York County Chapter of Society of Human Resource Management d.b.a   Carolinas Chapter of Society for Human Resources Management

Chapter Bylaws

revised 7/12

ARTICLE 1
NAME AND AFFILIATION

Section 1.1: Name. The name of the Chapter is the York County Chapter of Society of Human ResourceManagemend.b.a Carolinas Chapter of Society for Human Resources Management, or Carolinas Chapter of SHRM or CCSHRM (herein referred to as the "Chapter").

Section 1.2: Affiliation. The Chapter is affiliated with the Society for Human Resource Management (herein referred to as "SHRM"). For affiliation, SHRM requires that all chapters have 30% or 10 national members, whichever is greater.

Section 1.3: Relationships. The Chapter is a separate legal entity from SHRM. It shall not be deemed to be an agency or instrumentality of SHRM or of a State Council and SHRM shall not be deemed to be an agency or instrumentality of the Chapter. The Chapter shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. The Chapter shall not contract in the name of SHRM without the express written consent of SHRM.  

Section 1.4: Legal Organization.  The York County Chapter of Society for Human Resource Management d.b.a Carolinas Chapter Society fro Human Resource Management, is a South Carolina Nonprofit Corporation operating under Section 501(c)6 of the Internal Revenue Service Code 

ARTICLE 2

PURPOSE

Section 2.1: Purpose of Chapter. The purposes of this Chapter, as a non-profit organization, are:

i.  to provide a forum for the personal and professional education and development of our members; and other professionals interested in human resource management. 

ii.  to provide an opportunity to develop leadership, managerial, public speaking and group decision-making skills;

iii.  to provide an arena for the development of trust relationships where common problems can be discussed and deliberated;

iv.  to provide an opportunity to focus on current human resource management issues of importance to our members;

v.   to provide a focus for legislative attention to state and national human resource management issues;

vi.  to provide valuable information gathering and dissemination channels;

vii. provide a pool of human resource management leaders for perpetuation of the Chapter and of SHRM;

viii. to serve as an important vehicle for introducing human resource management professionals to SHRM;

ix.  to serve as a source of new members for SHRM; and

x.   to serve as part of the two-way channel of communications between SHRM and the individual members.

The Chapter supports the purposes of SHRM, which are to promote the use of sound and ethical human resource management practices in the profession and:

• to be a recognized world leader in human resource management;

• to provide high-quality, dynamic and responsive programs and service to our customers with interests in human resource management;

to be the voice of the profession on human resource management issues;

• to facilitate the development and guide the direction of the human resource profession; and

• to establish, monitor and update standards for the profession.

ARTICLE 3
FISCAL YEAR

The fiscal year of the Chapter shall be the calendar year from January through December of each year.

ARTICLE 4

MEMBERSHIP

Section 4.1 Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in Sections 4.3, 4.4, and 4.5 of this Article. To achieve the mission of the Chapter there shall be no discrimination in individual memberships because of race, color, religion, sex, age, national origin, disability, veteran's status, or any other legally protected class.

Section 4.2: Non-transferability of Membership. Membership in the Chapter is neither transferable nor assignable.

Section 4.3: Individual Membership. Membership in the Chapter is held in the individual's name, not an organization with which the member is affiliated.

Section 4.4: Professional Members. Professional membership shall be limited to those individuals who are engaged as one or more of the following: (a) practitioners of human resource management at the exempt level for at least three years; (b) certified by the Human Resource Certification Institute; (c) faculty members holding an assistant, associate or full professor rank in human resource management or any of its specialized functions at an accredited college or university and have at least three years of experience at this level of teaching; (d) full-time consultants with at least three years experience practicing in the field of human resource management; and/or (e) full-time attorneys with at least three years experience in counseling and advising clients on matters relating to the human resource profession; (f) and, individuals in non-exempt human resource management positions or individuals who demonstrate a bona fide interest in human resource management and the mission of the Chapter.  All Professional members may vote and hold office in the chapter.

Section 4.5: Student Members. Individuals who are (a) enrolled either as full-time or part-time students, at freshman standing or higher; (b) enrolled in the equivalent of at least six (6) credit hours; (c) enrolled in a four-year or graduate institution and/or a consortium of these or a two-year community college with a matriculation agreement between it and a four-year college or university which provides for automatic acceptance of the community college students into the four-year college or university; (d) able to provide verification of a demonstrated emphasis in human resource management subjects, and (e) able to provide verification of the college or university's human resources or related degree program. Student members may not vote or hold office in the Chapter.

