Article I – Name and Affiliation

 

•  The name of the chapter is Lebanon Area Personnel Association, herein referred to as LAPA.   The mailing address of the corporation is P.O. Box 1424 , Lebanon , PA 17042 .

•  The chapter is affiliated with the Society of Human Resources Management, herein referred to as SHRM.

•  The fiscal year of LAPA shall begin on the first day of January.

•  The Chapter was organized as a nonprofit corporation in 1993.

 

 

Article II – Seal

 

•  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Pennsylvania ”.   The corporate seal shall be kept with the office of Secretary.

 

 

Article III - Membership

 

•  Qualifications for Membership

The qualifications for membership in LAPA shall be stated in sections 2 and 3 of this article.   There shall be no discrimination in individual memberships because of race, religion, sex, age, national origin or disability.   Memberships are individual and are not transferable to other individuals.

•  General Members

                                    Membership shall include:

•  Individuals actively engaged in bona fide human resources management/administration, who devote at least 50% of their time to personnel, human resources or industrial relation functions, who are responsible for interpretation or implementation of its personnel, industrial relations, safety or benefits policies.

•  Faculty members in personnel, human resource training field at an accredited college or university who possesses experience at this level of teaching.

•  Full time consultants or others with experience in the field of human resources management and/or employment law issues.

•  Any individual certified by the Human Resource Certification Institute.

General Members of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members.

•  Student Members

Individuals who are actively enrolled in human resources degree programs at the college or university level.   Student members may not vote and may not hold office in the chapter.

•  Application for Membership

A candidate seeking membership shall submit a completed application to the Membership Committee.   The Membership Committee will review the application to determine qualification based on the criteria for membership and then make a recommendation to the Board of Directors.   After acceptance, the Membership Committee, by letter will so notify the new member.   Candidates not meeting the minimum requirements for membership will be so notified, by letter, by the Membership Committee.   The letter shall state the reason(s) for denying membership.

•  Dues

The Board of Directors shall establish annual membership dues for the next year prior to the mailing of renewal notices.

 

 

Article IV – Meetings of Members

 

•  Regular Meetings

The regular meetings of the members shall be held on the fourth Thursday of the month, September through June, at various restaurants or places whether within or outside of the Commonwealth of PA, or as otherwise determined by the Board of Directors.

•  Annual Meetings

The annual meeting of the members for electing directors, officers and conducting other appropriate business shall be held on the fourth Thursday of June or at such other time determined by the Board of Directors.   If the annual meeting shall not be called and held within six months after the designated time, any member may call such meeting.

•  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 meeting.   Business transacted at all special meetings shall be confined to the nature of the notice.

•  Notice of Meetings

Written notice of every meeting of the members, stating the time, place and object thereof, shall be given by, or at the direction of, the Secretary to each member of record entitled to vote at the meeting, at least five (5) days prior to the day named for the meeting, unless a greater period of notice is required by statute in a particular case.   In the case of a special meeting, the notice shall specify the general nature of the business to be transacted.

•  Business Transactions

All business transactions may be accomplished by majority vote of members present.

•  Voting

Voting may be by ballot, voice or any reasonable means.

 

 

Article V – Board of Directors

 

•  Election of Officers

The President appoints members to a nominating committee to select officer candidates.   Candidates are presented at the May meeting and elected at the Annual meeting.   The members at the annual meeting of the membership shall elect officers from the proposed slate of the nominating committee.   Nominations may also be taken from the floor.   Each elected Officer shall assume office on July 1 following his/her election and shall hold office for 2 years or until his/her successor is elected and takes office.

•  Directors’ Responsibilities

Its Board of Directors shall manage the business and affairs of this corporation.   Seven (7) in number , who shall be members of the chapter and elected by the members at the annual meeting of members of the corporation.   Each director shall be elected for 2 year term or until his successor shall be elected.   The following shall be members of the Board of Directors and be officers of the chapter: President, Vice-President, Treasurer, Secretary, as well as the previous outgoing Treasurer and Secretary.   The seventh Board member shall be the past President.   In the event outgoing officers are unavailable, or choose not to serve on the Board of Directors, any member of the chapter may be elected to serve as a director.

