Bylaws

Diversity Hiring Coalition of Maine Bylaws

Contents

ARTICLE 1: NAME AND AFFILIATION

ARTICLE 2: PURPOSE

ARTICLE 3: FISCAL YEAR

ARTICLE 4: MEMBERSHIP

ARTICLE 5: MEMBER MEETINGS

ARTICLE 6: BOARD OF DIRECTORS

ARTICLE 7: DUTIES AND RESPONSIBILITES

ARTICLE 8: COMMITTEES

ARTICLE 9: ELECTRONIC VOTING

ARTICLE 10: STATEMENT OF ETHICS

ARTICLE 11: PROCEDURE FOR CONDUCTING MEETINGS

ARTICLE 12: AMENDMENT OF BYLAWS

ARTICLE 13: AFFILIATE DISSOLUTION

ARTICLE 14: WITHDRAWAL OF AFFILIATE CHAPTER STATUS

ARTICLE I5: TERMS USED

ARTICLE I6: LEGAL CONFLICT

ARTICLE 17: INDEMNIFICATION

ARTICLE 18: CONFLICTS OF INTEREST

ARTICLE 19: FINANCIAL CONTROLS

ARTICLE 20: RECORD RETENTION

 

ARTICLE 1: 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. 

ARTICLE 2: PURPOSE

Section 2.1: Affiliate Purposes: The purposes of this Affiliate, a non-profit organization, are:

1. to provide leadership and resources that help Maine employers increase, support, retain, and advance diversity, equity, inclusion, and belonging across Maine’s workforce;
2. to provide a forum for the personal and professional development of our member organizations and their representatives;
3. to provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;
4. to provide an arena for the development of trust relationships where common problems can be discussed and deliberated;
5. to provide an opportunity to focus on current diversity, equity, inclusion and belonging issues of importance to our member organizations and their representatives;
6. to provide a focus for legislative attention to state and national diversity, equity and inclusion issues;
7. to provide valuable information gathering and dissemination channels;
8. to provide a pool of diversity, equity and inclusion leaders for perpetuation of the Affiliate and of SHRM;
9. to serve as an important vehicle for introduction human resource management professionals to the State Council and SHRM;
10. to serve as a part of the two-way channel of communications between the State Council and the representative of the DHC member organizations.
11. No part of the net earnings of the Affiliate shall inure to the benefit of any individual member, officer, or director.

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:

1. to be a recognized world leader in human resource management;
2. 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, equity, inclusion and belonging;
3. to be the voice of the profession on human resource management issues;
4. to facilitate the development and guide the direction of the human resource profession; and
5. to establish, monitor and update standards for the profession.

ARTICLE 3: FISCAL YEAR

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

ARTICLE 4: MEMBERSHIP

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 further the mission of the Affiliate, membership shall be open to all individuals, and the Affiliate shall not discriminate in membership on the basis of race, color, religion, creed, sex, gender identity or expression, sexual orientation, national origin, citizenship or immigration status, age, disability, veteran or military status, or any other characteristic protected by applicable law.

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. 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 BOD.  This is separate from elections of members to the DHC Board which are executed by the entirety of the Membership.  The Affiliate may seek consensus in discussions; however, when formal decisions are required, matters shall be determined by vote as specified in these Bylaws.

Section 4.6: Dues. Annual membership dues shall be established for each member based on original membership initiation date.

Section 4.7: Maine State Council Representative:  One Diversity Hiring Coalition Co-Chair shall be the designated State Council representative.

Section 4.8: Membership Termination: Membership may be suspended or terminated for nonpayment of dues, violation of the Affiliate’s Code of Ethics, or conduct inconsistent with the purposes of the Affiliate, upon a majority vote of the Board of Directors.

ARTICLE 5: MEMBER MEETINGS

Section 5.1: Regular Meetings. Regular meetings of the members shall be held on a bi-monthly basis or as otherwise determined by BOD.

Section 5.2: Annual Meeting – October. The annual 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 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 presents 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.  The Board of Directors shall meet at least quarterly, or more frequently as necessary to conduct the business of the Affiliate. Meetings of the Board of Directors or membership may be conducted by electronic or virtual means, provided all participants can hear and participate in the discussion simultaneously.

ARTICLE 6: 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:
Co-Chairs, Treasurer, Membership Co-Directors, Communications Director, Co-Chair Elect, Administrative Director, Past Co-Chair, Program Director, Emerging Leader, Member At Large.

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. Each elected Officer shall assume office on January 1st following election and shall hold office for two 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 Officers may be filled for the unexpired term by appointment of the Co-Chairs with the consent of the BOD. At the discretion of the BOD, any officer position of the Board may remain vacant until the next Annual Meeting, at which time the vacancy may be filled in accordance with these Bylaws, except for the position of Co-Chair. In the case of a Co-Chair vacancy, the Co-Chair Elect will be appointed as Co-Chair. Officer positions, other than the Co-Chairs, may be left vacant 

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 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 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/Resignation 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. Any Officer or Board Member may resign at any time by providing written notice to the Co-Chairs or the Board of Directors. Such resignation shall take effect at the time specified in the notice or, if no time is specified, upon receipt.

