Diversity Hiring Coalition of Maine
NAME AND AFFILIATION
Section 1.1: Name. The name of the Affiliate is the DIVERSITY HIRING COALITION OF MAINE (herein referred to as the “DHC”).
Section 1.2: Affiliation. The DHC is affiliated with the SHRM Maine State Council (“the State Council”).
Section 1.3 Relationships. The Affiliate is a separate unincorporated legal entity from State Council and the Society for Human Resources Management (“SHRM”). It shall not be deemed to be an agency or instrumentality of the State Council or SHRM; and neither the State Council nor SHRM shall be deemed to be an agency or instrumentality of the Affiliate. The Affiliate shall not hold itself out to the public as an agent of the State Council or SHRM without express written consent of the State Council or SHRM respectively. The Affiliate shall not contract in the name of the State Council or SHRM without the express written consent of the State Council or SHRM respectively.
Section 2.1: Affiliate Purposes: The purposes of this Affiliate, a non-profit organization, are:
a. to provide leadership and resources that help Maine employers increase, support and retain racial and ethnic diversity in the workplace;
b. to provide a forum for the personal and professional development of our member organizations and their representatives;
c. to provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;
d. to provide an arena for the development of trust relationships where common problems can be discussed and delibered;
e. to provide an opportunity to focus on current diversity management issues of importance to our member organizations and their representatives;
f. to provide a focus for legislative attention to state and national diversity management issues;
g. to provide valuable information gathering and dissemination channels;
h. to provide a pool of diversity management leaders for perpetuation of the Affiliate and of SHRM;
i. to serve as an important vehicle for introduction human resource management professionals to teh State Council and SHRM;
j. to serve as a part of the two-way channel of communications between the State Council and the representative of the DHC member organizations.
Section 2.2: Support: The Affiliate supports the purposes of SHRM, which are to promote the use of sound and ethical human resource management practices in the profession and:
a. to be a recognized world leader in human resource management;
b. to provide high-quality, dynamic and responsive programs and service to
our customers with interests in human resource management and particularly in the area of diversity;
c. to be the voice of the profession on human resource management issues;
d. to facilitate the development and guide the direction of the human
resource profession; and
e. to establish, monitor and update standards for the profession.
The fiscal year of the Affiliate shall be the calendar year.
Section 4.1: Qualifications for Membership. The qualifications for membership in the Affiliate shall be as stated in Sections 4.3 and 4.4 of this Article. To achieve the mission of the Affiliate there shall be no
discrimination in individual memberships because of race, religion, sex, sexual orientation, national origin or citizenship status, disability, veteran’s status, or any other legally protected class.
Section 4.2: Non-Transferability of Membership. Membership in the Affiliate is neither
transferable nor assignable.
Section 4.3: Individual Membership. Membership in the Affiliate is held in the organization/employer’s name with designated individuals representing the employer.
Section 4. 4: Application for Membership. Application for membership shall be on the
Affiliate application form. All applications shall be reviewed by the Board of Directors (BOD) and approved by the BOD designee. New members/partners shall be afforded full membership rights from the date of application approval by the BOD or their designee.
Section 4.5: Voting. Each organization/employer’s designated DHC representative shall have the right to cast one vote on each matter brought before the vote of the DHC. Votes will be tallied by the Secretary or designee.
Section 4.6: Dues. Annual membership dues shall be established for the next year by the
BOD prior to mailing of renewal notices.
Section 4.7: Maine State Council Representative: The Maine State Council Diversity Core Leadership Area Director(s) shall be the designated State Council representative to the DHC without vote, by may serve on DHC committees.
Section 5.1: Regular Meetings. Regular meetings of the partners shall be held on a bi-monthly basis or as otherwise determined by BOD.
Section 5.2: Annual Retreat – October. The annual retreat meeting of the representatives of the member organizations for electing Officers and conduction of other appropriate business shall be held in October or at the last scheduled meeting of each calendar year or at such other time as determined by the BOD.