Section 4.6: Application for Membership. Application for membership shall be on the Chapter Membership application form. All applications shall be reviewed by the Vice President of Membership and approved by the Board of Directors or their designee. New members shall be afforded full membership rights from the date of application approval by the Board of Directors or their designee.

Section 4.7: Voting. Each Professional member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Student Members are not eligible to vote. Votes shall be tallied by an Ad Hoc Committee or other official group appointed by the Board of Directors.

Section 4.8: Dues. Dues are remitted to cover membership fees and monthly meeting meal expenses for the calendar year. Annual membership dues shall be established for the next year by the Board of Directors prior to the mailing of renewal notices. Members are responsible for paying dues each January to renew their membership. If a membership begins during the year, the dues will be prorated on a quarterly basis for the remaining months of the year. 

Section 4.9: Reduced Dues.  All Past Presidents are eligible for 1/2 price membership dues even if they are not serving as a Board Member.  People who meet membership qualifications, and are age 65 or older, but not working full time, are eligible for 1/2 price membership dues.


ARTICLE 5



MEMBER MEETINGS

Section 5.1: Regular Meetings. Regular meetings of the Chapter members shall be held on the third Wednesday of each month or as otherwise determined by the Board of Directors.

Section 5.2: Board Meetings.  Regular Meetings of the Board of Directors will be held at least bi-monthly.  Board Meetings shall be scheduled to be conducted with members attending in person or via conference call.

Section 5.3: Board Actions Outside of Meetings.  The directors shall have the right to take any action in the absence of a meeting, which they could take at a meeting, by obtaining the written unanimous consent of all the directors for each action taken.  Any action so approved shall have the same effect as though taken at a meeting of the directors.

Section 5.4:  Annual Meetings. The annual meeting of the Chapter members for electing Board of Directors and conducting other appropriate business shall be held in November or at such other time as determined by the Board of Directors.

Section 5.5: Special Meetings. Special meetings of Chapter members shall be held on call of the President, the Board of Directors or by members having twenty-five percent of the votes entitled to be cast at such meeting.

Section 5.6: Notice of Meetings. Notice of all special and annual meetings shall be given to all Chapter members at least ten days prior to the meetings. Notice of regular meetings shall be given to all members at least seven days prior to the meeting.

Section 5.7: Chapter Meeting Quorum. Members holding twenty-five percent of the votes entitled to be cast represented in person or by conference call, shall constitute a quorum for any Chapter meeting. The vote of a majority of the Chapter members present at any meeting at which there is a quorum, either in person or by conference call, shall be necessary for the adoption of any matter voted on by the members, except to the extent that applicable state law may require a greater number.

ARTICLE 6

BOARD OF DIRECTORS

Section 6.1: Power, Duties and Functions. The Board of Directors (also referred to as the "Board") shall manage and control the property, business and affairs of the Chapter and in general exercise all powers of the Chapter.  

The Board may act as a whole in fulfilling its responsibilities or refer matters to standing or ad hoc committees.  Committees shall be subject to the control of the Board and Board shall hold all committees responsible for specified outcomes.

The CCSHRM Board is the ultimate governing body of the Chapter.  The Board is also responsible for approving the policies of the Chapter.  More specifically, and without limitation the Board performs the following functions:

i.  Approves and monitors the annual Strategic Plan if the Board adopts and operates with such a plan;

ii.  Sets policies which it determines to be consistent with the Chapter's vision, mission, and key objectives;

iii.  Takes appropriate action to invest, preserve, expand, and utilize the reserves of the Chapter consistent with the Strategic Plan (if it adopts one);

iv.  Approves the annual budget and operating plan that is aligned with the Strategic Plan and designed to further what it determines to be the Chapter's objectives; and monitors the success or failure of planned objectives.

v.  Establishes the Chapter Bylaws and amends them from time to time in accordance with Article 12 of these Bylaws;

vi.  Further defines the Chapter's volunteer organizational structure and the related duties, powers and responsibilities of its elements;

vii.  Ensures that the Chapter adopt and implement a Succession Plan for its volunteer leaders that will provide a diverse, competent, dynamic, and committed pool of members which can be considered as openings arise;

viii.  Reviews and approves any operational item in excess of the approved President's Fund line item in the annual budget, or which is outside the budget, or which the Board determines will have a pronounced and long-term impact of the Chapter;

ix.  Participates in Chapter activities and initiatives and approves the Chapter's affiliation with other organizations and the terms of affiliation.

x.  Ensures that the Chapter is in compliance with all operating procedures and reporting requirements of CCSHRM, SC Nonprofit Corporation Act, and Chapter's IRS taxation status.

