Skip to Page Content

Chapter Bylaws

    NWIA/SWMN Area Human Resources Association

    Chapter Bylaws
    ARTICLE 1
    NAME AND AFFILIATION


    Section 1.1: Name.
    The name of the Chapter is NWIA/SWMN Area Human Resources Association (herein referred to as the "Chapter"). NWIA/SWMN is defined as Northwest Iowa/Southwest Minnesota. To avoid potential confusion, the Chapter will refer to itself as NWIA/SWMN Area Human Resources Association and not as SHRM or the Society for Human Resource Management.

    Section 1.2: Affiliation. The Chapter is affiliated with the Society for Human Resource Management (herein referred to as "SHRM"). As a SHRM affiliated chapter, the Chapter is also a member of the Iowa SHRM State Council, serving on the Board of the State Council and abiding by the State Council governance process.

    Section 1.3: Separate Legal Existence of Chapter/Autonomy. Both parties are separate legal entities, and neither party nor its officers, agents or employees may hold themselves out as an agent of either organization. Neither party is an agency or instrumentality of the other party. Neither party shall contract in the name of the other organization or incur any financial or other obligations on behalf of the other, without the express written consent of the other organization. Neither party may hold itself out to the public as the other organization. The Chapter shall have autonomy with regard to all phases of its operation, subject to its governing instruments.

    Section 1.4: Use of SHRM Domain, Logo and Brand. The Chapter agrees to follow SHRM Brand Standards Guides, as may be modified from time to time, and be consistent with SHRM in its use of any/all electronic, printed, oral, and all other types of media including but not limited to SHRM logos, resources, branding and branding requirements, affiliate of logo, and all others. The Chapter may use only the “Affiliate of SHRM” logo or the approved SHRM branded block template, in accordance with SHRM Brand Standards Guides. The Chapter shall not use the standard, standalone SHRM logo in any media, for any reason. The Chapter may not use the SHRM name, logos, trademarks, or copyrightable materials in any manner that deviates from the SHRM Guidelines without SHRM’s prior written permission. The Chapter may register a domain name that is either as it appears in the SHRM approved bylaws or the approved SHRM branded
    block template.

    Section 1.5: Starting or affiliating with other groups. The Chapter is required to obtain written approval from SHRM’s CEO/President or designee before the Chapter legally affiliates through the governance process with other groups or starts other groups or subchapters while affiliated with SHRM. This includes the written approval of all governing documents associated with these organizations.

    Section 1.5a: The Chapter may initiate, facilitate or engage in mutually beneficial business relationships that further the Chapter’s business or mission objectives to the extent these business relationships are not in conflict with Section 1.5.

    Section 1.6: Approved Service Area. The approved service area (zip code ranges) for the Chapter is listed in the Chapter Charter (“Affiliation Agreement”) and subsequent addendums, as appropriate. The service areas reference where the Chapter is allowed to overtly solicit for i) members and ii) event activity. Chapters may only hold physical events within their approved service area unless the Chapter obtains written approval of SHRM’s CEO/President or designee.

    Section 1.7: Member Service Area. The Chapter is required to obtain written approval from SHRM’s CEO/President or designee (which includes the written approval of all governing documents associated with these organizations) prior to the Chapter starting a new Chapter, sub-chapter, or adding a Member Service Area (“MSA”) to an approved service area, while affiliated with SHRM.

    Section 1.8: Approved Service Area Modifications. Should the Chapter wish to request a modification to the Approved Service Area, request consideration to become a Member Service Area (“MSA”) or have another currently affiliated chapter become an MSA of the Chapter, the Chapter is required to obtain written approval from SHRM’s CEO/President
    or designee.