Section 5.3: Special Meetings. Special meetings of representatives of member organizations shall be held on call of the Chair/Co-Chairs, the BOD or by representatives having one-fifth of the votes entitled to be cast at such meeting.
Section 5. 4: Notice of Meetings. Notice of all special and annual meetings shall be given
to all representatives at least 10 days prior to the meetings. Notice of regular meetings shall be
given to all representatives at least seven days prior to the meeting.
Section 5.5: Quorum. Representatives holding one-fifth of the votes entitled to be cast
represented in person or by conference call, shall constitute a quorum. The vote of the
majority of the representatives present at any meeting at which there is a quorum, either in
person or by conference call, shall be necessary for the adoption of any matter voted on
by the representative.
BOARD OF DIRECTORS
Section 6.1: Power and Duties. The BOD shall manage and control the property, business and affairs of the Affiliate and in general exercise all powers of the Affiliate.
Section 6. 2: Officers. The following shall be members of the BOD and
shall be Officers of the Affiliate: Chair/Co-Chairs, Treasurer, Secretary, and Coalition Communications.
Section 6.3: Qualifications. All candidates for the BOD must be DHC members in good standing at the time of nomination or appointment and for their complete term of service.
Section 6.4: Election – Term of Office. Officers shall be elected by the
representatives at the annual meeting of the membership from the proposed slate of the
nominating committee appointed by the BOD at the beginning of each
election year. Each elected Officer shall assume office on January 1st following election and shall hold office for one year or until a successor is elected and takes office. Officers may not be selected to serve more than two (2) consecutive terms in the same position without a special separate vote of the eligible voting member organization representatives of the Affiliate.
Section 6.5: Vacancies. Any vacancy in the Officersmay be filled for the unexpired term
by appointment of the Chair/Co-Chairs with the consent of the BOD.
Section 6.6: Quorum. A simple majority of the BOD shall transact all business of the Affiliate except as prescribed otherwise in these Bylaws or other governing instruments of the Affiliate. A representative in good standing may request the Chair/Co-Chairs to place on the agenda of the next regular Board of Directors meeting any action for consideration by the Board of Directors.
Section 6.7: Board of Directors Member Responsibilities. The BOD shall transact
all business of the Affiliate except as prescribed otherwise in these Bylaws or other
governing instruments of the Affiliate. A representative in good standing may request the
Chair/Co-Chairs to place on the agenda of the next regular Board of Directors meeting any
action for consideration by the BOD.
Section 6.8: Removal of Officer and Board of Director Member. Any Officer or BOD Member may be removed from office, with cause, upon an affirmative vote of two-thirds of the entire BOD at a duly constituted BOD meeting. The Officer or BOD member shall be entitled to a due process hearing prior to any termination action being imposed.
DUTIES AND RESPONSIBILITES
The responsibilities of each member of the BOD shall be as outlined in the position descriptions maintained by the Secretary and distributed to the members. The position descriptions are subject to change as deemed necessary by the Chair/Co-Chair and/or the BOD.
Section 7.1: The Chair/Co-Chairs. The Chair/Co-Chairs shall preside at the meetings of the members organization representatives and of the BOD. The Chair/Co-Chairs shall direct the Affiliate and have charge and supervision of the affairs and business of the Affiliate, subject to the ultimate management authority of the BOD. The Chair/Co-Chairs shall maintain liaison with SHRM throughout the duration of office. The Chair/Co-Chairs or their representative shall maintain liaison and be a current member of SHRM throughout the duration of office. The Chair/Co-Chairs or their representative shall be designated members of the Maine State Council as representatives of DHC.
Section 7.2: The Treasurer. The Treasurer shall be responsible for the financial affairs of the Affiliate, including all required filings. These responsibilities shall include financial reports of the BOD and coordinating arrangements for the annual examination audit of the accounts as may be required by the BOD. The Treasurer shall be repsonsible for membership billing. The Treasurer shall also perform such other duties as the Chair/Co-Chairs may determine.