Section 6.2: Officers. The following shall be members of the Board of Directors and shall be Officers of the Board and Chapter: President, President Elect, Vice President of Programs, Past President, Vice President of Membership, Vice President of Finance, Vice President of Communications, Vice President of Administration and Member(s)-at-Large. The Board of Directors shall consist of at least seven persons with one being the Past President(s) and one being elected by the membership to serve as a member-at-large.  If the immediate Past President as of January 1 each year, has served as President for one year or less, then the Board can request and authorize the most previous Past President to also serve on the Board for a second one year term in the position as Previous Past President.

Section 6.3: Qualifications. All candidates for the Board of Directors must be Professional members of the chapter in good standing at the time of nomination or appointment and for their complete term of office. The Chapter also requires that each Board member be a current member in good standing of SHRM (National)throughout the duration of his/her term of office.  Per Section 4.5, Student members are also not eligible to hold office as a Board Member.

Section 6.4: Election - Term of Office. Officers and Directors shall be elected by the Chapter members at the annual meeting of the membership from the proposed slate of the nominating committee, or other group, appointed or authorized by the Board of Directors each election year. Each elected Board Officer and other Director shall assume office on January 1st following his/her election and shall hold office for one year or until his/her successor is elected and takes office. Officers may not be elected to serve more than two (2) consecutive terms in the same position.  Members-at-Large may serve more than two consecutive years in those positions.

Section 6.5: Vacancies. Any vacancy in the Board may be filled for the unexpired term by appointment of the President with the consent of the Board of Directors.

Section 6.6: Board Meeting Quorum.  A simple majority of the total Board of Directors shall constitute a quorum for the transaction of business. The act of a majority of the Board of Directors present at any meeting at which there is a quorum, either in person or by conference call, shall be the act of the Governing Body, except to the extent that applicable state law may require a greater number. In addition, the Board may act by unanimous written consent of all voting members.

Section 6.7: Board of Directors' Responsibilities. The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in these Bylaws or other governing instruments of the Chapter. A Professional Chapter member in good standing may request the President to place on the agenda of the next regular Board of Directors meeting any action for consideration by the Board of Directors.  Any items submitted for a Board Meeting agenda shall follow the regular submission deadlines and formats prescribed and adopted by the Board.

Board Decisions.  The Board, in reaching decisions, will make good-faith efforts to ensure that appropriate information, available at the time, and relevant to the matter, is considered.  All Board members should feel free to volunteer any information and/or raise any questions in furtherance of this objective in a climate of professionalism with due respect for opposing views.  Board decisions, once made, are however, decisions of the Board and all Board members are expected to accept those decisions and be supportive of them.

Section 6.8: Removal of Director and Officer. Any Officer or Director may be removed from office, with cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting. The Officer or Director shall be entitled to a due process hearing prior to any termination action being imposed.   

Section 6.9:  Director Compensation.  No director shall receive compensation for any service he/she may render to the Chapter, provided, however, any director may be reimbursed for her/his actual expenses incurred in the performance of these duties.  The Chapter may pay for the costs and expenses for Board Members who attend conferences, meetings, and other business functions, or be reimbursed for expenses in performing other tasks, duties, and responsibilities on behalf of the Chapter.

Section 6.10: Board Handbook.  The Board shall provide and maintain a Board Handbook, and provide a copy to each Board Member that outlines Board Roles, Duties, Structure, Responsibilities, Operating Policies and Procedures, etc.

Section 6.11: Bylaws.  It shall be the responsibility and duty of the Board of Directors to operate in accordance with the Chapter Bylaws and Board Policies and Handbook.  The Board shall formulate new or modify existing Bylaws in a manner consistent with Article 12 and as required to meet changing conditions.  Said Bylaws shall be subordinate to both legal requirements and the requirements of SHRM.


ARTICLE 7

DUTIES AND RESPONSIBILITIES

Section 7.1:  Board Member Position Descriptions.  The duties and responsibilities of each Board Member shall be outlined in the Position Descriptions maintained by the Vice-President of Administration, serving as Chapter Secretary and distributed to the Chapter Board, and incorporated into the Board Handbook.  The Position Descriptions are subject to change as deemed necessary by the President and/or the Board, and changes suggested or implemented by SHRM National.  Position Descriptions will be reviewed and updated if needed at least annually by the President and Board.  The descriptions will include familiarity with the SC Nonprofit Corporation Act, commonly used Nonprofit Corporation Operational and Governance procedures and any applicable Internal Revenue Service Regulations that govern the Chapter's operations.