•  Qualification

All candidates for the Board of Directors must be members of LAPA in good standing at the time of nomination or appointment.

•  Election – Term of Office

Each elected Director shall assume office on July 1 following his/her election and shall hold office for 2 years of until his/her successor is elected and takes office.

•  Vacancies

Any vacancy in the Board or officer position may be filled by a member in good standing, appointed by the President, for the unexpired term with consent by the Board of Directors.  

•  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 Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

•  Personal Liability of Directors & Officers

A Director/Officer shall not be personally liable for monetary damages for any action taken unless (1) the Director/Officer has failed to perform duties of his/her office (2) the Director/Officer is involved in self-dealing, willful misconduct or recklessness.   This provision does not apply to a Director/Officer involved in criminal charges or the liability for the payment of taxes pursuant to Federal, State or Local Law.

•  Removal of Director/Officer from Office

Any Board Member or Officer may be removed, either for or without cause by a majority vote of the board.

 

 

Article VI   - Officers/Duties and Responsibilities

                                   

•  President

The President shall be the chief executive officer and preside at all meeting of the members and of the Board.   He/she shall direct the Chapter and have charge and supervision of the affairs and business of LAPA.   He/she shall maintain liaison and be a current member in good standing with SHRM.   The President’s membership in SHRM will be sponsored by the organization.

•  Vice President

The Vice President shall act in all cases for and as the President in the latter’s absence or incapacity and shall perform such other duties as may be required from time to time.

•  Treasurer

The Treasurer shall be responsible for the financial affairs of LAPA.   These responsibilities shall include financial reports to the Board and arrangements for the annual financial summary of the accounts.   This report shall be filed with the minutes to the Annual Meeting.   The Treasurer’s report will be audited once each year.

•  Secretary

The Secretary shall be responsible for recording the minutes of all meetings of LAPA, for notifying all members of meetings and for membership billing prior to start of the new program year.

 

 

Article VII - Committees

 

•  Committee Organization

Appointments of Chairpersons to committees are 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.

•  Committee Activity

Committees are established to provide the Chapter with special ongoing services such as programs, Membership, etc.

Article VIII - Transaction of Business

 

•  Whenever activities of the corporation involve the charging of fees or prices for its services or products, it shall have the right to receive such income and may make an incidental profit.   All such incidental profits shall be applied to the maintenance and operation of the activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, directors or officers of the corporation.

•  The Board of Directors, by resolution, may authorize the corporation to accept subventions from members or nonmembers on terms and conditions consistent with the provisions of section 5541 of the Nonprofit Corporation Law of 1988, and to issue certificates therefor .

 

 

Article IX – Notices

 

•  Whenever written notice is required to be given to members, it shall be sent to the address appearing on the records of LAPA.   A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statue of these bylaws.

 

 

Article X – Chapter Dissolution

 

•  In the event of the chapter's dissolution, and after all outstanding expenses have been paid, the Board of Directors will have the responsibility of dispensing any remaining monies in the Treasury, to a charitable organization.

 

 

Article XI – Statement of Ethics

 

•  LAPA adopts SHRM’s Code of Ethics 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 Chapter and SHRM.

•  The chapter shall not be represented as advocating or endorsing any issues unless approved by the Board of Directors.

•  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 Chapter without the approval from the Board of Directors.

 

 

Article XII – Amendment of Constitution and Bylaws

 

A copy of all amended Bylaws shall be forwarded to SHRM before amendment.  

 

•  Bylaws may be adopted, amended or repealed by the vote of members entitled to cast at least a majority of the votes which al members present are entitled to cast thereon at any regular or special meeting duly convened after notice to the members of that purpose.

•  Revised Bylaws were approved and adopted by the corporation at a meeting held on June 26, 2003 .