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CONSTITUTION AND BYLAWS
TENNESSEE CHAPTER OF THE COLLEGE AND UNIVERSITY PROFESSIONAL
ASSOCIATION FOR HUMAN RESOURCES
(CUPA-HR)
(12/12/05)
ARTICLE I: IDENTIFICATION
Section 1: The name of this organization will be the Tennessee College and University Professional Association for Human Resources, Inc. (TN CUPA-HR).
Section 2: The operating year of the organization will be the fiscal year of July 1 through June 30.
Section 3: Robert’s Rules of Order (most recent publication) shall be the parliamentary authority governing this Chapter in all cases in which they are applicable and are not inconsistent with the By-Laws.
Section 4: The Chapter is not organized for profit or to engage in any activity normally carried on for profit and will operate within the meaning of Section 501(c)3 and 170 (c) of the Internal Revenue Code of 1954 (or the corresponding provisions of any further United States Internal Revenue law).
Section 5: No part of the net earnings of this organization shall inure to the benefit of, or be distributable to, its officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these By-Laws.
Sections 6: In no event, either during the operating of the Chapter or upon its dissolution, will the assets of the Chapter be used for any purposes other than exclusively educational and/or charitable purposes.
ARTICLE II: MISSION AND GOALS
Section 1: The mission of this organization will be to:
1. Provide opportunities for professional development and the exchange of human resource knowledge and experiences among human resource practitioners from all the diverse higher education institutions in Tennessee;
2. Provide leadership to improve the standards of performance in all aspects of human resources administration in Tennessee higher education;
3. Encourage adherence to professional standards of ethical behavior in human resource operations and activities in Tennessee higher education; and
4. Supplement and support the mission and focus of both the National CUPA-HR and Southern Region CUPA-HR organizations.
Section 2: The professional goals of this organization will be to:
1. Provide quality and timely educational programming and information to keep members informed about human resources (HR) issues and topics, including Tennessee governmental legislation enacted and new Tennessee HR and higher education policies, procedures, regulations, and interpretations;
2. Provide on-going networking opportunities and Tennessee sources for technical HR advice, specifically related to higher education;
3. Inform members and Tennessee legislators about higher education and HR concerns and issues;
4. Provide in-state, professional development HR workshops;
5. Develop and provide telecommunications contacts to rapidly disseminate selected CUPA-HR publications and other HR information among members within Tennessee via computer networks, (e.g., Internet);
6. Ensure cooperation and assistance in conducting Tennessee and area compensation surveys and other HR surveys and studies;
7. Provide annual state conferences with networking opportunities, and professional HR seminars/information;
8. Encourage informal brainstorming sessions to generate consensus on or for Tennessee views and information on critical national, regional, and state HR and higher education issues;
9. Promote diversity and awareness for the respect of cultural differences within the higher education environment;
10. Support National CUPA-HR and Southern Region CUPA-HR goals and activities.
ARTICLE III: MEMBERSHIP
Section 1: Institutional Member. All higher education institutions officially operating in Tennessee, whether public or private or four-year or two-year, including coordinating bodies such as a university system headquarters, state boards of higher education, and college district offices will be eligible for Institutional Membership. Each institution may designate an unlimited number of institutional HR representatives to participate in Chapter activities and business matters. Each institution with current dues paid shall be considered a member and will designate one person to vote on official Chapter business matters. There will be one vote per institution.
Section 2: Other Members. Included in this category are individuals who are professionally engaged in the practice of human resources or personnel in higher education or in directly-related activities such as faculty teaching human resources or management or students majoring in human resources or management. Members in this category will not have a vote for official Chapter business matters.
Section 3: Corporate Members. Individuals or organizations which are not eligible for individual and/or institutional membership but which are attuned to the needs and purposes of higher education human resource professionals may become corporate members of TN CUPA-HR. Corporate members shall designate a key representative to receive all mailings, receive the annual dues invoice statement, and be included in the TN CUPA-HR directory. If a corporate member wishes to have additional staff to receive TN CUPA-HR mailings and be included in the TN CUPA-HR directory, it may do so by paying an additional fee as determined by the Chapter. Corporate members are not eligible to hold elected office and may not vote in any matters brought before the Association.
Section 4: Termination of Membership. Membership in the Chapter may be terminated for good cause by a two-thirds vote of the Executive Committee. Corporate membership and attendant privileges may be suspended or revoked for just cause by a vote of the Executive Committee. If membership is terminated, the member is not entitled to a refund of any Chapter dues. Membership shall be automatically terminated for non-payment of annual dues for any membership category, after sufficient notice is given.
Section 1: Dues Amount. Membership dues of the Chapter shall be for such amounts as recommended by the Executive Committee and approved by a majority of members present and voting at a regular meeting of the Chapter, or by a majority of votes cast in the event of a mail ballot, provided that the Chapter shall be notified of any proposal for a change in dues at least thirty days prior to the date of action.
