The objectives of this organization shall be:

• To promote fellowship and better understanding of the mutual problems affecting those engaged in human resource work in business, industry, and public service;

• To provide a means for the exchange of ideas and discussion of common problems;

• To encourage the application of scientific methods to the human problems of business, industry, and public service as a means of increasing the operating effectiveness of staff and management;

• To provide information regarding current trends in the administration of human resource management through the medium of outstanding speakers, significant reports and studies, and other means determined by the Program Committee; and

• To expand human resource technologies throughout the Western Pacific Region.

The location of the principal office of this association shall be Tamuning, Guam.

Duly elected officers shall be President, President-Elect, Secretary, Vice President Finance, Vice President Student Relations, Vice President Membership, Vice President Programs, Vice President Research & Development, and Vice President Public Relations.

Amendments and adjustments to this Constitution and/or Bylaws shall be in accordance with procedures outlined in Article IX and Article X of the attached Bylaws of the Society for Human Resource Management, Guam Chapter. 

Section 1.1 Principal Office. The principal office of the Chapter shall be located in Tamuning, Guam. The Chapter may have such offices, either within or without the Territory of Guam, as the Board of Directors may determine or as the affairs of the Chapter may require from time to time.

Section 2.1 Corporate Name. The Chapter shall be known as the Society of Human Resource Management, Guam Chapter.

ARTICLE III

Section 3.1 Purposes of the Chapter. The Society of Human Resources Management, Guam Chapter was formed to conduct the following activities:

1. Promote fellowship and a better understanding of the mutual problems affecting those engaged in human resource work in industry, business and public service.
2. Provide a means for the exchange of ideas and discussion of common problems.
3. Encourage the application of scientific methods to the human problems of industry, business and public service as a means of increasing the operating effectiveness of both staff and management.
4. Provide information regarding current trends in the administration of human resource management through the medium of outstanding speakers, significant reports and studies, and other means as determined by the Program Committee.
5. Expand human resource technology throughout the Western Pacific Region.

Section 4.1 Classes of Members. The membership of the Guam Chapter of the Society of Human Resource Management will consist of regular members, students, and honorary members.

Section 4.2 Regular Members. A person may be considered for regular membership provided he or she is actively engaged in and has the responsibility in his or her organization for one or more functions of human resources management, or who holds the position of faculty member as an assistant, associate or full professor in human resources management or any of its specialized phases in an accredited school of higher learning, or who is an attorney who represents only management interests in human resources.

Section 4.3 Application for, and Acceptance of, Membership. A candidate shall submit a completed application for membership. The approval for membership shall be by the Vice President Membership using the Administrative Guidelines currently in effect after the aforesaid application has been submitted with accompanying dues. Each year thereafter, a Membership Renewal Form will be forwarded to each member for completion and return to the Vice President Membership. If there has been no change in the address or duties of the member, the member’s signature on the form will suffice.

Section 4.4 General Membership Meetings. The General Membership Meeting of the Chapter shall normally be held the first Wednesday of each month, unless otherwise scheduled by the Board of Directors.

Section 4.5 Board of Director Meetings. The Board of Directors shall meet at a time and place designated by the President. There shall be a least one meeting a month. Each member must be present to vote. A quorum shall consist of a majority number of members of the current Board of Directors of its membership to vote on issues.

1. Special Meetings of the Chapter may be called by the President.
2. Special Meetings must be called by the President if a petition signed by at least ten (10) percent of the General Membership is received.

Section 4.7 Power of the Member. Each member of the Chapter shall have the right to:

1. Attend and participate in all meetings concerning the Chapter including all Board of Director and Committee meetings of the Chapter.
2. Introduce, organize and participate in any or all Programs and/or Projects of the Chapter, as determined by the Executive Board.
3. Debate any question brought before any meeting that he/she attends.
4. Vote, where qualified, on any question brought before any meeting that he/she attends, save the Board of Directors and Special Committee Meetings unless otherwise a member of the Board of Directors of such committee as may be established under these bylaws.