Section 7.2: The President. The President shall preside at the meetings of the members and of the Board. He/she shall direct the Chapter and have charge and supervision of the affairs and business of the Chapter, subject to the authority outlined in the President's position description and the ultimate management authority of the Board of Directors.   He/she shall maintain liaison and be a current member in good standing of SHRM (National) throughout the duration of his/her term of office. 

The President, and ultimately, the entire Board of Directors, is also responsible for insuring that the Chapter is in Compliance with all State and Federal Regulations including the SC Nonprofit Corporation Act, Internal Revenue Service Codes, as well as all national SHRM policies and procedures regarding the Chapter's operation.

Section 7.3: The Vice President of Programs. The Vice President of Programs, will perform the duties and responsibilities outlined in the position description; and perform at the request of the President or in his/her absence or disability, may perform any of the duties of the President. He/she shall have such other powers and perform such other liaison duties as the Board or the President may determine. He/she shall serve as Chair of the Program Committee. This responsibility includes programs conducted at all regular meetings of the members, social functions, and any workshops and/or seminars sponsored by the Chapter as determined by the President and the Board. He/she shall have the authority to appoint sub-committees to plan and implement the activities associated with the program year.

Section 7.4: The Vice President of Membership. The Vice President of Membership will perform the duties and responsibilities outlined in the position description; and shall serve as chair of the Membership Committee.   He/she shall encourage Chapter and SHRM membership growth and shall maintain the official membership roster of the Chapter. He/she shall have such other powers and perform such other duties as the President may determine.

Section 7.5: The Vice President of Finance. The Vice President of Finance will perform the duties and responsibilities outlined in the position description; and serves as the Chapter Treasurer.  She/he shall be responsible for the financial affairs of the Chapter, including all required filings such as annual tax returns and SC Nonprofit Organization Compliance Documents.  These responsibilities shall include monthly financial reports to the Board and coordinating arrangements for the annual examination audit of the accounts as may be required by the Board.  He/she shall be responsible for billings to Chapter members.  Any Chapter member serving as Vice-President of Finance and/or Treasurer shall need to meet the annual credit worthiness and/or surety bond requirements outlined by the Board.

Section 7.6: The Vice President of Administration. The Vice President of Administration will perform the duties and responsibilities outlined in the position description; and serves as the Chapter Secretary.  She/he shall be responsible for development and distribution of Board and Chapter meeting agendas, recording the minutes of all meetings of the Chapter, shall be responsible for making all members aware of such meetings, and shall be responsible for coordinating the activities related to the Chapter's newsletter and its production.  The VP-Administration may delegate responsibility for the Newsletter production to another Board Member or Volunteer Leader.  She/he is also responsible for maintaining the Official Records of the Chapter and its operation.  The VP-Administration, at the request of the President or in his/her or the Vice-President of Program's absence or disability, may perform any of the duties of the President.  He/sher shall have such other powers and perform such other liaison duties as the Board or the President may determine. 

Section 7.7: Vice President of Communications.  The Vice President of Communications shall create and/or maintain chpater website and the monthly Chapter Newsletter.  Procure and maintain a third party web server and domain name registration.  Develop, maintain, and edit web pages, post PDF files, create new links, post SHRM and chapter information as needed to keep website current.  Create as needed web-based response for surveys, etc.  Attend all monthly membership and board of directors meetings.  He/she will participate in the development and implementation of short-term and long-term strategic planning for the chapter.  He/she shall have such powers and perform such other duties as the President may determine. 

Section 7.8:  Past President.
 The Past President will perform the duties and responsibilities outlined in the position description; and serves as an advisor to the President, and fulfill such duties as requested by the President and/or Board of Directors.  If the immediate Past President as of January 1 has served as President for one year or less, then the Board can authorize the previous Past President to also serve on the Board for a second one year term in the role of Previous Past President. 

Section 7.9:  President Elect.  The President Elect will assist the President in overseeing all the activities of the chapter.  In the absence of the President, perform all the presidential responsibilities.  He/she will attend (and preside over, if necessary) all monthly membership and board of directors meetings and participate in the development and implementation of short-term and long-term strategic planning for the chapter.  Represent the chapter in the human resources community.  He/sher shall have such powers and perform such other duties as the President may determine.

