1. ©SHRM 2011 Revising Bylaws Dorothy Knapp, SPHR ▪ Volunteer Leaders’ Webcast Series ▪ April 28, 2011

2. ©SHRM 2011 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* 2

3. ©SHRM 2011 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 3

4. ©SHRM 2011 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 4 Caution: be sure the most up-to-date version is being used

5. ©SHRM 2011 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 5 Must they be changed annually? NO – only when needed

6. ©SHRM 2011 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 6

7. ©SHRM 2011 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!!! 7

8. ©SHRM 2011 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! 8

9. ©SHRM 2011 Model Bylaws and Bylaws Checklist 9 Go to, COMMUNITIES/VOLUNTEER RESOURCES/ * Resources for State Councils/Administration * Resources for Chapters, Administration Resources for State Councils Resources for Chapters

10. ©SHRM 2011 Required Articles Article 1Name and Affiliation > 1.1Full legal name of Chapter/State Council must be spelled out > 1.2Affiliation with SHRM > 1.3Relationships Article 4Membership > 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. 10

11. ©SHRM 2011 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 12Amendment of Bylaws Article 13Chapter/State Council Dissolution Article 14Withdrawal of Affiliated Chapter/State Council Status 11 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.

12. ©SHRM 2011 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! 12 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.

13. ©SHRM 2011 A “Marked up” Copy 13

14. ©SHRM 2011 A “Clean” copy 14

15. ©SHRM 2011 “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 15

16. ©SHRM 2011 Signature/Date Lines for SHRM and Chap President or State Director 16

17. ©SHRM 2011 “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 17

18. ©SHRM 2011 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) 18 Important!

19. ©SHRM 2011 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 19

20. ©SHRM 2011 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 20 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.”

21. ©SHRM 2011 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. 21 Too high a quorum number – no business conducted Too low a quorum number – vulnerability to a small “disgruntled” group overtaking the association

22. ©SHRM 2011 22 Interesting Tidbits If you have “non-voting” members on your Board, they cannot make 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 the meeting dates for the entire year ??Do you know of any???

23. ©SHRM 2011 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 23