The SHRM Model Chapter Bylaws were prepared to guide your board in developing and/or revising bylaws that are relevant, reflect the chapter's governance, adhere to state statutes and are in compliance with the requirements of being a SHRM affiliated chapter. The model has been reviewed and approved by SHRM and the SHRM General Counsel.
Under the SHRM Affiliate Program for Excellence (SHAPE), chapter bylaws should be reviewed annually. Revisions may not be needed every year. However, an annual review will ensure the chapter is operating inside the approved governance structure and that when practice does not agree with policy, appropriate action will be taken. Well structured bylaws will need changes infrequently.
On this page you will find a bylaws checklist, the purpose of which is to provide suggestions and tips as you work through each article of the SHRM Model Chapter Bylaws and your chapter bylaws. These tips serve as a guideline for what to include in your bylaws. The checklist should be used by all chapters including 100% and Special Interest Chapters.
Following the checklist you will find the bylaws approval process applicable to all bylaws revisions. The revision process is not complete until all steps have been completed.
If at any time during the review, revision or approval process you have questions, please contact a member of your Regional Team.
Chapter Bylaws Checklist
As you review the checklist, you will note some items have an asterisk (*). Sections with an asterisk must be included in your bylaws.
Check for the following completed items:
Article 1 - Name and Affiliation
_____ *1.1 Full legal name of chapter must be spelled out on the first line. Note: Chapter must not be referred to as "SHRM." It can, however, be referred to as "Another Word" SHRM (e.g., Skyvalley SHRM) -- this is an also known as (a.k.a) name.
_____ *1.2 Must be included
_____ *1.3 Must be included
Article 2 - Purpose
_____ If you are a Special Interest Chapter, you might want to add words specific to your special interest area.
Article 3 - Fiscal Year
_____ If your chapter is not on the calendar year, insert the month your fiscal year begins and the month it ends.
Article 4 - Membership
_____ 4.1 *100% chapters must include - see NOTE!
_____ 4.3 Determine basis for membership: individual, corporate
_____ 4.4 - 4.6 Determine kinds of memberships applicable to chapter.
_____ 4.7 How do people apply? Who approves memberships?
_____ 4.8 Who has the right to vote? Who doesn't? Who counts the votes?
_____ 4.9 When are next year's dues decided upon and when are they communicated to the membership?
_____ 4.10 *100% chapters only must include this section.
Article 5 - Member Meetings
_____ 5.1 Insert meeting day (e.g., third Thursday of the month)
_____ 5.2 Insert month of meeting to elect Officers and Directors
_____ 5.3 Who can call a special meeting? Check state laws!
_____ 5.4 How much notice needs to be given for regular meetings and for annual election meetings? Check state laws!
_____ 5.5 What constitutes a quorum in your chapter? How many must be present to have a vote or transact business? Check state laws!
Article 6 - Board of Directors
_____ 6.2 List all officers' specific titles.
_____ 6.3 Instead of listing each CLA Director, suggested wording is broad enough to include additions at a later date, if needed.
_____*6.4 This statement must be included: "Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office."
_____ 6.4 Does your chapter require all board members to be professional members of the chapter and members of SHRM?
_____ 6.5 Terms of officers need to be spelled out.
_____ 6.7 Quorum - What constitutes a quorum for your Board of Directors? A simple majority? One-half? You determine the number of Board members that needs to be present to make decisions and transact business. Check state laws!
_____ 6.8 Who can put an issue on the agenda for discussion?
_____ 6.9 **Important** By what process will an officer or director be removed if needed?
Article 7 - Dutes and Responsibilities
_____ Do you have up-to-date job descriptions? (Check the VLRC!) Have they been distributed to board members or can they be posted on your chapter's website?
_____ Suggested language for each positon: "He/she shall be a current member in good standing of SHRM throughout the duration of his/her term of office."
Article 8 - Committees
_____ 8.1 Who establishes the committees?
_____ 8.3 Whose role is it to appoint people to committees?
_____ 8.4 Name your standing or permanent committees.
Article 9 - Electronic Voting
_____ Check your state laws! (Rules for not-for-profit associations)
Article 10 - Statement of Ethics
_____ Include non-solicitation statement if needed and if applicable.
Article 11 - Parliamentary Procedure
Article 12 - *Amendment of Bylaws Must be included
Article 13 - *Chapter Dissolution Must be included
Article 14 - *Withdrawal of Affiliated Chapter Status Must be included
Article 15 - Terms Used
Bylaws Revision Approval Process
If you determine that revisions are in order, be sure that your board is in agreement with the proposed changes to the bylaws. However, a vote is not taken at this time. All revisions must be approved by SHRM prior to the vote being taken.
Once you have completed the draft of your revised bylaws, it is recommended that the draft be reviewed by a local attorney to ensure adherence to all applicable state statutes.
At any point in this process you may be contacted for clarification or asked to make modifications. As noted below, the process entails several levels of approval. At certain times during the year, there will be delays as a result of heavier than normal volume and/or staff availability. Please allow ample time for the approval process to be completed. The chapter vote should be scheduled after you receive the approved document.
1. Please submit two copies of your proposed bylaws to your Field Services Director (FSD):
a marked-up copy noting all changes
a "clean" copy with all changes made (hereafter referred to as "original")
2. After reviewing, your FSD will forward both copies to the Vice President, Membership for approval. The Vice President, Membership is the SHRM CEO designee for chapter bylaws approvals.
3. Once approved, the signed original copy of the revised bylaws document will be returned to the chapter (by trackable means) by your Regional Administrator (RA).
4. Upon receipt of the signed original, the vote of the chapter may be scheduled.
5. After the membership ratifies the revised bylaws through its vote, the Chapter President will sign and date the original document containing the signature of the Vice President, Membership.
6. Make a copy of the original document containing all signatures and return it to your RA by trackable means. By e-mail advise your RA that the document has been sent and provide the tracking number. This copy will be stored in your chapter's permanent file at SHRM headquarters. The bylaws revision process is not considered complete until the copy of the signed original has been received at SHRM headquarters.
7. File your signed original in a secure, permanent location with other legal and financial documents.
Congratulations!! You have successfully completed the bylaws revision process. Your hard work on this will be appreciated by your successors, your chapter members and SHRM for years to come. Thank you for your efforts.