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 “Texas SHRM”). 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 Texas SHRM shall be located at such place as determined by the Governing Body of Texas SHRM. Texas SHRM may also have offices at such other places as the Governing Body of Texas SHRM may from time to time determine.

ARTICLE III – VISION, MISSION AND PURPOSES

(A) Vision. The vision of Texas SHRM 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 SHRM, Texas SHRM’s mission is to connect and support SHRM Chapter Leaders to elevate the HR profession through education, advocacy and leadership development.

(C) Purposes. The purposes of Texas SHRM shall be on a non-profit basis to promote the purposes of 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, Texas SHRM, 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.

ARTICLE V – GOVERNING BODY

A. Powers and Duties. Texas SHRM shall consist of the Governing Body. The Governing Body of Texas SHRM shall manage and control the property, business and affairs of Texas SHRM, and in general exercise all powers of Texas SHRM, subject to delegation of day-to-day responsibilities or functions to an Executive Director or Chapter Management Professional (“CMP”). At all times, however, the Executive Committee shall have oversight responsibility for any Executive Director or CMP.

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

•  One (1) State Director;  One (1) Immediate Past State Director;  One (1) State Director-Elect;  Three (3) Assistant State Directors (District, Programs, and Core Leadership Areas); 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; and As many Core Leadership Area Directors as deemed necessary by the State Director and the Executive Committee to be in the best interests of the Council and SHRM, which may include without limitation, positions responsible for Certification, College Relations, Diversity, Equity and Inclusion, Emerging Professionals, Global, Legal and Legislative Affairs, Membership, SHRM Foundation, Media Relations, Social Media, and Workforce Readiness.

The State Director, Immediate Past State Director, State Director-Elect, Assistant State Directors, Secretary/Treasurer, and Executive Director or CMP shall constitute the Executive Committee.

In no event shall the aggregate District 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.

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.

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. Non-voting members shall be drawn from such positions as the State Director and Executive Committee feel should participate in the best interest of Texas SHRM and SHRM, including without limitation, student chapter presidents, student chapter advisors, and others whom Texas SHRM feels should participate in the best interest of Texas SHRM and SHRM.

D. Election and Appointment/Term of Office. The State Director shall be elected by the current year’s Governing Body voting members no later than October for a two-year term to begin on the first day of the fiscal year beginning after the election, unless elected pursuant to a vacancy as outlined in Paragraph F herein. Unless necessary to fill a vacancy and only in the event the State Director-Elect position is also vacant at the time of election, only the State Director-Elect shall be eligible to be elected State Director. 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 they begin 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 beginning at the start of the next fiscal year and may be re-elected for up to four consecutive years. The President of each SHRM Chapter within Texas shall be an ex-officio member on the Governing Body with full voting rights during such individual’s chapter presidency. The Immediate Past State Director shall be an ex-officio member of the Governing Body with full voting rights. Assistant State Directors, District Directors, and Core Leadership Area 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 Executive Committee upon which such non-voting members will serve.

All members of the Governing Body shall be elected or appointed as described above. Assistant State Directors 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. Core Leadership Area Directors may serve up to four consecutive years. All term lengths are in effect unless extended for extenuating circumstances determined at that time by the Executive Committee or the State Director.

E. Removal. Any elected member of the Governing Body may be removed for actions contrary to the best interests of Texas SHRM 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 immediately by the State Director-Elect in an acting capacity until such time as a vote of affirmation can be taken. As soon as practicable upon the State Director vacancy, a vote of affirmation by the Governing Body shall be taken such that the then State Director-Elect becomes the State Director for the unexpired term of the previous State Director, which shall be followed immediately by the regular two-year term. 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 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, the Executive Committee shall select one of its own members to preside.

ARTICLE VI – EXECUTIVE COMMITTEE

The State Director shall serve, ex-officio, as President of Texas SHRM, but shall be referred to as the State Director. The Texas SHRM 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 Texas SHRM and shall be a voting member. The Assistant State Director-Districts shall serve as a voting member of Texas SHRM representing the districts’ interests. The Assistant State Director-Core Leadership Areas shall serve as a voting member of Texas SHRM representing assigned committee interests. The Assistant State Director-Programs shall serve as a voting member of Texas SHRM responsible for planning the agenda and educational content of Texas SHRM meetings and representing assigned committee interests. The Executive Director or CMP shall serve as a non-voting member of the Executive Committee.

ARTICLE VII – RESPONSIBILITIES OF PARTICULAR GOVERNING BODY MEMBERS

A. State Director. The State Director is the chief elected officer of Texas SHRM and shall be responsible for initiating policies, strategies and objectives of Texas SHRM consistent with SHRM board policies. The State Director shall preside over meetings of Texas SHRM and is an ex-officio member of all Texas SHRM 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 Texas SHRM 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 Texas SHRM 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 Texas SHRM and correlating each to the needs of the local chapters.

F. Assistant State Director-Core Leadership Areas. The Assistant State Director-Core Leadership Areas 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 Texas SHRM and correlating each to the needs of the various committees.

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

I. Core Leadership Area Directors. Core Leadership Area Directors shall have the responsibility to work with appropriate SHRM Regional or staff members, Texas SHRM 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 Core Leadership Area Director are included in the document entitled, “Texas SHRM Position Descriptions.”

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

ARTICLE VIII – COMMITTEES AND INITIATIVES

Committees of the Governing Body, both standing and ad hoc, 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, 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 Texas SHRM, 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.

The State Director shall also have the authority to appoint Chairs/Directors to lead any Texas SHRM initiatives or projects. Such initiative or project Chairs/Directors shall have no term limits but shall serve at the pleasure and direction of the State Director. Such initiative or project Chairs/Directors shall be non-voting members of the Governing Body.

ARTICLE IX – WITHDRAWAL OF STATE COUNCIL STATUS

Texas SHRM 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 Texas SHRM are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status, Texas SHRM 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 reconfirm State Council status upon such body. Any such action by SHRM shall not have any effect on Texas SHRM’s legal entity status.

In addition to action by SHRM, Texas SHRM may decide to withdraw its own affiliation from SHRM upon finding the activities of SHRM are inconsistent with or contrary to the best interests of Texas SHRM.

ARTICLE X – RELATIONSHIPS

Texas SHRM 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 Texas SHRM. Texas SHRM shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. Texas SHRM shall not contract in the name of SHRM without the express written consent of SHRM. The relationship of Texas SHRM and SHRM is also governed by the terms and conditions of the State Council Charter granted by SHRM to Texas SHRM and accepted by Texas SHRM.

ARTICLE XI – COUNCIL DISSOLUTION

In the event of Texas SHRM’s dissolution, the remaining monies in the treasury, after Texas SHRM expenses have been paid, will be contributed to an organization decided upon by Texas SHRM 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 Texas SHRM).

ARTICLE XII – STATEMENT OF ETHICS

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

ARTICLE XIV – BYLAW AMENDMENTS

The Bylaws of Texas SHRM 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. Such amendments shall only take effect upon approval by the SHRM President/CEO or his/her designee, as being in furtherance of the purposes of SHRM and not in conflict with SHRM’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.