BYLAWS OF THE BOULDER AREA HUMAN RESOURCE ASSOCIATION (BAHRA)

ARTICLE I.  NAME AND PLACE OF BUSINESS

Section 1.01 Name.  The name of this association is Boulder Area Human Resource Association, also known as BAHRA (herein referred to as the “Association”).  The Association is affiliated with the Society for Human Resource Management (herein referred to as SHRM).

Section 1.02 Relationships.  The Association 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 Association.  The Association shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM.  The Association shall not contract in the name of SHRM without the express written consent of SHRM.

Section 1.03 Registered Agent.  The President of the Association shall be the registered agent.

Section 1.04 Fiscal Year.  The fiscal year of the Association shall be from January 1 through December 31.

ARTICLE II.  STATEMENT OF PURPOSE

Section 2.01 General and Specific Purposes.  This Association is organized and shall be operated for any and all lawful purposes authorized by the Colorado Nonprofit Corporation Act.  However, said specific purposes shall be to improve the competence of human resource professionals; to raise the standards of performance in all phases of human resource administration and management; to provide a forum whereby helpful information, suggestions, and ideas can be exchanged; and to promote active participation in any movement, as approved by the Board of Directors or the Association as a whole, which will tend to improve the methods, practices, and laws governing human resources.  The general aims and objectives of this Association shall relate to the administrative, technical, scientific, education, and fundamental concepts of human resource management.  To serve HR professionals and advance the profession are the primary objectives.

ARTICLE III.  MEMBERS AND THE ASSOCIATION

Section 3.01 Membership.  The qualifications for membership in the Association shall be as stated herein.  To achieve the mission of the Association there shall be no discrimination in individual memberships because of ancestry, race, religion, sex, age, national origin, sexual orientation, gender identity, genetic information, military service, disability or any other legally protected class.  Memberships are individual and are not transferable to other individuals.  Membership in this Association shall consist of three categories which are defined as follows:

  1. Professional Membership.  Professional Membership in the Association is open to any individual who meets one of the following criteria:
Individuals who hold a professional HR certification
Individuals who provide HR services to their organization
Individuals actively seeking HR employment
Attorneys practicing HR/employment law
Consultants in the HR management field

These individuals can hold office in BAHRA and have voting privileges.

  1. Associate Membership.  Associate Membership in the Association is open to any individual who meets one of the following criteria:
        1.      Individuals whose job role involves selling HR services rather than day-to-day HR management
        2.      Individuals whose job role involves selling in a staffing agency
        3.      Individuals with a general interest in the HR profession


These individuals must refrain from using their membership to sell their services, except at Association functions at which they have obtained approval from the Board of Directors prior to the event.  Associate members have all of the privileges of Professional Membership. 

  1. Student Membership.  Student Membership in the Association is open to any individual who meets one of the following criteria:
  • Individual of any student chapter that is affiliated with the Society for Human Resource Management 
  • Individual who is currently enrolled as a full-time student (12 or more credit hours) with a demonstrated emphasis in human resources management at a four-year college, university or graduate institution or a two-year community college with an articulation agreement between it and a four-year college or university.  


Student members shall have all the privileges of professional membership, but may not vote or hold office in the Association. Dues for Student Members shall be set by the Board of Directors, who at their discretion may waive membership dues and meeting fees.

Section 3.02 Member Participation.  Professional and Associate members may make recommendations, present motions, and vote on all issues before the Association.  They may hold office in the Association.   However, the composition of the Board of Directors may not exceed 50% Associate Members.

Section 3.03 Voting.  Each Professional and Associate member of the Association 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.

Section 3.04 Dues.  Annual membership dues shall be established by the Board of Directors.  Memberships expire 12 months from the approved application date.  

Section 3.05 Payment of Dues.  The Vice President – Membership shall send renewal notices to members for the payment of annual dues in a timely manner prior to membership expiration.  To remain a member in good standing, dues must be paid within 30 days of the renewal notice.

Section 3.06 Arrearages.  Dues in arrears as of 30 days after the renewal notice will cause a member to be suspended from participating in activities of the Association at membership rates.  Members with dues in arrears are not entitled to vote until such time as the member is reinstated to full participation in the activities of the Association pursuant to Section 3.07 herein.

Section 3.07 Reinstatement.  Renewal members who are in arrears will be reinstated to full participation in activities upon payment of dues.

