ARTICLE I: NAME
The name of this association shall be the Western Washington State Chapter of the International Public Management Association for Human Resources.
ARTICLE II: JURISDICTIONAL AREA
The area served by the Chapter shall be the Western portion of the State of Washington described as that portion of Washington State west of the Cascade mountain divide.
ARTICLE III: PURPOSE
To receive and administer funds exclusively for educational and charitable purposes, as defined in Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended, and to that end to take and hold by bequest, devise, gift, grant, purchase, lease of otherwise, either absolutely or jointly with any other person, persons, or corporation, any property, real personal, tangible, or intangible, or any undivided interest therein without limitation as to amount or value; to sell, convey, or otherwise dispose of any such property and to invest, re-invest or deal with the principal or the income thereof in such manner as, in the judgment of the Board of Directors, will best promote the educational and charitable purposes of the Association and Chapter without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, these Bylaws, or any laws applicable thereto.
- Without limiting the generality of the foregoing, the principal purposes of the Chapter shall be:
- To advance the objectives of the International Public Management Association for Human Resources by aiding in planning the Association’s programs and in strengthening it resources.
- To provide a professional forum for members to discuss their current problems and to provide a medium for mutual self-improvement.
- To facilitate inter-agency cooperation, particularly on technical and operating programs.
- To provide a cooperative approach to public relations problems in the field of Human Resources management.
- To encourage programs to promote equal employment opportunity for all individuals.
- To provide resources to institutions of higher learning for the purpose of training for Human Resources management.
- To promote and sponsor continuing education opportunities in Public administration through Chapter-sponsored programs and activities.
- To recognize formally outstanding contributions to Human Resources management.
Notwithstanding any of the foregoing:
- The purposes for which the Western Washington State Chapter is organized and operated shall be confined to those which are exclusively educational, scientific, and charitable, as defined in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.
- No part of the net earnings of the Chapter shall benefit any member, officer, employee, or member of the Board of Directors of the Chapter, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Chapter affecting one or more of its educational or charitable purposes); no substantial part of the activities of the Chapter shall be used for the carrying on of propaganda, or otherwise attempting to influence legislation; and the Chapter shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
- Upon dissolution of the Chapter or winding up of its affairs, the assets of the Chapter shall be distributed exclusively to religious, charitable, scientific, testing for public safety, literary, or educational organizations which would then qualify for exemption from federal income tax under the provisions of Section 501 (c)(3) of the Internal Revenue Code of 1954 and regulations published hereunder as they now exist or as they may hereafter be amended; and no member, officer, or any private individual, shall be entitled to share in the distribution of any its assets upon dissolution of the Chapter.
- The International Public Management Association for Human Resources shall not be responsible for any liability that the Chapter may incur.
ARTICLE IV: MEMBERSHIP
Categories of Membership:
- REGULAR MEMBERSHIP shall be composed of persons who are members of the International Public Management Association for Human Resources who are interested in improved Human Resources management and whose practical experience has enabled them to cooperate in the advancement of professionalism and knowledge in Human Resources.
- CHAPTER MEMBERSHIP shall consist of persons who are not members of the International Public Management Association but otherwise possess the characteristics descriptive of Regular Members.
- STUDENT MEMBERSHIP shall consist of students in colleges and universities whose studies include Human Resources administration and who are accepted for Student Membership by majority vote of the Board of Directors.
- HONORARY LIFE MEMBERSHIP. Upon unanimous vote of the Board of Directors, persons acknowledged for their contributions to Human Resources Management may be elected to Honorary Life Membership. An Honorary Life Member shall have all the rights and privileges of Active Chapter Members, including the right to hold Chapter Office and to vote, but shall be exempt from Chapter membership dues.
- Status of Membership: There shall be two (2) statuses of membership within each category.
- ACTIVE MEMBERS shall be those persons who have paid dues as specified in Article IX, or, in the case of inactive members, upon payment of the annual assessment.
- INACTIVE MEMBERS shall be those persons who are more than thirty (30) days delinquent in payment of dues, and who have not resigned their membership by written communication to the Secretary. Persons who are more than three (3) months delinquent in payment of dues shall be considered to have resigned their membership.
- Application for Membership: All new applicants for chapter membership shall complete and sign the form of application provided by the Chapter and submit the application to the Chapter Secretary.
- Expulsion: The Board of Directors at any meeting by a two-thirds vote of those present may terminate membership of any member for just cause.
ARTICLE V: GOVERNING BODY
- The Governing Body shall consist of a Board of Directors of nine (9) members consisting of four (4) officers: President, President Elect, Secretary and Treasurer; four (2) Directors to be elected by the active membership; and the immediate Past President.
- The term of office shall be two years for the Officers and Directors. The- President Elect shall automatically succeed to the office of President, after having served a two year term as President-Elect. The President shall automatically succeed to the office of Immediate Past President after having completed their term as President. Incumbents shall continue to hold office until their successors have been elected and qualified.