Section 5.1 Dues. Dues for all of the membership shall be determined by the Board of Directors. Dues will be determined on an annual basis starting at the beginning of the calendar year. Changes to the annual dues rate may be made by a majority of the Directors but at no time may a dues change take effect until the beginning of a new calendar year.

Section 6.1 Board of Directors. The number of directors constituting the Board of Directors of the Chapter is nine (9), who shall be residents of Guam.

Section 6.2 Powers of Directors. The Board of Directors shall have the entire management and control of the business and affairs of the Chapter. In the management and control of the property, business and affairs of the Chapter, the Board of Directors is hereby vested with all of the powers possessed by the Chapter itself so far as this delegation of authority is not inconsistent with the laws of the Territory of Guam, with the Articles of Incorporation of the Chapter, or with these bylaws.

Section 6.3 Tenure and Number. The Board of Directors of the Chapter shall be the President, President Elect, Vice President Membership, Vice President Student Relations, Vice President Programs, Vice President Research & Development, Vice President Public Relations, Secretary, and Vice President Finance. The Board of Directors named in the Articles of Incorporation shall hold office and serve until their successors shall be elected and shall qualify. At the November meeting, all directors will be elected for a term of one (1) year, except as hereinafter provided, and shall hold office until their successors shall be elected and shall qualify. Any vacancy occurring in the Board of Directors may be filled by designation of the President for the unexpired term of the predecessor in office. The Board of Directors is hereby authorized to increase the number of directors on the Board by any number, but any vacancies thus created must be filled by a vote of the members of the Chapter at the annual or special meeting. The numbers of directors may be increased or decreased (providing such decrease does not have the effect of shortening the term of nay incumbent Director) from time to time by unanimous action of the then qualified Directors provided that the number of Directors shall never be greater than twenty (20) or less than three (3).

Section 6.4 Meeting of Directors. A regular meeting of the Board of Directors of this Chapter shall be held without notice other than this bylaw during the January meeting of Directors. The Board of Directors may provide by resolution the time and place, either within or without the Territory of Guam, for the holding of additional regular meetings without notice other than such resolution.

Section 6.5 Special Meetings of Directors. Special meetings of the Board of Directors may be held at any time or place when ever called by the President or by three (3) or more directors with five (5) days notice thereof being given by the Secretary or other officer calling the meeting to each director, or such meetings may be held at any time without formal notice provided all of the directors are present or, if not present, have waived notice thereof in writing. Such special meetings shall be held at such time and place as the notice thereof or waiver shall specify. Any meetings at which every director is present, either in person or by proxy, or of which those not present have waived notice, shall be legal meetings for the transaction of business, notwithstanding notice has not been given as hereinabove provided.

Section 6.6 Quorum of Directors. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time and the same may be held without further notice. Directors present by proxy may not be counted toward a quorum. When a quorum is present at any meeting, a majority vote of the directors in attendance thereat and eligible to vote shall decide any question brought before such meeting in the absence of an express provision to the contrary in these bylaws.

Section 6.7 Proxy and Voting. Each director shall be entitled to one vote on each matter considered by the directors. Directors eligible to vote may do so either in person or by proxy in writing which shall be filed with the Secretary of the Chapter before being voted.

Section 6.8 Removal. Any director may be removed by the vote of a majority number of the members of the Board of Directors, at any annual, regular or special meeting, whenever in the judgment of the Board of Directors the best interests of the Chapter will be served thereby.

Section 6.9 Informal Action by Directors. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 7.1 Elected Officers. The officers of the Chapter shall be a President, a President Elect, a Vice President Membership, a Vice President Student Relations, a Vice President Programs, a Vice President Research & Development, a Vice President Public Relations, a Secretary, and a Vice President Finance, each of whom shall be elected by the members. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors at any duly constituted meeting, regular or special, of the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 7.2 Election and Terms of Officers. The officers of the Chapter elected at the November General Membership Meeting shall officially assume their duties January 1, following, for a term not to exceed one (1) year.