Section 3.08 Membership Application.  Membership information and applications are available on the website, at monthly meetings, or by request from the VP-Membership.  Applications for membership are reviewed by the VP-Membership and are approved when dues are paid in full.  Any dispute concerning an applicant’s membership category will be brought to the next Board of Directors meeting for approval.

Section 3.09 Termination of Membership.  Any member failing to pay his/her membership dues will forfeit his/her membership in the Association.  Membership can also be terminated for unprofessional behavior as determined by a 2/3 vote of the Board of Directors.

Section 3.10 Place of Regular Meetings.  Regular meetings of the members of the Association shall be held at any place as authorized by the Board of Directors upon the giving of proper notice to the members, as set forth hereinafter.

Section 3.11 Notice of Regular Meetings.  General membership meetings of the Association shall be held the third Thursday of the month or as otherwise determined by the Board of Directors.

Section 3.12 Annual Meeting.  The annual meeting of the members for electing directors and officers and conducting other appropriate business shall be held in November or at such other time as determined by the Board of Directors.  The annual meeting of the members for the purpose of announcing and inducting newly elected officers and directors shall be in January of each year or at such other time as determined by the Board of Directors.

Section 3.13 Special Meetings.  Special meetings of the members, for any purpose or purposes, may be called by the President, Board of Directors, or upon the request of the membership having one-tenth of the votes entitled to be cast at such meetings.  Should a special meeting be called, members shall be given a minimum of three days advance notice of said meeting.

Section 3.14 Certification of Votes.  All matters brought before the membership shall become effective upon certification by the Secretary of the Association that a majority of the ballots cast have voted in favor of the matter.

Section 3.15  Quorum.  Members holding one-tenth of the votes entitled to be cast represented in person or by proxy, shall constitute a quorum.  The 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.

ARTICLE IV.  BOARD OF DIRECTORS

Section 4.01 General Powers and Number.  The government, business, property, and affairs of the Association shall be managed and controlled by its Board of Directors.

Section 4.02 Officers.  There shall be seven (7) directors who, by virtue of being officers of the Association shall be elected to one-year terms.  The Board of Directors shall be comprised of the President, the President-Elect, Vice President-Programming, the Vice President-Membership, the Treasurer, the Secretary, and the immediate Past-President of the Association who shall be elected in accordance with Article V hereof.

Section 4.03 Composition of the Board of Directors.  Along with the officers listed in Section 4.02 of this Article, the Board of Directors shall also include Core Leadership Area Directors.  These shall constitute the governing body of the Association.  Additional Core Leadership Area Directors shall be nominated by the President and elected from among the eligible membership, should new Core Leadership Areas be established by SHRM.

The composition of the Board of Directors shall not exceed 50% Associate members.  

Section 4.04 Qualifications.  All candidates for the Board of Directors must be Professional or Associate members of the Association in good standing at the time of the nomination or appointment.  Per SHRM By-laws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office.  The Association also requires that each Board member be a current member in good standing of SHRM throughout the duration of his/her term of office. 

Section 4.05 Election – Term of Office. Officers and Directors shall be elected by the members at the annual meeting of the membership from the proposed slate by the current Board of Directors.  The President shall not be elected, but the President-Elect will typically become the President after completing his/her term as President-Elect.  Each elected Officer and Director shall assume office on January 1 following his/her election and shall hold office for one year or until his/her successor is elected and takes office.  Officers and Directors may not be elected to serve more than three (3) consecutive terms in the same position.

Section 4.06 Removal From and Resignation of Office.  A director may be removed from office by affirmative vote of a two-thirds majority of the members of the Board of Directors of the Association whenever, in its best judgment, the best interests of the Association would be served thereby.  The director shall be entitled to a due process hearing prior to any termination action being imposed. A director may resign at any time by filing his/her written resignation with the President.

Section 4.07 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 4.08 Board of Directors’ Responsibilities.  The Board of Directors shall transact all business of the Association except as prescribed otherwise in the Articles of Incorporation or Bylaws.  A Professional member in good standing may request the President to place on the agenda of the next regular meeting any action taken by the Board of Directors.

Section 4.09 Monthly Meeting.  The Board of Directors shall meet monthly or as otherwise determined by the President at a time and place designated by the President.  Notice of monthly meetings shall be given to the Board of Directors in advance of the meetings.

Section 4.10 Special Meetings.  Special meetings of the Board of Directors may be called by the President for any purpose or purposes, and at any appropriate time.  A special meeting may be called by two or more directors.