ARTICLE VI: DUTIES AND RESPONSIBILITIES OF THE GOVERNING BODY
- Board of Directors. The Board of Directors shall exercise the following duties and responsibilities:
- Review and act upon applications for membership.
- Determine the nature, time, and place of regular and special meetings, and direct the Secretary to make notice to the membership of all meetings.
- Meet in “Executive Session” with the newly elected Board of Directors during the first month of the new activities year.
- Prescribe the form by which records of receipts and disbursements shall be kept.
- Review and approve expenditures of Chapter funds.
- Provide for audit of the financial records and reports of the Treasurer.
- Award Chapter Honorary Life Memberships.
- By majority vote, fill any vacancy occurring within the Governing Body, except that should the position of President become vacant, the President-Elect shall assume the duties of President and should the immediate Past President resign from the Board, the position shall not be filled and the Board shall consist of eight (8) members for the remainder of the term of office.
- Appoint the Nominating Committee.
Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business.
B. President. The President shall:
- Present at all regular and special meetings of the Chapter and meetings of the Board of Directors.
- Appoint all committees except the Nominating Committee.
- Schedule meetings of the Board of Directors.
- Represent the Chapter and profession among the Chapter members, the Regional and National International Public Management Association for Human Resources and other professional organizations.
- For the purposes of Board Member elections, be non-voting members who shall break any ties that occur in the balloting.
C. President-Elect. The President Elect shall:
- Perform the duties and responsibilities of the President in the absence or incapacity of the latter, including the filling of a vacancy in that office.
- Serve as Chairperson of the Program Committee.
D. Secretary. The Secretary shall:
- Notify the membership of all meetings scheduled by the Board of Directors.
- Maintain records of attendance at each meeting.
- Record the proceedings of Chapter meetings, as appropriate, and Board Meetings.
- Report Chapter activities to the headquarters office of the International Public Management Association for Human Resources.
E. Treasurer. The Treasurer shall:
- Receive all monies paid to the Chapter and issue receipts therefore.
- Make disbursements of money for purposes approved by the Board of Directors.
- Maintain records of all receipts and disbursements in the form prescribed by the Board of Directors.
- Prepare a quarterly statement of receipts and disbursements for submission to the Board of Directors, and an annual statement to be submitted at the “Executive Session”.
- Maintain a roster of the membership including class and status of membership and provide a copy to the Board annually.
ARTICLE VII: MEETINGS
- Activities Year. The activities year shall be January 1 through December 31.
- Regular Meetings. There shall be at least four (4) regular meetings during the activities year.
- Special Meetings. Upon written request of any five (5) members, the Board of Directors shall call a special meeting of the Chapter to consider only those matters specifically set forth in the written request.
On its own motion, by majority vote, the Board of Directors may call a special meeting to consider matters which occasion action of the Board.
- Quorum. Ten active chapter members shall constitute a quorum for the transaction of business.
ARTICLE VIII: ELECTIONS AND VOTING
- Time of Elections. The Governing Body shall be elected by ballot prior to the last meeting of the activities year.
- Eligibility to Vote. Eligibility to nominate and vote shall be open to all active members of the Chapter.
- Eligibility for Office. Eligibility for holding office shall be restricted to Active Regular members as described in ARTICLE IV above, who are employed, or have been employed within the last five years, in a professional Human Resources capacity.
- Method of Nomination and Election.
- A Nominating Committee of at least three (3) members shall be appointed by the Board of Directors at least two (2) months preceding the end of the activities year.
- The Nominating Committee shall present at least one nominee for each elective office on the Governing Body expiring December 31st at the meeting preceding the last meeting of the activities year. Nominations may be made from the floor.
- The Nominating Committee shall ensure that the group nominated to be representative of a cross-section of Chapter members from various organizations and jurisdictions.
- Election of officers shall be by mail or e-mail ballot to all active members. A majority vote of the ballots returned shall elect to office. No record shall be kept or action taken that would compromise secret balloting.
- Conduct of Other Official Business. Matters raised for consideration at any regular or special meetings shall be decided by majority vote of the active members present and voting. The Board of Directors may provide for a vote of the Chapter by ballot to each member in connection with any matter on which action by members in advance of a regular meeting is necessary.
ARTICLE IX: DUES
- The amount of annual dues shall be established by the Board of Directors and shall be payable to the Treasurer on the date of the first meeting of the activities year, or upon approval of application for membership.
- Dues paid by new members during the last quarter of the activities year shall apply to the dues owed for the following activities year.
ARTICLE X: AMENDMENTS
- Proposed amendments of these Bylaws shall be made in writing by the Board of Directors or by not less than five (5) Active Members. Amendments proposed by members shall be presented to the Board of Directors.
- All proposed amendments shall be forwarded to the National Executive Council for review at least thirty (30) days prior to vote by the membership.
- An amendment shall require a two-thirds affirmative vote of Active Members present and voting, provided a quorum is present.
- An amendment shall become effective immediately upon adoption.