Section 7.3 President. The President shall serve as Chairman of the Board of Directors and perform all the duties incidental to his/her office; including, but not limited to, conducting the business affairs of the Chapter, presiding at all meetings of the Chapter, and representing the Chapter as official contact person for the Society for Human Resource management. He/she may appoint special delegates and/or special committees to represent the Chapter. Further, he/she shall have the authority to sign checks of the Chapter.

Section 7.4 President Elect. The President-Elect shall perform the duties of the President during the President’s absence or temporary disability. In the event of the President’s death, resignation or inability to serve, he/she shall become President of the Chapter for the balance of the unexpired term and the following full term of office. He/she shall represent the President at his/her request and assist him/her in carrying out the objectives of the Chapter. He/she shall have such other powers and perform such other duties as the Board or President may determine.

Section 7.5 Vice President Student Relations. The Vice President Student Relations shall be primarily concerned with assisting the student chapters and acting as liaison between the chapters and SHRM Guam Chapter. The Vice President Student Relations also assists in the establishment of various programs, supervision of the formation of new student chapters, and advice thereof.

Section 7.6 Vice President Membership. The Vice President Membership shall serve as Chairperson of the Membership Committee and is primarily concerned with recruiting and approval of applications for membership. He/she shall maintain all records up to date on the membership. He/she shall be responsible for obtaining, receiving, and passing upon applications for membership, for extending an official welcome to new members, and for attendance. In addition, the Vice President Membership shall be responsible for coordinating the publication of the membership directory.

Section 7.7 Vice President Programs. The Vice President Programs shall serve as Chairperson of the Programs Committee and is primarily concerned with selecting subject material for discussions at general membership meetings and for providing speakers when desirable for such meetings. He/she shall select and direct entertainment and shall make all arrangements for regular and special meetings of the Chapter, including such matters as engaging place of the meetings and ordering the meal when necessary.

Section 7.8 Vice President Research & Development. The Vice President Research & Development shall serve as Chairperson of the R&D Committee and is primarily concerned with all matters and materials relating to human resources management which, in the opinion of this Committee and the Chapter, are of sufficient interest to the membership as a whole. His/her Committee shall conduct necessary studies and research to apprise the Chapter of any new development, techniques, or activities of interest in the field of human resources management, such as matters relating to recruitment and employment, training, wage & salary administration, personnel policies & procedures, benefits, etc. As such, the Board of Directors shall be currently informed regarding developments in the field of human resources management, reporting to the Chapter of significant trends, techniques, current publications, etc. as warranted. It shall further be his/her responsibility to conduct such technical studies and carry out any special projects as are approved by the Board of Directors.

Section 7.9 Vice President Public Relations. The Vice President Public Relations shall serve as the Chairperson of the Public Relations Committee and shall be primarily concerned with the public relations of the Chapter. He/she works with business and public organizations seeking assistance with human-resources-related areas of concern. In addition, the Vice President Public Relations supervises the publication and distribution of all Chapter printed matter including special circulation to the membership of all notices as directed by the Board of Directors.

Section 7.10A Secretary. The Secretary shall record and maintain the minutes of all Board of Directors and regular meetings, and notify all responsible parties regarding special actions and meetings of the Chapter. Further, the Secretary provides minutes of previous meetings to the members.

Section 7.10B Vice President Finance. The Vice President Finance shall be responsible for all monies of the Chapter including depositing and disbursing funds from a bank approved by the Board of Directors. The Vice President Finance acknowledges all debts of the Chapter, pays such debts with the approval of the Board, maintains a complete ledger of said receipts and disbursements, and supplies a financial statement each month to the Board of Directors providing the same to the general membership.

Section 7.11 Removal. The Directors may at any regular meeting, or at any special meeting called for the purpose, by an affirmative vote of the majority of the Directors attending such meeting, with or without cause, remove any officer.

Section 7.12 Vacancies. Should any office become vacant by reason of death, resignation, removal, disqualification or otherwise, the President, with the approval of the Board of Directors, shall appoint an Active Member in good standing to fill the unexpired term.