Section 4.11 Quorum.  Four (4) Board of Directors present at any duly noticed meeting shall constitute a quorum for the transaction of business.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by the Articles of Incorporation, or these Bylaws.  In addition, the Board may act by unanimous written consent of all voting members.

Section 4.12 Conduct of Meetings.  The President, and in the President’s absence the President-Elect and in their absence, the President’s designee, and in the absence of all three, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairperson of the meeting.  The Secretary shall act as secretary of all meetings of the Board of Directors, but, in the Secretary’s absence, the chairperson may appoint any other person to act as Secretary of the meeting.

Section 4.13 Voting.  Each director shall be entitled to one vote upon each matter submitted to a vote of the Board of Directors.

Section 4.14 Compensation.  No Officer of the Association shall receive any salary or anything of monetary value from the Association for performing services as an Officer, but may be reimbursed for actual expenses in connection therewith.

Section 4.15 Unemployment of Director.  Any Director who ceases to be actively employed as a practitioner in the human resources field may continue in the position to which they were elected for the remainder of their term of office, provided that he or she continues to meet the requirements of Professional Membership as defined herein.

Section 4.16 Presumption of Assent.  A director who is present at a meeting of the Board of Directors or a committee thereof of which he/she is a member at which action on any Association matter is taken shall be presumed to have assented to the action taken.  If dissenting, he/she shall request his/her dissent be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent in writing to the Secretary immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

Section 4.17 Unanimous Consent without Meeting.  Any action required or permitted by the Articles of Incorporation or these Bylaws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting if a consent in writing or via email, setting forth the action so taken, shall be agreed upon by a majority of the directors then in office.

ARTICLE V.   DUTIES AND RESPONSIBILITIES OF OFFICERS

Section 5.01 Number.  The principal officers of the corporation shall be a President, a President-Elect, Vice President-Programming, a Vice-President-Membership, a Secretary, a Treasurer, and the immediate Past-President, each of whom shall be elected as provided herein.  Such other officers may be deemed necessary and may be elected or appointed by the Board of Directors.

Section 5.02 Election of Officers and Term of Office.  The President-Elect, Vice President-Programming, the Vice-President-Membership, the Secretary, and the Treasurer, shall be elected by the active members of the Association, annually, during the regular November monthly meeting or at such other time as determined by the Board of Directors, in the manner prescribed by these Bylaws.  The President shall not be elected, but the President-Elect will typically become the President after completing his or her term as President-Elect.  Officers’ terms shall begin on the first day of January and end on the following December 31, or until their successors are duly elected and the transition of Officers has successfully been completed.

Section 5.03 Manner of Election of Officers.

  1. Nominating Committee.  The President shall appoint a nominating committee consisting typically of the immediate Past-President, and the President-Elect for the purpose of nominating voting members of the Association for election as officers.  The Nominating Committee shall meet and report its findings to the Board of Directors.

  2. Nominating Committee’s Recommendations.  The Board of Directors shall, at a regularly scheduled Board meeting, affirm or reject the Nominating Committee’s recommendations.  If affirmed, the Board shall direct the Secretary of the Association to prepare a ballot for vote at the November monthly meeting of the Association or at such other time as determined by the Board of Directors.  In the event that an individual nominated to serve as an officer elects not to serve, the nominating committee shall nominate another individual to serve in that post.

  3. Determination Whether Vacancy Should Be Filled.  In the event that a vacancy occurs during the term of a duly elected Officer, the President, in consultation with the Board of Directors, shall determine if the vacancy should be filled.  If the vacancy shall occur in the office of the President, the Board of Directors shall appoint a Nominating Committee pursuant to this Section.