Section 7.3: The Secretary. The Secretary shall be responsible for recording the minutes of all meetings of the Affiliate or otherwise ensuring that meetings are recorded, shall be responsible for making all representatives of member organizations aware of such meetings, and shall be responsible for coordinating the internal and external media activities related to the Affiliate.
Section 7.4: Coalition Communications. Coalition Communications shall be responsible for maintaining the Affiliate website and external media activities related to the Affiliate.
Section 8.1: Committee. The establishment of both standing and ad-hoc committees
shall be the right of the BOD.
Section 8.2: Committee Organization. Committees in addition to the Nominating
Committee are established by resolution of the BOD.
Section 8.3: Committee Chairpersons. Appointment of Committee Chairs is the responsibility of the Affiliate Chair/Co-Chairs with the concurrence of the BOD and member organization representatives. The Committee Chairs will seek interested representatives to participate in committee activities. Special Committees or task forces may be organized by the Affiliate Chair/Co-Chairs to meet particular Affiliate needs. Committee Chairs shall have such powers and perform such liaison duties as the BOD or the Affiliate Chair/Co-Chairs may determine. The responsibility includes awareness sessions and initiatives in the particlar commmittee as determined by the Affiliate Chair/Co-Chairs and the BOD. They shall have the authority to appoint sub-committees to plan and implement the activities associated with the committee for the year.
Section 8.4: Committee Activity. Committees are established to provide the Affiliate with special ongoing services, such as Membership, Professional Development, Candidate Outreach, Marketing/Public Relations, etc.
Mail or electronic ballots can be used for the election of Officers provided the Affiliate has had at least one in-person meeting that year.
STATEMENT OF ETHICS
The Affiliate adopts SHRM’s Code of Ethical and Professional Standards in Human
Resource Management for partners of the Affiliate in order to promote and maintain
the highest standards among our partners. Each member shall honor, respect and
support the purposes of this Affiliate and of SHRM.
The Affiliate shall not be represented as advocating or endorsing any issue unless
approved by the BOD. No member shall actively solicit business from any
other member at Affiliate meetings without the approval from the BOD.
PROCEDURE FOR CONDUCTING MEETINGS
Meetings of the Affiliate shall use a concensus decision-making approach.
AMENDMENT OF BYLAWS
The Bylaws may be amended by a majority vote of the member organizations 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 State Council as being in furtherance of the purposes of the State Council and not in conflict with State Council bylaws. Any motion to amend the bylaws shall clearly state that it is not effective unless and until approved by the State Council.
In the event of the Affiliate’s dissolution, the remaining monies in the Treasury, after
Affiliate expenses have been paid, will be contributed to an organization decided upon by
the BOD at the time of dissolution ( e.g the SHRM Foundation, a local
student Affiliate, the State Council, an HR degree program, or other such organization or
charity with purposes consistent with those of the Affiliate).
WITHDRAWAL OF AFFILIATE CHAPTER STATUS
Affiliated status may be withdrawn by majority vote of the then entire number of directors of the State Council upon finding that the activities of the Affiliate are inconsistent with or contrary to the best interests of the State Council. Prior to withdrawal of such status, the Affiliate shall have an opportunity to provide the State Council Board of Directors with a written response to such a proposal within a thirty (30) day period. In addition, when the Affiliate fails to maintain the required affiliation standards as set forth by the State Council, it is subject to immediate disaffiliation by the State Council. After withdrawal of Affiliate status, the Affiliate may re-confer Affiliate status upon Affiliate.
As used in the 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.
The DHC is governed by relevant federal and State of Maine laws and regulations. Should any Article or portion there under be in conflict with relevant laws and regulations, such relevant laws and/or regulations will be superior to that Article or portion there under without voiding the remainder of these Bylaws.
Approved by: Amie Parker, SPHR, Co-Chair, DHC
Mary Beth Turcotte, PHR, Co-Chair, DHC
Date: February 15, 2012