    ARTICLE 2 PURPOSE

    The purposes of this Chapter, as a non-profit organization, are:
    I. to provide a forum for the personal and professional development of our members;
    II. to provide an opportunity to develop leadership, business acumen, managerial, public speaking and group decision-making skills;
    III. to provide an opportunity to interact and develop individuals new to the profession, student chapters, and all acting in a human resources related function or responsibility in the area;
    IV. to provide an arena for the development of trust relationships where common problems can be discussed and deliberated;
    V. to provide an opportunity to focus on current human resource management issues of importance to our members;
    VI. to grow dual membership – members who are both SHRM Chapter and SHRM members;
    VII. to provide a focus on state and national workplace public policy issues;
    VIII. to provide valuable information gathering and dissemination channels;
    IX. to provide a pool of human resource professional leaders for succession as volunteer leaders of the Chapter, State Council, and of SHRM;
    X. to serve as an important vehicle for introducing human resource management professionals to SHRM;
    XI. to serve as a source of new members for SHRM;
    XII. to serve as part of the two-way channel of communications between SHRM and the individual members; and
    XIII. to serve as a community based HR resource.

    The Chapter supports SHRM’s Purpose, Mission, and Vision:
    A. to be a recognized world leader in human resource management;
    B. to provide high-quality, dynamic and responsive programs and service to those with interests in human resource management;
    C. to be the voice of the profession on human resource management issues;
    D. to facilitate and guide the development and direction of the human resource profession; and
    E. to establish, monitor and update standards for the profession. All actions of the chapter and that of members shall be in accordance with SHRM's Bylaws & Code of Ethics.

    ARTICLE 3 FISCAL YEAR

    The fiscal year of the Chapter shall be the calendar year.

    ARTICLE 4 MEMBERSHIP

    Section 4.1: Qualifications for Membership. Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in of the following sections of this Article. 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 classes under federal, state or local laws.

    Section 4.2: Non-transferability of Membership. Membership in the Chapter is neither transferable nor assignable.

    Section 4.3: Individual Membership. Membership in the Chapter is held in the individual's name, not an organization with which the member is affiliated.

    Section 4.4: Regular Members. Membership shall be limited to those individuals who are (1) A practitioner in any of the various functional areas within HR management, including to but not limited to, compensation, benefits, employment, employee or organizational development, employee relations and management practices, workers’ compensation, human resource information systems, safety, and employee assistance programs; (i.e. business owners, business leaders, administrators, executives, organizational decision managers, etc.) and (2) as a university or college faculty member responsible for instructing students in HR management or serving advisor to a Student SHRM Chapter.

    Section 4.5: Student Members. Individuals who are (a) enrolled either as full-time or part-time students, at freshman standing or higher; (b) enrolled in the equivalent of at least six (6) credit hours; (c) enrolled in a four-year or graduate institution and/or a consortium of these or a two-year community college with a matriculation agreement between it and a four-year college or university which provides for automatic acceptance of the community college students into the four-year college or university; (d) able to provide verification of a demonstrated emphasis in human resource management subjects, and (e) able to provide verification of the college or university's human resources, business management or related degree program. Student members may not vote or hold office in the Chapter.

    Section 4.6: Application for Membership. Application for membership shall be on the Chapter application form or via online application. All applications shall be reviewed by the Membership Director. New members shall be afforded full membership rights from the date of application.

    Section 4.7: Voting. Each Regular member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Student Members are not eligible to vote. Votes shall be tallied by an Ad Hoc Committee appointed by the Board of Directors.

    Section 4.8 Dues. Annual membership dues shall be established for the next year by the Board of Directors prior to the dispersal of renewal notices.

    Section 4.9: Discipline and Termination of Membership. Any member may be removed from membership, with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting. Prior to the vote the member shall be entitled to respond to the allegations deemed to constitute cause for removal from membership. This applies to all members, chapter paid staff, as well as volunteer and elected leaders.

    ARTICLE 5 MEMBER MEETINGS

    Section 5.1: Regular Meetings. Regular meetings of the members shall be held on the second Tuesday of each month or as otherwise determined by the Board of Directors and may be held in person or virtually.

