SHRM Foundation

COHR recognized as "2013 Super Star!"

Constitution and By-Laws

Article I  Name and Affiliation

Section 1.  Name.   The name of the chapter is The Coastal Organization of Human Resources (herein referred to as “Chapter”). To avoid potential confusion, the Chapter will refer to itself as COHR and not as SHRM or the Society for Human Resource Management.

Section 2.  Affiliation.   The Chapter is affiliated with the Society for Human Resource Management (herein referred to as “SHRM”).

Section 3.  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.  

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Article II  Purpose

The purpose of this organization is to provide a means for interchange of ideas, experience, methods, professional development and other matters of mutual interest concerning human resource management.

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Article III  Membership

Section 1.  Qualifications for Membership.   Membership is limited to those having demonstrated interest in the practice of human resource management. The specific qualifications are outlined in Sections 2, 3, 4, 5 and 6 below. To achieve the mission of the Chapter, there shall be no discrimination in individual memberships because of race, religion, sex, age, national origin, disability, veteran’s status, or any other legally protected class.

Section 2.  General Membership.   Individuals engaged in human resource management; or any individual certified by SHRM and/or the Human Resources Certification Institute; or any full time consultants involved in human resources services; or any individual who meets the definition of general membership as stated by SHRM. Individuals outside the foregoing categories who demonstrate to the satisfaction of the Board of Directors a bona-fide interest in such work will also be eligible for membership. General members may vote and hold elective office. All General Members are strongly encouraged to maintain membership in SHRM national.

Section 3.  Student Members. Individuals enrolled in the equivalent of six (6) credit hours per term in a degree-seeking program with coursework, taken or planned, that supports a demonstrated interest in Human Resource Management. Student Members do not have voting rights. (Membership dues are waived, but a Student SHRM Membership is required).    

Section 4.  Application for Membership.   Application for membership should be made through the COHR application form, preferably online at the COHR website. Applications are reviewed and approved by the Membership VP as designated by the Board of Directors. Approval shall be by a majority of the Board present or voting by proxy. New members are afforded full membership rights from the designee.

Section 5.  Voting.   All members, with the exception of student members, may cast one vote on each matter brought before a vote of the members. Written votes shall be counted by an Ad Hoc committee appointed by the Board of Directors.

Section 6.  Resignation.   A member may resign at any time by sending written notice to a member of the Board of Directors. Membership dues are non-refundable.

Section 7.  Dues.   Annual membership dues shall be established for the next year by the Board of Directors. COHR dues will be reduced for individuals who are also SHRM members and designate COHR as their primary chapter. A renewing member must pay full dues no matter when the renewal is submitted. A new member joining after June 30 of any year may pay one-half of the dues established for that year. Members who fail to renew shall be treated as new applicants if they seek to "renew" in a subsequent year.

Section 8.  Membership Year. The fiscal, Board, and membership year shall run from January 1 through December 31.

Section 9.  Transfer of Membership. An individual membership is not transferable.

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Article IV  Meetings

Section 1.  Regular Meetings.   Regular meetings of COHR shall be determined by the Board of Directors. A minimum of four (4) meetings shall be held each year.

Section 2.  Annual Meeting.  The annual meeting of the members for electing officers and directors and conducting other appropriate business shall be held as part of the regular November meeting of the organization.

Section 3.  Notice of Meetings.   The slate of officers, changes to the Constitution and By-laws, and any other issues representing a major change in policy or practice must be announced to the membership at least 10 days in advance of the meeting at which a vote will be taken. Regular meeting notice should be distributed at least 7 days prior to the meeting. 

Section 4.  Quorum.   Members holding 10% of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. A vote of the majority of the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted on by the members.

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Article V  Board of Directors

Section 1.  Power and Duties. The Board of Directors (also referred to as the "Board") shall manage and control the property, business and affairs of the Chapter and in general exercise all powers of the Chapter.  

Section 2.  Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect, Secretary, and Treasurer.

Section 3.  Composition of the Board of Directors. Along with the Officers listed in Section 1 of this Article, the Board of Directors shall also include Core Leadership Area (CLA) Directors and the Past President.  These shall constitute the governing body of the Chapter.  Additional Core Leadership Area Directors shall be nominated by the President and elected from among the eligible membership as members of the Board of Directors, when appropriate.  

Section 4.  Qualifications.   Any member in good standing may serve on the Board of Directors in any position for which they meet the qualifications. The President must be a COHR member and member of SHRM in accordance with SHRM By-laws. The President-Elect must also be a member of SHRM. All board members are strongly encouraged to remain a member in good standing of SHRM throughout their term in office.  

Section 5.  Election-Term of Office.   Directors shall be elected at the annual meeting of the membership from the proposed slate presented by the nominating committee and additional nominations from the floor.