Section 5.04 President
.  The President shall preside at all general membership and Board of Directors meetings and conduct them by a formal order of business; may appoint Core Leadership Area Director positions, with the consent of the Board, to provide assistance in and coverage of such areas as are relevant to the Association; may request special meetings in the manner provided by these Bylaws; shall be responsible for the general management and control of the business and affairs of the Association, and shall perform the other duties usually pertinent to this office.  The President shall be responsible for the maintenance of the Association’s Bylaws.  He/she shall maintain liaison with SHRM. Per SHRM By-laws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 5.05 President-Elect.  The President-Elect shall provide leadership continuity to the Association, shall upon vote by the membership succeed to the position of President upon completion of the current term of office and assume the responsibilities thereof as the successor to the President.  The President-Elect shall learn all functions of the BAHRA Board of Directors including but not limited to: finance, programming, and membership in preparation for the position of President.  The President-Elect shall support the President in the completion of the strategic goals & objectives outlined for the membership and for ensuring that the guidelines of SHRM for chapter affiliation are completed in accordance with the SHRM Affiliate Program for Excellence (SHAPE).  The President-Elect shall help with Board coverage in the event of a Board position vacancy.  Unless an exception is recommended by the Nominating Committee and affirmed by the Board of Directors, the President-Elect shall serve at least one prior term in a position on the Board of Directors prior to becoming President-Elect.  This position may be either an Officer or a Core Leadership Area Director.  In the temporary absence or disability of the President, the duties of the President shall be performed by the President-Elect.  He or she shall have such other powers and perform such other liaison duties as the Board or the President may determine.  The Association requires the President-Elect be a member in good standing of SHRM throughout the duration of his/her term.

Section 5.06 Vice President – Programming.  The Vice President – Programming shall be responsible for the professional programs offered by the Association during his or her term of office.  He or she shall also perform such other duties as prescribed by the President.   The Association requires the Vice-President - Programming be a member in good standing of SHRM throughout the duration of his/her term.

Section 5.07 Vice President – Membership.  The Vice President – Membership shall be responsible for maintaining an active membership recruiting and retention program.  He or she shall encourage membership growth and shall maintain the official membership roster of the Association.  He or she shall have such other powers and perform such other duties as the Board and President may determine. He or she shall review and process all membership applications.  He or she shall be responsible for membership invoicing.  The Association requires the Vice President - Membership be a member in good standing of SHRM throughout the duration of his/her term.

Section 5.08 Secretary.  The Secretary shall keep a record of all meetings, shall receive and read to the Board of Directors all letters and correspondence relevant and pertinent to the Association’s affairs; keep a file of all the Association’s letters, papers, minutes, newsletters, and other records.  The Secretary shall be responsible for preparation and distribution of the Association’s meeting notices.  He or she shall also be responsible for the preparation, distribution, collection, tallying, and certification of all ballots for election and other issues brought before the membership. The Association requires the Secretary be a member in good standing of SHRM throughout the duration of his/her term.

Section 5.09 Treasurer.  The Treasurer shall have custody and responsibility for all funds of the Association, depositing all such monies in the name of the Association in such depositories as selected by the Board of Directors. The Treasurer will process normal and reasonable payments through online banking services or debit card.  He or she shall prepare a monthly Treasurer report to the Board of Directors reflecting monthly income and current assets.  The Treasurer will manage and ensure timely delivery of tax filing and annual examination audit as required by the Board of the Directors.   Each year, the Treasurer will be responsible for presenting to the Board of Directors a draft budget to include prior year actuals.  The Treasurer shall perform other duties as prescribed by the President and Board of Directors. The Association requires the Treasurer be a member in good standing of SHRM throughout the duration of his/her term.

Section 5.10 Immediate Past-President.  The Past-President shall attend Board of Director meetings and function in a capacity that promotes the purpose of the Association as determined by the Board.  The Past-President is responsible for the Chamber Associations.  The tasks of the Past-President may be varied and shall depend upon the needs of the Association as determined by the Board.  The Association requires the Immediate Past-President be a member in good standing of SHRM throughout the duration of his/her term.

Section 5.11 Compensation.  No officer of the Association shall receive any salary or anything of monetary value from the Association for performing services as an Officer, but may be reimbursed for actual expenses in connection therewith.  

ARTICLE VI. CORE LEADERSHIP AREA DIRECTORS 

Section 6.01 Core Leadership Area Director Positions.  The President may, with the consent of the Board of Directors, appoint members to Core Leadership Area Directors (CLA) positions.  These positions will be for the purpose of facilitating various activities, interests and initiatives of the Association as determined by the President and 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.  The Association requires each CLA Director to be a current member in good standing of SHRM throughout the duration of his/her term of office. 

Section 6.02 Removal of Core Leadership Area Director.  Core Leadership Area Directors will serve at the pleasure of the President and Board of Directors and may be removed by the President with or without cause.

Section 6.03 Unemployment of Core Leadership Area Director.  Any Core Leadership Area Director who ceases to be actively employed may continue in the position to which they were appointed provided that he/she continues to meet the requirements of Professional or Associate Membership as defined herein.