Section 7.10:  Member-at-Large.  The Member-at-Large will perform the duties and responsibilities outlined in the position descriptions; and provide assistance as needed with various projects, tasks, etc. the Board decides to pursue.

Section 7.11:  Chapter Financial Account Responsibility.  Any Board or other Chapter Member that is granted account access or signatory responsibility by the Board of Directors needs to meet annual creditworthiness and/or surety bond requirements outlined by the Board.


ARTICLE 8

COMMITTEES

Section 8.1: Committees. The establishment of both standing and ad-hoc committees shall be the right of the Board of Directors.

Section 8.2: Committee Organization. Committees in addition to the Nominating Committee are established by resolution of the Board of Directors.

Section 8.3: Committee Chairpersons. Appointment of Chairpersons to committees is the responsibility of the President and Board. The Chairperson will seek interested members to participate in committee activities. Special Committees or task forces may be organized by the President to meet particular Chapter needs.

Section 8.4: Committee Activity. Committees are established to provide the Chapter with special ongoing services, such as Membership, Programs, Non Dues Revenue, Professional Development, Communications, Marketing/Public Relations, Scholarship and the SHRM Foundation, etc.

ARTICLE 9

ELECTIONS and VOTING

Section 9.1: Nominating Committee. The Board shall appoint a Nominating Committee, or authorize another group consisting of a least three active members, one of whom is a current Board Member, to serve the function of a Nominating Committee and develop an annual slate of candidates for the Board of Director positions.

Section 9.2: Candidates. The Nominating Committee Chairperson, or Chairperson of the group authorized to serve as the Nominating Committee, shall submit to the membership in October, a slate of candidates.  The vote will be held a the November general meeting.  If electronic voting is used for the entire election process, then the vote will be taken between the October and November Chapter meetings and in accordance with the notification requirements in Section 9.4

Section 9.3: Other Nominations. Any Chapter member in good standing may nominate a qualified candidate from the floor at the October general meeting or via e-mail to the Chapter President no later than October 31 each year.

Section 9.4: Notification of Election. The Vice President of Administration shall notify all members of the list of nominations and upcoming elections at least seven (7) days prior to the election date.

Section 9.5: Tallying Votes. The Nomination Committee, or other group authorized to serve as the Nominating Committee, shall, in the presence of the VP of Administration, act as tellers to tally votes.  The VP of Administration will provide the tellers with all absentee ballots cast for persons listed on the slate of candidates prior to the election.  The tellers announce the successful candidates at the November Meeting or at a time prior to November 30.  A plurality will constitute election.

The Board, at its discretion, may use a non-interested, third party vendor or service provider to conduct the annual election by electronic voting for either the entire election process or just the Absentee voting.  If a third party electronic means is used, the VP of Administration will be responsible for insuring that only eligible Chapter members are allowed to vote, and for working with the Nomination Committee, or other group authorized to serve as the Nominating Committee, to review and approve the final vote tally.

Section 9.6: Absentee Voting. In the event members are not able to attend the meeting in which elections take place, they may electronically send their vote to the Vice President of Administration to be counted.  Only absentee votes for persons listed on the slate of Candidates will be counted.

The Board, at its discretion, may use a non-interested, third party vendor or service provider to conduct Absentee voting.  If a third party electronic is used, the VP-Administration will be responsible for insuring that only eligible Chapter members are allowed to vote, and for working with the Nomination Committee, or other group authorized to serve as the Nominating Committee, to review and approve the final vote tally from Absentee voting.

Section 9.7: Eligibility. Nominees for election must be active members in good standing at the time of nomination and election; and they must remain active members in good standing throughout their term as a Board Member.

Section 9.8: Term of Office. Directors shall serve from the first day of January until the last day of December.   Each elected Director shall assume office on January 1st following his/her election and shall hold office for one year or until his/her successor is elected and takes office.

ARTICLE 10

STATEMENT OF ETHICS

Section 10.1:  Code of Ethics.  The Chapter adopts SHRM's Code of Ethical and Professional Standards in Human Resource Management for members of the Chapter in order to promote and maintain the highest standards among our members. Each member shall honor, respect and support the purposes of this Chapter and of SHRM as outlined in Article 2. 

Section 10.2:  Advocacy.  The Chapter, nor any of its Board Members, shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors. No Chapter member or Resource Partner shall actively solicit business from any other member at Chapter meetings without the approval from the Board of Directors.