Section 7.13 Bonds of Officers. The Board of Directors may secure the fidelity of any or all officers by bond or otherwise, in such terms and with such surety or sureties or conditions as shall be required by the Board of Directors.

Section 8.1 Election Procedure. At the regular meeting held in October of each year, the President shall appoint a Nominating Committee to be comprised of three (3) members to submit a slate of candidates for election as officers at the monthly meeting in November. Recommendations for any office can be made from the floor at the November meeting. The Board of Directors shall provide an election ballot to each member with the notice for the November meeting. This will afford each member the opportunity to vote in the event he or she is not able to attend the November meeting.

Section 8.2 Absentee Ballots. All absentee ballots must be mailed so as to reach the Chapter prior to the November meeting. Absentee ballots are to be mailed in an envelope marked "Ballot" and will be opened and counted at the general membership’s election.

Section 8.3 Plurality. Candidates receiving the plurality of votes cast shall be considered elected. In the case of a tie, balloting by the membership will continue until the tie is broken.

Section 8.4 Installation of Officers. Installation of officers shall take place at the January meeting, at which time the officers shall outline their plans for the coming year, and membership of committees shall be announced.

Section 8.5 Term of Office. The term of office for each elected officer shall be one (1) year. Members elected to the office of President and President Elect shall not succeed themselves. All other elected officers may succeed themselves one term.

Section 9.1 Fiscal Year. The fiscal year of the Chapter shall be the same as the calendar year.

Section 9.2 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Chapter, in addition to the officers so authorized by these bylaws, to enter into any contract or excuse and deliver any instrument in the name of and on behalf of the Chapter, and such authority may be general or confined to specific instances.

Section 9.3 Checks, Drafts, Orders, Notes and Other Evidences of Indebtedness. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Chapter, shall be signed by such officer or officers, agent or agents of the Chapter and in such a manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Vice President Finance, President or President Elect of the Chapter. The Board of directors shall direct necessary disbursement to be made, but is limited to $1,000.00 on any one item. Any disbursement of funds in excess of $1,000.00 on any single expenditure must be approved by a majority vote of members present at the next regular meeting.

Section 9.4 Indemnification. Each person who may have served as a director or officer of this Chapter shall be indemnified by the Chapter against liabilities imposed upon him or her and expenses reasonably incurred by him or her in connection with any claim made against him or any action, suit, or proceeding to which he or she may be a party by reason of his or her being, or having been, such a director or officer including such sums as independent counsel selected by the Board shall deem reasonable payment made in settlement of any such claim, action, suit or proceeding, and further including payments in settlement to avoid expenses of litigation; provided, however, that no director or officer shall be indemnified with respect to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for willful negligence or misconduct in the performance of duty or with respect to any matters for which such indemnification shall be in addition to any other rights to which directors or officers may be entitled.

Section 9.5 Statement of Ethics. Each member shall honor and respect the purpose of the Society for Human Resource Management, Guam Chapter and pledge himself or herself to its support. The interchange of ideas, information, and the discussion of problems shall be viewed as privileged communication or confidential information and not regarded as any reflection of the official attitude or opinion of any member’s employer.

The Chapter shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors.

Section 9.6 Transfer of Membership. Membership shall be considered as Individual Membership rather than Firm Membership. Transfer of membership by a firm from one individual to another shall not be allowed.

Section 9.7 Non-Discrimination. This Chapter affirms that it will provide equal opportunities for participation to all members and potential members regardless of race, color, religion, national origin, handicap, sex or age.

The bylaws may be altered, amended or replaced by the following procedure:

1. Proposed Amendments to the Bylaws of the Chapter may be presented at any time by an Active Member in good standing, provided that such proposed amendments are presented in writing to the President of the Chapter and a copy thereof filed with the Secretary, who shall transmit same by mail, with notice of meeting, to each member of the Chapter at his or her last known business address, at least ten (10) days prior to the meeting.
2. Such resolution shall become effective only when it receives a two-thirds (2/3) vote by those voting.