constitute a quorum for the purpose of conducting the business of the Board thereof. The act of a majority of the Board of Directors present at any meeting at which there is a quorum, either in person or by conference call, shall be the act of the Governing Body. In addition, the Board may act by unanimous written consent of all voting members.

Section IV.II: Membership Committee. There shall be a Membership Committee as appointed by the President or Membership Director, whose duty shall be to solicit memberships, investigate all prospective members, make recommendations to the Board of Directors in connection with membership, and assist in maintaining a record of all members. This committee also promotes membership in SHRM.

Section IV.III: Program Committee. There shall be a Program Committee as appointed by the President or Program Director, whose duty shall be to provide programs and correspond with speakers for all regular or special meetings of the Association.

Section IV.IV: Community Outreach Committee. There shall be a Community Outreach Committee as appointed by the President or Community Outreach Director, whose duty shall be to enhance and promote members’ community involvement through networking or volunteer opportunities.

Section IV.V: Auditing Committee. There shall be an Auditing Committee as appointed by the President or Treasurer whose duty shall be to make an annual audit of the books of the Association and report to the Board of Directors unless the books are audited by a professional outside organization.

Section IV.VI: Nominating Committee. There shall be a Nominating Committee consisting of the Immediate Past President, President-Elect, and at least three additional members (none of whom shall be members of the Board of Directors) appointed by the President-Elect to prepare for the President Elect’s 2 year term as President. The President-Elect shall present the names of the candidate for each office to the Board of Directors. The committee’s nominations shall also be presented to the Membership for their consideration at or before the November chapter meeting. At that meeting, nominations may be made from the floor by any regular member in good standing.

Section IV.VII: Registration Committee. There shall be a Registration Committee as appointed by the President or Treasurer whose duty shall be to accept reservations, arrange for registration at meetings and ascertain the number of members and guests who will be attending said meetings.

Section IV.VIII: Government Relations Committee. There shall be a Government Relations Committee as appointed by the President or President-Elect whose duty shall be to monitor all proposed federal, state and local legislation and regulatory activity affecting the conduct of Human Resource pursuits and to recommend action to the Board of Directors. This committee also promotes involvement of the Association membership in state and national grassroots efforts.

Section IV.IX: Workforce Readiness Committee. There shall be a Workforce Readiness committee as appointed by the President or Workforce Readiness Director whose duties shall be to raise awareness, provide education and programming on Workforce Readiness. The committee will also conduct presentations and other activities to promote Workforce Readiness in the community.

Section IV.X: College Relations Committee. There shall be College Relations committee as appointed by the President or College Relations Director whose duties shall be to manage the scholarship program and college outreach efforts.

Section IV.XI: Marketing/Social Media Committee. There shall be a Marketing/Social Media Committee as appointed by the President or Marketing/Social Media Director whose duties shall be to promote the chapter and its activities to current members and the community.

Section IV.XII: SHRM Foundation Committee. There shall be a SHRM Foundation Committee as appointed by the President or SHRM Foundation Director whose duties shall be to promote and raise money for the SHRM Foundation.

Section IV.XIII: Special Committees. Special Committees may be appointed from time to time at the discretion of the President or the Board of Directors.

Section IV.XIV: Additional duties may be assigned to the above-mentioned committees as deemed necessary and at the discretion of the President or the Board of Directors.

ARTICLE V – ELECTION OF DIRECTORS
Section V.I: Election of Directors for the ensuing calendar year will occur on or before the regular monthly meeting in November of each year. Directors shall serve for two years or until their successors are elected and qualified. The term of the office shall be from January 1st through December 31st of the following year.

Section V.II: Vacancies in the Board of Directors may be filled by appointment of the President with the consent of the Board of Directors. If at any time during the President’s two year term 50% or more of the Board’s positions are vacant a Nominating Committee must be formed by the President and elections conducted.

ARTICLE VI – DIRECTORS
Section VI.I: The Directors of the Association shall consist of a President, Immediate Past President, President-Elect/Government Relations Director, Program Director, Membership Director, Treasurer, Secretary, Marketing/Social Media Director, Community Outreach Director, Workforce Readiness Director, Certification Director, SHRM Foundation Director and College Relations Director. All Directors must be currently employed or seeking employment in the field of Human Resources. All Directors must be current members in good standing of SHRM and LHRMA throughout the duration of his/her term of office. Note: Co-Directors may be utilized in certain circumstances as determined by the Board of Directors.

Section VI.II: The Directors of the Association shall perform the duties pertaining to their respective offices. The President is the Chief Executive Director of the Association. He/she shall preside over all meetings of the Association and the Board of Directors and in his/her absence the President-Elect shall officiate.

Section VI.III: Immediate Past President. The Immediate Past President shall serve as an advisor and will serve as a member of the Program Committee. The Immediate Past President shall carry out any other duties pertaining to his/her office and at the direction of the President or a majority of the Board of Directors.

Section VI.IV: President-Elect/Government Relations Director. The President-Elect/Government Relations Director shall chair the Government Relations Committee and report its actions to the Board of Directors. The President-Elect/Government Relations Director shall perform the duties of the President in the absence of the President. The President-Elect/Government Relations Director shall carry out any other duties pertaining to his/her office and at the direction of the President or a majority of the Board of Directors. President-Elect/Government Relations Director shall serve as President following their two year term. A member that has previously served as a Director, is eligible to serve as the incoming President-Elect/Government Relations Director.