Section 10.3: Bylaws.  A set of bylaws shall be established by the Board of Directors for the orderly conduct of business of the Chapter. The Board of Directors shall be responsible for Chapter Compliance with its Bylaws. (Also see Section 6.11) Said Bylaws shall be subordinate to both legal requirements and the requirements of SHRM.

Section 10.4: Suspension and Expulsion.  Chapter Members or Resource or other business partners, may be suspended or expelled for violations of Bylaws, SC Nonprofit Corporation Act, state and local laws and SHRM's Code of Ethical and Professional Standards in Human Resource Management, with or without cause, after a hearing by the Board of Directors, and there shall be no recourse from that decision.

ARTICLE 11

PARLIAMENTARY PROCEDURE

Section 11.1:  Parliamentary Procedures.  Meeting of the Chapter shall be governed by the rules contained in Robert's Rules of Order (newly revised) in all cases to which they are applicable and in which they are consistent with the Law and the Bylaws of the Chapter, or the Board may employ some aspects of Robert's Rules of Order and adopt other Governance Policies and Practices that serve the best interest of the Chapter and the Board's operation.

ARTICLE 12

AMENDMENT OF BYLAWS

Section 12.1: Bylaw Amendment.  The Bylaws may be amended by a majority vote of the Chapter members present at any meeting at which a quorum exists and in which required notice has been met, provided that no such amendment shall be effective unless and until approved by the SHRM President/CEO or his/her designee as being in furtherance of the purposes of the SHRM and not in conflict with SHRM bylaws. Any motion to amend the bylaws shall clearly state that it is not effective unless and until approved by the SHRM President/CEO or his/her designee.

ARTICLE 13

CHAPTER DISSOLUTION

Section 13.1:  Chapter Dissolution.  In the event of the chapter's dissolution, the remaining monies in the Treasury, after chapter expenses have been paid, will be contributed to an organization decided upon by the Board of Directors at the time of dissolution (e.g. the SHRM Foundation, a local student chapter, the State Council, an HR degree program, or other such organization or charity with purposes consistent with those of the Chapter).

ARTICLE 14

WITHDRAWAL OF AFFILIATED CHAPTER STATUS

Section 14.1:  Withdrawal of Affiliated Chapter Status.  Affiliated Chapter status may be withdrawn by the President/CEO of SHRM or his/her designee as a representative of the SHRM Board of Directors upon finding that the activities of the Chapter are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status, the Chapter shall have an opportunity to review a written statement of the reasons for such proposed withdrawal and an opportunity to provide the SHRM Board of Directors with a written response to such a proposal within a thirty (30) day period. In addition, when the Chapter fails to maintain the required affiliation standards as set forth by the SHRM Board of Directors, it is subject to immediate disaffiliation by SHRM. After withdrawal of Chapter status, the SHRM Board of Directors may cause a new Chapter to be created, or, with the consent of the President/CEO of SHRM and the consent of the body which has had Chapter status withdrawn, may re-confer Chapter status upon such body.

ARTICLE 15

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 15.1:  Indemnification.  The Chapter shall indemnify any and all persons who may serve or whom have served after January 1, 2010 as directors or officers of the Chapter against any and all expenses, including amounts paid upon judgments, counsel fees and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit or proceeding in which they, or any of them, are made parties, or a party, which may be asserted against them or any of them, by reason of beinging or having been directors or officers or a director or officer of the Chapter, except this indemnification shall not operate with respect to a director or officer or person who has been adjudged in any action , suit, or proceeding guilty of willful and intentional misconduct in the performance of his duties to the Chapter.  Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interest of the Chapter.

The provisions hereof shall be in addition to or not exclusive of any and all other rights to which any director or officer may otherwise be entitled under any law, bylaw, agreement, vote of Chapter members or otherwise.  In the event of death of the officer or director, the provisions hereof shall extend to his legal heirs, representative, successors, and assigns.  The foregoing rights shall be available only to such person or persons that were in fact directors or officers at the time of incurring or becoming subject ot such expenses, and only if the proceeding, claim, suit or action is based on matters  that occur after the adoption of this Bylaw.

Section 15.2:  Directors and Officers Insurance.  The Chapter shall carry, and pay the cost of carrying a Director's and Officers insurance policy to cover persons serving as Chapter Board Members and Officers.


ARTICLE 16 

TERMS

Section 16.1:  Terms.  As used in these Bylaws, feminine or neuter pronouns shall be substituted for those of the masculine form, and the plurals shall be substituted for the singular number in any place where the context may require such substitution or substitutions.