Section 6.  Vacancies.   With the approval of the Board, the President may appoint a member to fill any vacancy that occurs except that the President-Elect shall immediately assume the position of President should it become vacant.

Section 7.  Quorum.   A simple majority of the total Board of Directors shall constitute a quorum for the transaction of business. Once a quorum is established, a majority of those voting is sufficient to approve any action.

Section 8.  Responsibilities.   The Board of Directors shall transact all business of the Chapter except as otherwise prescribed in the Constitution and By-laws. Any member in good standing may ask the President to place any action taken by the Board on the agenda of the next regular meeting for ratification by the full membership.

Section 9.  Removal of Director and Officer.   Any director or officer may be removed from office with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting.

Section 10.  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.

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Article VI  Officer Duties and Responsibilities

The responsibilities of each member of the Board of Directors shall be as outlined in the position descriptions maintained by the Secretary and / or President and distributed to the Chapter Board.  The position descriptions are subject to change as deemed necessary by the President and/or the Chapter Board. 

Section 1.  President.   The President shall preside over all meetings of the members and the Board. The President shall direct the activities of the Chapter and have charge and supervision of the affairs and business of COHR, including the appointment of standing and special committees. The requirements of office are Professional membership in COHR, SHRM membership (Throughout the duration of his/her term of office), and at least one year of service on the Board.

Section 2.  President-Elect.   The President-Elect, at the request of the President, or in his/her absence or disability, performs any of the duties of the President. The President-Elect shall serve as the chapter SHRM Foundation representative, the organizer for annual Executive Session (unless these positions are filled by additional Board Members), and shall perform liaison duties assigned by the President. The requirements of office are Professional membership in COHR, and SHRM membership, throughout the duration of his/her term of office.

Section 3.  Secretary.  The Secretary shall keep record of all COHR activities including the regular and special meetings of the organization and the Board. The Secretary shall handle official correspondence as directed.

Section 4.  Treasurer.   The Treasurer shall maintain a record of all COHR financial business, pay all approved bills, issue regular financial statements, and submit the financial records for audit at the end of the year.

Section 5.  Core Leadership Area (CLA) Directors.  Core Leadership Area Directors have such powers and perform such liaison duties as the Board or the President may determine.  The responsibility includes awareness sessions and initiatives in the particular CLA as determined by the Board.  He / she shall have the authority to appoint sub-committees to plan and implement the activities associated with the CLA for the year. 

Section 6.  Past-President.  The Past-President shall remain on the Board for one year to provide advice to the current president and to assist in succession planning.

Article VII  Committees

Section 1.  Committees.  The establishment of both standing and ad-hoc committees shall be the right of the Board of Directors. 

Section 2.  Committee Chairpersons.  Appointment of Chairpersons to committees is the sole responsibility of the President. 

Section 3.  Committee Activity.   Committee Chairperson and/or Committees are established to provide the Chapter with ongoing services, not specifically designated as an Officer or Core Leadership Area Director.  These may include but not limited to Programs, Public Relations, Newsletter, Webmaster, New Member Orientation.  The President may also appoint a member in good standing to the position of “At-Large” member.

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Article VIII  Special Committees and Task Forces

The President shall appoint such special committees or tasks forces as are needed to conduct the business of the Organization.  These groups will report to the Board of Directors, but have no vote on the Board. 

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Article IX  Electronic Voting

Mail or electronic ballots can be used for the election of Directors provided the Chapter has had at least one in-person meeting that year. 

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Article X  Statement of Ethics

The Chapter adopts SHRM's Code of Ethical and Professional Standards in Human Resource Management for members of the Association in order to promote and maintain the highest standards among our members.  Each member shall honor, respect, and support the purposes of this Chapter and of SHRM.

The Chapter shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors.  No member shall actively solicit business from any other member at Chapter meetings wihtout approval from the Board of Directors.

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Article XI  Parlimentary Procedure

Meetings of the Chapter 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 Chapter.

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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 to 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.

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Article XIII Amendment of Constitution and By-Laws

Section 1.  SHRM Requirements.   The By-Laws 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 the SHRM and not in conflict with SHRM By-Laws. Any motion to amend the BY-Laws shall clearly state that it is not effective unless and until approved by the SHRM President/CEO or his/her designee.

Section 2.  Adoption.   These by-Laws were approved and adopted June 1, 2002. These by-laws were revised and approved April, 2003. These By-laws were revised and approved May 6, 2004. These By-laws were revised and approved by COHR members on November 7, 2006. Final approval of these by-laws occurred on February 1, 2007.  These By-Laws were revised and approved by COHR members on August 5, 2010. These By-laws were revised and approved by COHR Members on October 18, 2016.

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