Bylaws of the Society of Healthcare Human Resources Professionals of Pennsylvania

Article I: Name
This society shall be known as the Society of Healthcare Human Resources Professionals of Pennsylvania, hereafter called “Society.”

Article II: Mission
The Society’s mission is to act as a coordinated service network for local chapters, regional healthcare human resources societies, and individual members to join together to accomplish mutually beneficial tasks by:
Taking a leadership role in member development
Influencing state health care human resources issues
Providing value-added products and services and communicating information on state human resources issues

Article III: Membership
Membership in the Society shall consist of two categories: Professional Membership and Corporate Affiliate Membership.

I. Professional Membership Eligibility
Membership shall be available to those individuals who:
A. Have responsibility for human resources in a healthcare organization, or
B. Are employed in a healthcare organization in a capacity not directly related to human resources but possess a bona fide responsibility for such work and interest in the objectives of the Society, or
C. Are full-time consultants who provide human resources services to healthcare organizations.

II. Corporate Affiliate Membership Eligibility
Membership shall be available to individuals who:
A. Are employed by an organization that is engaged to provide products and/or services related to the healthcare industry

Special Membership Status
Emeritus Members are retirees who have 10 or more years of society membership, are no longer employed in a full time healthcare human resources position and are over the age of 55. Emeritus members must indicate continued interest in membership annually.
Unemployed Members are Society members in good standing who lost their jobs and are seeking an alternate healthcare human resources position. These individuals may maintain Society membership for 12 months following their loss of position.

III. Application
Application for membership shall be made to the Society in writing. Acceptance of membership is subject to approval by the Board of Directors.

IV. Services and Privileges of Membership
A. Professional Members. Professional members are eligible to vote, serve on the Board of Directors, and serve as an officer and chair standing committees.
B. Corporate Affiliate Members. Corporate Affiliate Members are not eligible to vote. They may not serve on the Board of Directors, chair a standing committee or serve as an officer in the Society. One representative from the member organization will be listed as the primary contact in the Society’s directory and for mailings; however, any employee of a member organization may attend SHHRPP events at the member rate. Corporate Affiliates get the “first-right of refusal” for sponsored events and publications and receive a 5% discount.
C.  Emeritus and Unemployed Members. Emeritus and unemployed members are not eligible to vote, serve on the Board of Directors, or serve as an officer.

V. Transfer of Membership
Should a Society member in good standing leave a position in a hospital or related healthcare organization, that individual’s membership may be transferable to an eligible replacement for the remainder of the paid dues period if the organization has paid the dues and specifically requests such a transfer. Such transfers are subject to the approval of the Board of Directors.

VI. Loss of Eligibility
Membership of any person who is no longer eligible for membership in the Society shall be terminated: 1) 180 days following the loss of eligibility, or 2) at the end of the individual’s membership renewal period, whichever date is later.

Article IV: Dues
Annual membership dues shall be set by the Society’s Board of Directors. Corporate Affiliate membership will be 150% of the Professional Member rate. Emeritus members will not be required to pay annual dues. Unemployed members will not be required to pay dues if they wish to maintain membership for a 12 month period following their loss of employment provided that they request continued membership and that request is approved by the Board of Directors.

Article V: Meetings

I. Regular Meetings
There shall be regular business meetings of the Society as determined by the Board of Directors. The time and place of such meetings shall be designated by the Board of Directors.

II. Special Meetings
Special meetings of the Society may be called by the President or in the absence of the President, the Vice President, or upon written request of not fewer than one-sixth of the members. Such requests shall be directed to the Communications Officer, who shall give notice to the membership not less than seven calendar days before the date established for such special meeting. The notice shall indicate the purpose of the meeting, and no business other than so stated shall be transacted at such special meeting.

III. Voting Rights and Privileges
Each Professional Member shall be entitled to one vote on any issue which requires the vote of the entire membership or, if in the case of a special meeting, the motions related to the topic of the special meeting. All votes at special meetings shall be cast in person. The acts at a duly organized special meeting of a majority of those present and/or qualified to vote or if ballot is by mail, the acts of those casting a majority of votes cast shall be the acts of its members.

Article VI: Officers

I. Eligibility for Office
To be eligible for nomination and appointment to hold office, a member must be a Professional Member and have completed 12 months of active membership in the Society immediately preceding nomination.

II. Officers
There shall be the following officers of the Society: a President, an immediate Past President, a Vice President, a Communications Officer, and a Treasurer, in addition, up to three Members At Large may be nominated to serve on the board during any one year term.

III. Officers Elected by the Membership
The President, Vice President, Communications Officer and Treasurer and up to three Members At Large shall be elected from among the membership in accord with Section IV by a majority of the ballots cast by qualified voters.

IV. Elections and Balloting
Election of officers and members at large shall be conducted by electronic or mail ballot in accordance with procedures outlined below.
A. The Nominating Committee shall prepare and submit to the Board of Directors its list of nominees for the positions of the Board of Directors to be filled no later than October 15. The list of nominees, along with space to write in nominees, in ballot form, will be prepared and distributed to all voting members of the Society no later than October 30 of each year.
B. No provisions of these bylaws shall prevent any member of this Society in good standing from casting a write-in vote, on any official ballot, for any eligible member or members of the Society not selected by the Nominating Committee.
C. To be valid, completed ballots must be cast not later than the established deadline for that year.
D. The completed ballots will be tallied and retained for sixty (60) days. The results will be provided to the Chair of the Nominating Committee who will determine the outcome of the balloting and communicate it to the general membership.
E. Each officer and member at large shall be elected on the basis of a simple majority of votes cast.
F. In the event of a tie, by reason of two or more candidates for the same office receiving the same number of votes, successive balloting electronically or by mail shall be conducted until one candidate receives a majority.