ARTICLE VII.  STATEMENT OF ETHICS

Section 7.01 Statement.  The Association adopts SHRM’s Code of Ethical Standards for the HR Profession 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 Association and SHRM.  The Association shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors.

Section 7.02 Business Solicitation.  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 Association without approval from the Board of Directors.  Opportunities and special events may be made available for the specific purpose of advertising and selling services.

ARTICLE VIII.  INDEMNIFICATION

Section 8.01 Indemnification.  The Association shall, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, indemnify and advance litigation expenses prior to the final disposition of an action to any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a Director, ex officio or honorary director, or Officer of the Association or served any other enterprise as a Director or Officer at the request of the Association and such rights of indemnification and to advancement of litigation expenses and shall also be applicable to the heirs, executors, administrators and legal representatives of each such Director, ex officio or honorary director or Officer (such indemnified persons collectively, the “Indemnified persons”).

Section 8.02 Insurance.  The Association may purchase and maintain insurance on behalf of a person as permitted under the indemnification provisions of applicable law, whether or not the Association would otherwise have the power to indemnify such person against liability under the provisions of this Article.

Section 8.03 Limitation of Liability.  To the fullest extent permitted by applicable law as the same exists or may hereafter be amended, a Director or Officer of the Association shall not be liable to the Association or its shareholders for monetary damages for breach of fiduciary duty as a Director or Officer.

Section 8.04 Liability of Torts.  Without limiting the provisions of any other article hereof, no Director or Officer of the Association shall be personally liable for, and the Association indemnify such Directors and Officers against, any expenses or liability incurred by them, in connection with any injury to person or property arising out of a tort committed by a Director or Officer of the Association, unless such Director or Officer was personally involved and responsible for the situation giving rise to the expense or liability, or unless such Director or Officer committed a criminal offense.

Section 8.05 Rights.  The foregoing provisions of these Bylaws shall be deemed to be a contract between the Association and each person who is an Indemnified Person at any time while this Article is in effect, and any repeal or modification thereof shall not affect the rights or obligations then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such stated facts.  The foregoing rights of indemnification and to advancement of litigation expenses and limitation of liabilities shall not be deemed exclusive of any other rights to which any Indemnified person or his or her legal representatives may be entitled apart from the provisions of these Bylaws.

ARTICLE IX. CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 9.01 Contracts.  The Board of Directors may authorize the President to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.  Such authority may be general or confined to specific instances.

Section 9.02 Loans.  No loans shall be contracted on behalf of the Association, and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 9.03 Checks, Drafts, and Orders for Payment.  Whenever possible, payments will be made via authorized debit card purchases or online banking checks that are initiated and processed by the Treasurer or President. Each month the Treasurer will submit a bank statement along with a reconciled monthly activity report to the President. Absence of the President or Treasurer, other Officers or Directors of the Association may pay for normal and reasonable expenses and seek reimbursement of such expenses from the President or Treasurer.

Section 9.04 Deposits.  All funds of the Association not otherwise employed shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE X.  ASSOCIATION DISSOLUTION

Section 10.01 Dissolution.  In the event of the Association’s dissolution, any remaining monies in the treasury, after Association 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, an endowment fund at a university, or other such organization in keeping with the purposes of this Association).

ARTICLE XI.  AMENDMENTS

Section 11.01 Amendments and Procedure.  These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted upon the affirmative vote of 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 is not in conflict with SHRM’s Bylaws.  Copies of proposed alterations, amendments, repeals, and new Bylaws shall be furnished to each voting member and to SHRM.  The Association’s President shall be responsible for the maintenance of the Bylaws.  The President and Board of Directors shall review these Bylaws and prepare suggested amendments.  The Board of Directors shall solicit, accept, and consider suggestions from the membership for necessary amendments.  A copy of all amended Bylaws shall be forwarded to SHRM before amendment.

ARTICLE XII. WITHDRAWAL OF AFFILIATED ASSOCIATION STATUS

Section 12.01 Withdrawal of Association Status. Affiliated association 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 Association are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status, the Association 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 Association 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 Association status, the SHRM Board of Directors may cause a new Association to be created, or, with the consent of the President/CEO of SHRM and the consent of the body which has had Association status withdrawn, may re-confer Association status upon such body. 

ARTICLE XIII. PARLIAMENTARY PROCEDURE

Section 13.01 Procedures. Meetings of the Association 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 Association. 

Amended June 16, 2016

 

 

 

 

 

 

 

 

 
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