    Section 5.2: Annual Meetings. The annual meeting of the members for electing Directors and Officers, and conducting other appropriate business shall be held in October or at such other time as determined by the Board of Directors. Such meeting may be held in person or virtually.

    Section 5.3: Special Meetings. Special meetings of members shall be held on call of the President, the Board of Directors or by members having one-twentieth of the votes entitled to be cast at such in person meeting or via electronic voting methods.

    Section 5.4: Notice of Meetings. Notice of all special and annual meetings shall be given to all members at least ten days prior to the meetings. Notice of regular meetings shall be given to all members at least seven days prior to the meeting.

    Section 5.5: Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person, virtually, 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, virtually, electronic ballot, 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 6 BOARD OF DIRECTORS

    Section 6.1: 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 6.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the Chapter: President, President-Elect, Membership Director, Treasurer, and Secretary.

    Section 6.3: Composition of the Board of Directors. Along with the Officers listed in Section 6.2 of this Article, the Board of Directors shall also include Core Leadership Area 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, should new Core Leadership Areas be established by SHRM.

    Section 6.4: Qualifications. All candidates for the Board of Directors must be Regular members of the chapter in good standing at the time of nomination or appointment and for their complete term of office. Per SHRM Bylaws, as a Chapter affiliated with SHRM, the President must be a current member in good standing of SHRM throughout the duration of their term of office.

    Section 6.5: Election - Term of Office. Officers and Directors shall be elected by the members at the annual meeting of the membership from the proposed slate of the nominating committee appointed by the Board of Directors at the beginning of each election year. Each elected Officer and Director shall assume office on first meeting in January following his/her election and shall hold office for two years or until his/her successor is elected and takes office. Officers and Directors may not be elected to serve more than two (2) consecutive terms in the same position.

    Section 6.6: Vacancies. Any vacancy in the Board may be filled for the unexpired term by appointment of the President with the consent of the Board of Directors.

    Section 6.7: Quorum. A simple majority of the total Board of Directors shall constitute a quorum for the transaction of business. The act of a majority of the Board of Directors present at any meeting at which there is a quorum, either in person, virtual, electronic ballot, or by conference call, shall be the act of the Governing Body, except to the extent that applicable state law may require a greater number. In addition, the Board may act by unanimous written consent of all voting members.

    Section 6.8: Board of Directors' Responsibilities. The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in these Bylaws or other governing instruments of the Chapter. A Regular member in good standing may request the President to place on the agenda of the next regular Board of Directors meeting any action for consideration by the Board of Directors.

    Section 6.9: Removal of any elected or appointed chapter leader. Any elected or appointed chapter leader 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. The chapter leader shall be entitled to respond to the allegations deemed to constitute cause for removal from office.

    Section 6.10: Maintain Coverage. The Chapter should seek to obtain and maintain a policy or policies of basic Directors & Officers (D&O) and Cyber Liability Insurance commensurate with assets and liabilities of the Chapter. Errors and Omissions (E&O) Insurance is strongly recommended. These policies provide the board members, officers, employees, members, volunteers, or agents of the Chapter with coverage for losses from wrongful or negligent acts, or to ensure the Chapter’s performance of its obligations under this Agreement. In all insurance policies, SHRM should be identified as an additional insured.

    ARTICLE 7 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 distributed to the Chapter Board. The position descriptions are subject to change as deemed necessary by the President and/or the Chapter Board.

    Section 7.1: The President. The President shall preside at the meetings of the members and of the Board. The President shall direct the Chapter and have charge and supervision of the affairs and business of the Chapter, subject to the ultimate management authority of the Board of Directors. The President shall maintain liaison and be a current member in good standing of SHRM throughout the duration of his/her term of office. Responsible for SHRM reporting requirements and for representing the chapter at the state level.