V. Term of Office
The President and all other officers and members at large shall serve for one year and shall not be eligible to serve in the same office for more than two successive terms. However, if with a majority of the outgoing officers voting to place into nomination a current officer for re-election into the same office held in the Society, the name will be again placed into nomination for election through the majority of ballots cast by the members in the Election of Officer Balloting Process. Elected officers and members at large shall assume responsibilities on January 1 following election.

VI. Vacancies
If a vacancy should occur in any of the offices or member at large positions to which a person has been elected by the membership, such office may be filled by appointment by the Board of Directors until the first day of January next following the annual election process after the office is filled.

VII. Duties
The officers shall have the following duties:

The President shall preside at all meetings of the Society and of the Board of Directors. With the advice and consent of the Board, the President shall appoint any committees and committee Chairs, giving due recognition to a balance of geographical representation. The President shall, without vote, be an ex officio member of all committees except the Nominating Committee and shall attend to all usual duties pertaining to this office. The President shall be responsible for the establishment of goals and objectives, as well as a plan to promote membership development.
Vice President
In the absence of, or in the case of incapacity of the President, the Vice President shall perform the duties of the President and shall act as liaison between other associations and the State Society. The Vice President is responsible for informing the membership on developments on legislative issues, as well as recommended actions to help support society position on legislative issues.
Communications Officer
The Communications Officer will act as the editor/coordinator for the Society’s communications vehicles and will be responsible for all communication with the members, including electronic communication such as electronic mail and web sites.

The Treasurer will be responsible for the receipt of or cause an agent to receive and keep record of all dues and funds of the Society, to disburse or cause such funds to be dispersed as authorized by the Board, and to regularly produce financial statements for the Board.
Immediate Past President
The Immediate Past President will chair the Nominating and Awards Committees.

Article VII: Board of Directors

I. Composition
The Board of Directors shall consist of the Officers of the Society, and two members at large recommended by the Nominating Committee and voted on by the membership. All directors shall serve with vote. The regional healthcare human resources society Presidents may serve with vote on the Board for a term starting in January. In their absence, it is the responsibility of the regional healthcare human resources society Presidents to appoint an alternate to attend (with vote). Other individuals may be present at Board meetings to help with Society business, but they will be present without vote.

II. Duties and Powers
The affairs of the Society shall be guided by the Board of Directors. The Board shall: meet to discuss the activities of the Society; make recommendations thereon to the membership; prepare an annual plan and budget to accomplish the mission of the organization and set Society annual membership dues; and between meetings of the Society, shall have the power and authority to do and perform all acts and functions not inconsistent with these bylaws or with the action taken by the membership in a regular or special meeting.

III. Meetings
A. Regular meetings
Meetings of the Board shall be held at intervals as determined by the Board of Directors.
B. Special meetings
Special meetings of the Board shall be called at any time by the President or upon written petition of not less than six members of the Board.

IV. Quorum
A majority of the Board of Directors shall constitute a quorum.

V. Vacancies
If the office of any elected director shall become vacant, such office may be filled by appointment by the Board of Directors until the first day of January next following the annual election process after the office is filled.

Article VIII: Committees

I. Standing Committees
There shall be two (2) standing committees with certain powers and duties as hereinafter provided. With the advice and consent of the Board, the President shall annually appoint the members of such committees. Such committees shall report to the Board of Directors. The standing committees are:
A. Nominating Committee: The Nominating Committee shall consist of three members: two appointed members; and the Immediate Past President who shall serve as Chair. The President shall appoint two other Society members who shall not be current members of the Board. It shall be the duty of this committee to present names of members as nominees for elected office. No member’s name may be placed in nomination without the nominee’s consent. Members of the Nominating Committee are ineligible for such nomination.
B. Conference Planning Committee: The Conference Planning Committee shall consist of not less than five members. The Officers of the Society shall serve on the committee by virtue of their elected position. Other members of the Board or general membership may volunteer to serve on the committee. It shall be the duty of this committee to develop, in conjunction with the Society’s administrative support service (if any), the content and associated activities for the Society’s annual educational conference and any other educational programs presented for the membership’s benefit. The committee shall develop a budget which will ensure not less than a break-even financial outcome for all educational programs unless otherwise approved by a majority vote of the Board in advance of the educational program.

II. Other Committees
The Board of Directors may create or discontinue such other committees as it deems necessary. With the advice and consent of the Board, the President shall appoint the members of such committees and shall designate the Chair of each committee. Such committees shall report to the Board of Directors.

Article IX: Affiliated Chapters

I. Formation and Purpose
In order to facilitate the objectives, growth and development of the Society, the Board of Directors may vote to form or consolidate chapters to better meet the needs of its members. Such chapters shall not conflict with the existing regional healthcare human resources societies.

Article X: Amendments

I. Procedure
A. These bylaws may be amended by the affirmative vote of two thirds of the voting members. Such voting shall be conducted electronically or by mail ballot.
B. A proposed amendment, not initiated by the Board of Directors must be submitted in writing not less than ten (10) days in advance of the next regularly scheduled Board of Directors meeting. The proposed amendment shall be directed to the Treasurer, who shall refer it to the Board for discussion and action at the next occurring meeting.

II. Effective Date of Bylaws
Provisions of the bylaws of the Society or amendments thereto, shall become effective upon adoption unless otherwise stated in the bylaws or the amendments.

Original Date: September 1997
Amended: 2003
Amended: November 2007
Amended: March 2011
Amended: May 2013
Amended: March 2019