The SHRM Model State Council Bylaws have been prepared to guide your State Council in revising your current bylaws to be up-to-date and in compliance with the requisites of being an affiliated State Council of SHRM. The model has been reviewed and approved by the SHRM General Counsel.
Under the SHRM Affiliate Program for Excellence (SHAPE), state council bylaws should be reviewed annually. Revisions may not be needed every year. However, an annual review will ensure the state council 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 State Council Bylaws and your State Council bylaws. These tips serve as a guideline for what to include in your bylaws.
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.
State Council Bylaws Checklist
As you review the checklist, you will note some items have an asterisk (*). Sections with an asterisk must be included in your State Council bylaws.
Check for the following completed items:
Article 1 - Name
___ *Full legal name must be spelled out
___ Enter State name before words "State Council" (next 2 sentences)
Article 2 - Offices
___ Choices: Keep wording as is or, if desired, replace "at such place" with wording on where principal office will be located
(The term "governing body" is defined in Article 5; it consists of all voting and non-voting members of the State Council)
Article 3 - Purposes
___ Name of state inserted
___ Include words "on a non-profit basis"
Article 4 - Fiscal Year
___ If the fiscal year will not be the calendar year, change wording to reflect what is appropriate. (e.g., July to June)
Article 5 - Governing Body
___ 5.2.A Titles and number (how many) of all voting members
___ 5.2.A Instead of listing each CLA Director, more general wording, such as is in this document, is broad enough to include additions at a later date (if needed)
___ 5.3 *Include language "all members of the State Council, voting and non-voting, must be SHRM members in good standing throughout the duration of participation on the Governing Body."
___ 5.4.A Include month of election of State Director
___ 5.4.A President of each chapter "ex-officio on State Council" (means "by virtue of his/her position in chapter)
___ 5.4.D Mention all positions that will have voting rights
___ 5.4.D Give dates of terms
___ 5.4.D Spell out how many terms each Executive Board member may serve in the same position
___ 5.5 *Include words, "Any member of the Governing Body may be removed for actions contrary to the best interests of the Council or SHRM"
___ 5.5 Include majority needed to remove a State Council member
___ 5.6 How will vacancies on the Council be filled?
___ 5.7 Say how often the Governing Body will meet each year
___ 5.8 Who can call a special meeting? Check state laws!
___ 5.9 Written notice of meeting will be how far in advance? E-mail? Check your state law for non-profits.
___ 5.10 Determine what constitutes a "quorum" on your State Council. A quorum is "the minimum number of State Council members needed at the meeting to transact business." This can include voting members on a conference phone; proxy vote is not allowed in most states Check state laws!
Article 6 - Officers
___ What positions will be considered officers of the Council?
Article 7 - Responsibilities of Particular Governing Body Members
___ Be sure your job descriptions are up to date -check the SHRM Volunteer Leaders Resource Center
___ Be sure to distribute up-to-date job descriptions to Council members
Article 8 - Committees
Article 9 - Electronic Voting
___ Check state law for non-profit associations (very important!)
Article 10 - *Withdrawal of State Council Status Must be included
Article 11 - *Relationships Must be included
Article 12 - *Council Dissolution Must be included
Article 13 - Statement of Ethics
Article 14 - Parliamentary Procedure
Article 15 - *Bylaw Amendments Must be included
Article 16 - Terms Used
Bylaws Revision Approval Process
If you determine that revisions are in order, be sure that your Council 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 may 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 state council 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 Chief U.S. Membership Officer for approval. The Chief U.S. Membership Officer is the SHRM CEO designee for state council bylaws approval.
3. Once approved, the signed original copy of the revised bylaws document will be returned to the State Council Director (by trackable means) by your Regional Administrator (RA).
4. Upon receipt of the signed original, the vote of the Council may be scheduled.
5. After the council ratifies the revised bylaws through its vote, the State Council Director will sign and date the original document containing the signature of the Chief U.S. Membership Officer.
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 state council'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 update/revision process. Your hard work on this will be appreciated by your successors, your State Council members and SHRM for years to come. Thank you for your efforts.