    Section 7.2: The President-Elect. The President-Elect, at the request of the President or in his/her absence or disability, may perform any of the duties of the President. The President-Elect shall have such other powers and perform such other liaison duties as the Board or the President may determine. The President-Elect shall have the authority to appoint sub-committees to plan and implement the activities associated with the program year. The President-Elect is encouraged to attend the annual SHRM volunteer leadership conference.

    Section 7.3: Membership Director. The Membership Director shall serve as chair of the Membership Committee. The Membership Director shall encourage Chapter and SHRM membership growth and shall maintain the official membership roster of the Chapter. The Membership Director may also send out invoices for membership billing. The Membership Director shall have such other powers and perform such other duties as the President may determine.

    Section 7.4: The Treasurer. The Treasurer shall be responsible for the financial affairs of the Chapter, including all required filings. These responsibilities shall include financial reports to the Board and coordinating arrangements for the annual examination audit of the accounts as may be required by the Board. The Treasurer shall be responsible for membership billing. The Treasurer shall also perform such other duties as the President may determine.

    Section 7.5: The Secretary. The Secretary shall be responsible for recording the minutes of all meetings of the Chapter, shall be responsible for making all members aware of such meetings, and shall be responsible for coordinating the activities related to the Chapter's communication. The Secretary may also send out invoices for membership billing. The Secretary shall also perform such other duties as the President may determine.

    Section 7.6: Directors at Large. Directors at Large shall have such powers and perform such liaison duties as the Board or the President may determine. The responsibility includes awareness sessions and initiatives as determined by the President and the Board. Directors at Large shall have the authority to appoint sub-committees to plan and implement the activities associated with the Core Leadership Area for the year.

    Section 7.7: Past President. The Past President shall serve as an advisor to the President, and fulfill such duties as requested by the President and/or Board of Directors. The chapter requires the Past President to be a current member in good standing of SHRM throughout the duration of his/her term of office.

    ARTICLE 8 COMMITTEES

    Section 8.1: Committees. The establishment of both standing and ad-hoc committees shall be the right of the Board of Directors.

    Section 8.2: Committee Organization. Committees in addition to the Nominating Committee are established by resolution of the Board of Directors.

    Section 8.3: Committee Chairpersons. Appointment of Chairpersons to committees is the sole responsibility of the President. The Chairperson and the President will seek interested members to participate in committee activities. Special Committees or task forces may be organized by the President to meet particular Chapter needs.

    Section 8.4: Committee Activity. Committees are established to provide the Chapter with special ongoing services, such as Membership, Programs, Professional Development, Communications, Marketing/Public Relations, etc.

    ARTICLE 9 ELECTRONIC VOTING

    Mail or electronic ballots can be used for the election of Officers and Directors provided the Chapter has had at least one in-person meeting that year unless extenuating circumstances where the Chapter cannot meet in person.

    ARTICLE 10 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 or events without the approval from the Board of Directors.

    ARTICLE 11 PARLIAMENTARY 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.

    ARTICLE 12 AMENDMENT OF BYLAWS

    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 the 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 13 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 an organization decided upon by the Board of Directors at the time of dissolution (e.g. the SHRM Foundation, a local student chapter, the State Council, an HR degree program, or other such organization or charity with purposes consistent with those of the Chapter). Should a Chapter become an MSA of another chapter (host), the Chapter would be dissolved. In this situation, the dissolving Chapter funds shall be transferred to the host chapter (successor). Funds should be transferred within 180 days or as soon as reasonably practical.

    ARTICLE 14 WITHDRAWAL OF AFFILIATED CHAPTER STATUS

    Affiliated chapter status may be withdrawn by the SHRM President/CEO or their 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 President/CEO or his/her designee 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 President/CEO or his/her designee, it is subject to immediate disaffiliation by SHRM. After withdrawal of Chapter status, the SHRM President/CEO or his/her designee may cause a new Chapter to be created, or may re-confer Chapter status upon such body.

    ARTICLE 15 TERMS USED

    As used in these Bylaws, feminine or neuter 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.

    Passed on August 5th, 2025