ARTICLE 7: DUTIES AND RESPONSIBILITES

The responsibilities of each member of the BOD shall be as outlined in the position descriptions maintained by the Co-Chairs and distributed to the members. The position descriptions are subject to change as deemed necessary by the Co-Chairs and/or the BOD.

Section 7.1: The Chair/Co-Chairs. The Co-Chairs shall preside at the meetings of the members organization representatives and of the BOD.  The 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 Co-Chairs shall maintain liaison with SHRM throughout the duration of office.  The Co-Chairs or their representative shall maintain liaison and be a current member of SHRM throughout the duration of office.  One Co-Chair 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 responsible for membership billing.  The Treasurer shall also perform such other duties as the Co-Chairs may determine. 

Section 7.3: The Administrative Director. The Administrative Director 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.  The Communications Director shall be responsible for maintaining the Affiliate website and external media activities related to the Affiliate.

Section 7.5: Membership Director. The Affiliate may have up to two people in the Membership Director role at any given time. The Membership Directors jointly lead efforts to recruit, engage, and retain affiliate members. Together, they ensure membership growth, promote benefits, and support professional development opportunities for HR professionals and businesses.

Section 7.6: Program/Education Director. The Program/Education Director develops and delivers educational programming that supports the Coalition’s mission. This role ensures members, and the HR community have access to relevant, high-quality learning opportunities, including workshops, events, and conferences. The Program/Education Director works closely with other board members to align programming with strategic priorities and member needs.

Section 7.7: Emerging Leader. The Emerging Leader role is designed for an early- to mid-career HR professional or community leader who seeks to develop board governance and leadership experience. The Emerging Leader contributes to board discussions, assists with special projects, and brings fresh perspectives to support the Coalition’s mission. This role provides mentorship and exposure to affiliate leadership in preparation for future officer or director positions. 

Section 7.8: Affiliate Co-Chair Elect. The Co-Chair Elect supports the Co-Chairs in leading the affiliate and prepares to assume the Co-Chair role in the future. This role ensures leadership continuity and provides backup when Co-Chairs are unavailable.

Section 7.9: Affiliate Past Co-Chair. The Past Co-Chair advises affiliate leaders, providing institutional knowledge and guidance to support smooth operations and continuity. 

Section 7.10: Member-At-Large. The Member-at-Large serves as a flexible, generalist member of the board of directors. This role supports board initiatives, provides input on affiliate strategy, and assists with projects, events, and committee work as assigned. The Member-at-Large ensures that the perspectives of the general membership are represented in board discussions and decision making.

ARTICLE 8: COMMITTEES

Section 8.1: Committee. The establishment of both standing and ad-hoc committees
shall be the right of the BOD.  The Board of Directors may appoint a Nominating Committee to solicit and review candidates for Officer positions prior to the annual election.

Section 8.2: Committee Organization. Committees are established by resolution of the BOD.

Section 8.3: Committee Chairpersons. Appointment of Committee Chairs is the responsibility of the Affiliate 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 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 particular committee as determined by the Affiliate 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.

ARTICLE 9: ELECTRONIC VOTING

Mail, in person or electronic ballots can be used for all matters requiring a vote, including the election of Officers, provided the Affiliate has had at least one in-person meeting that year.

ARTICLE 10: 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.

ARTICLE 11: PROCEDURE FOR CONDUCTING MEETINGS

Meetings of the Affiliate shall use a consensus decision-making approach.

ARTICLE 12: 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.

ARTICLE 13: AFFILIATE DISSOLUTION

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).

ARTICLE 14: 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.

ARTICLE I5: TERMS USED

As used in the Bylaws, feminine or neutral 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.

ARTICLE I6: LEGAL CONFLICT

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.

ARTICLE 17: INDEMNIFICATION 

To the fullest extent permitted by Maine law, the Affiliate shall indemnify and hold harmless any officer, director, or authorized representative of the Affiliate against expenses, judgments, fines, and settlements reasonably incurred in connection with any proceeding arising out of their service to the Affiliate, provided such individual acted in good faith and in a manner reasonably believed to be in the best interests of the Affiliate.

ARTICLE 18: CONFLICTS OF INTEREST

Members of the Board of Directors shall disclose any actual or potential conflicts of interest and shall recuse themselves from discussions or decisions where a conflict exists. The Board may adopt a Conflict-of-Interest Policy to further define procedures for disclosure and management.

ARTICLE 19: FINANCIAL CONTROLS

The Board of Directors shall establish financial management procedures including approval of expenditures, authorized signatories, and periodic financial reporting to the membership.

ARTICLE 20: RECORD RETENTION

The Affiliate shall maintain accurate records of meetings, financial transactions, and governance decisions in accordance with applicable laws and best practices.

Approved by: Jennifer Ogden, SPHR, Co-Chair, DHC and Kelly Buchanan, PHR, Co-Chair, DHC
Date: March 2026