Section VI.V: Program Director. The Program Director shall chair the Program Committee and report its actions to the Board of Directors. The Program Director should plan education events for the chapter. The Program Director shall carry out any other duties pertaining to his/her office and at the direction of the President or a majority of the Board of Directors.

Section VI.VI: Membership Director. The Membership Director shall chair the Membership Committee and report its actions to the Board of Directors. The Membership Director shall assist in maintaining a record of all paid members in good standing. The Membership Director shall carry out any other duties pertaining to his/her office and at the direction of the President or a majority of the Board of Directors.

Section VI.VII: Community Outreach Director. The Community Outreach Director shall chair the Community Outreach Committee and report its actions to the Board of Directors. The Community Outreach Director shall work to enhance and promote members’ community involvement through networking and volunteer opportunities. The Community Outreach Director shall carry out any other duties pertaining to his/her office and at the direction of the President or a majority of the Board of Directors.

Section VI.VIII: Workforce Readiness Director. The Workforce Readiness Director shall chair the Workforce Readiness Committee and report its action to the Board of Directors. The Workforce Readiness Director shall establish and promote activities related to workforce readiness. The Workforce Readiness Director shall carry out any other duties pertaining to his/her office and at the direction of the President or a majority of the Board of Directors.

Section VI.IX: Secretary. The Secretary shall keep a report and an accurate record of all regular and special meetings of the Association and the Board of Directors. It shall be the responsibility of the Secretary to publish a monthly Association newsletter. The Secretary shall carry out any other duties pertaining to his/her office and at the direction of the President or a majority of the Board of Directors.

Section VI.X: Treasurer. The Treasurer shall receive all monies for the Association and disburse its funds upon the approval of the President or Board of Directors. He/she shall make the biannual financial review available to the membership and provide other financial information the Board of Directors may require. The Treasurer shall be bonded as required by the Board of Directors. The Treasurer shall be the liaison Director for the Board of Directors with the Registration Committee. The Treasurer shall carry out any other duties pertaining to his/her office at the direction of the President or a majority of the Board of Directors.

Section VI.XI: College Relations Director. The College Relations Director shall manage the scholarship program and college outreach efforts. The College Relations Director shall carry out any other duties pertaining to his/her office and at the direction of the President or a majority of the Board of Directors.

Section VI.XII: Certification Director. The Certification Director shall promote HR certification and recertification to members. The Certification Chair shall carry out any other duties pertaining to his/her office and at the direction of the President or a majority of the Board of Directors.

Section VI.XIII: SHRM Foundation Director. The SHRM Foundation Director shall create an awareness of the function of the SHRM Foundation and how it promotes education and research in the HR profession. The Director solicits donations from membership. The SHRM Foundation Director shall carry out any other duties pertaining to his/her office and at the direction of the President or a majority of the Board of Directors.

Section VI.XIV: Marketing/Social Media Director. The Marketing/Social Media Director shall promote the chapter and its activities to current members and to the community. The Marketing/Social Media Director shall carry out any other duties pertaining to his/her office and at the direction of the President or a majority of the Board of Directors.

Section VI.XV: Removal of Director. Any director may be removed from office, with or without cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting. The Director shall be entitled to a due process hearing prior to removal from the Board of Directors.

ARTICLE VII — MEMBER MEETINGS
Section VII.I: Regular meetings of the Association shall typically be held monthly, with a minimum of six (6) meetings per year. The Board of Directors shall set the date of all regular or special meetings and entertainment.

Section VII.II: All regular meetings will be open to members of the Association, their guests, and the members of the Student SHRM chapters unless otherwise announced.

Section VII.III: Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person or by conference call, shall constitute a quorum. The vote of a majority of the members present at any meeting at which there is a quorum, either in person or by conference call, shall be necessary for the adoption of any matter voted on by the members, except to the extent that applicable state law may require a greater number.

ARTICLE VIII — STATEMENT OF ETHICS
The Lincoln Human Resource Management Association (LHRMA) adopts SHRM’s Code of Ethics for members of the Association 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 VIII.I: The Chapter shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors.

Section VIII.II: No member shall actively solicit business from any other member at Association meetings or through the use of information provided to him/her as a member of the Chapter without prior approval from the Board of Directors. Meeting Sponsors are exempt from this requirement.

Section VIII.III: The Chapter Membership Directory contains proprietary information and must not be used for solicitation purposes. It must not be disclosed, reproduced, distributed to, or used by any individual, organization, or entity that is not affiliated with LHRMA without the prior express written consent of the Board of Directors.

ARTICLE IX — AMENDMENTS
The Bylaws 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 purposes of 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.

ARTICLE X — FISCAL YEAR
The fiscal year of the Association shall begin on July 1st each year and end on June 30th of the following year.

ARTICLE XI — 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 XII – 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 for 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.

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

Ratified by the Membership of Chapter and signed by:
Chapter President __________________________________________________________
Date ______________________________________

Approved by:
SHRM President/CEO or President/CEO Designee ________________________________
Date ______________________________________

Dated: May 9, 1989
Dated: June 9, 1992
Dated: November 12, 1996
Dated: November 10, 1998
Date: November 12, 2002
Date: November 11, 2003
Date: November 14, 2006
Dated: July 9, 2009
Dated: Nov. 10, 2015