Section 2: Payable Date. Dues for the membership year are payable on July 1, but not later than December 31. Dues for joining during the second half of the membership year shall be one-half of the regular annual amount. Membership shall be effective during the membership year for which dues are paid and for no longer than six months thereafter.
ARTICLE V: MEETINGS
Section 1: Regular Meetings. Regular meetings will usually be held twice a year at such times and places as the Executive Committee may designate. Agenda items (including New Business) will be considered “official chapter business” subject to the provisions of Article III, Membership, regarding voting eligibility. A simple majority of votes cast by eligible voters will signify approval. The last meeting held before June 30 of each year shall be designated as the Annual Meeting.
Section 2: Special Meetings. Special meetings may be called by the Chapter President/Co-Presidents, or in the case of the absence of the President/Co-Presidents, by the President-Elect. A special meeting shall be called upon the written request of any ten (10) members. All members will be given advance notice in writing of all meetings held.
Section 1: Definitions. The officers of the Chapter will constitute the Executive Committee and will consist of a President/Co-Presidents, a President/Presidents-Elect, a Past-President, a Secretary, and a Treasurer. Every effort should be made to have officers who represent the diverse nature of the membership. Verified contact with a simple majority of the members of the Executive Committee shall constitute a quorum for the purpose of transacting business. Any vacancy in the Executive Committee will be filled for the unexpired term by appointment by the President/Co-Presidents.
Section 2: Terms of Office. The officers of the Chapter will be elected for a term of two years. The current President/Presidents-Elect shall automatically become President at the time of election of new officers provided he/she is currently a member in good standing. The current President/Co-Presidents shall automatically become Past-President(s) at the time of election of new officers provided he/she is currently a member in good standing. The President/Co-Presidents, President/Presidents-Elect, Past President/Co-Presidents, Secretary, and Treasurer shall assume office the following July 1 following an election.
Section 3: Duties of Officers. The duties of the officers will be as follows:
The PRESIDENT/CO-PRESIDENTS will preside at meetings and will have
general charge and supervision of the affairs and business of the Chapter.
He/she will appoint Committee Chairs and assist in guiding their work to
accomplish the mission and goals of the Chapter. He/she will provide
notice of regular and special Chapter meetings to members.
The PRESIDENT/PRESIDENTS-ELECT will, in the absence of the
President/Co-Presidents, perform the duties, have the authority, and
exercise the powers of the President/Co-Presidents. He/she will
perform such other duties and have such other responsibilities as the
President/Co-Presidents may from time to time prescribe or delegate in
preparing for the position of President/Co-Presidents.
The PAST PRESIDENTS/CO-PRESIDENTS will provide advice to the
President/Co-Presidents and serve as a member of the Executive Committee.
He/she will assume special projects upon request of the
President/Co-Presidents.
The SECRETARY will be responsible for the preparation of a record of
the proceedings of all regular and special meetings of the Chapter. In
July of each year, the Secretary is responsible for preparing a list of the
current officers, a list of the current membership, and noting the projected
meeting schedule of the Chapter for that year. These items shall be
brought to the attention of the National Office and the Southern Region
Chair. At least two weeks prior to the Annual Meeting, the Secretary
shall prepare an accurate roster of Chapter members. The roster will
include names, titles, street and e-mail addresses, and telephone and fax
numbers. The roster shall be distributed to all members at the Annual
Meeting.
The TREASURER will be responsible for the financial affairs of the Chapter. This will include the collection of dues, payment of bills, and the preparation of the financial status report at least two weeks prior to the regular Chapter meetings, and upon request by the President/Co-Presidents. Distribution methods shall be directed by the President/Co-Presidents.
Section 1: Methods. An election of officers will be held at the Annual Meeting before the upcoming election year. The Nomination and Election Committee shall be charged with the responsibility of conducting a fair and impartial election.
Section 2: Status Requirements. All officers of the Chapter are encouraged to be members of National CUPA-HR. The president is required to hold national membership during the term of office, as specified by National CUPA-HR.
Section 3: Voting Procedures. Candidate names for each office to be filled will be placed upon the ballot in a random order. Election to office shall be by a simple majority of votes cast by eligible voting members. Election shall take place at the Annual Meeting of the Chapter before the upcoming election year.
Section 1: Executive Committee. The Executive Committee will serve as the Board of Directors for the Chapter. It is charged with advising, counseling, and assisting the President/Co-Presidents in meeting the mission and goals of the Chapter. It will have full power and authority to exercise its functions and the business of the Chapter during the interim between meetings of the general membership.
Section 2: Program/Professional Development Committee. This committee will arrange programs that will be informational and useful to the members on a cost-effective basis. Utilization of professional resources and programs available within the Chapter membership is encouraged.
Section 3: Nomination and Election Committee. Prior to the Annual Meeting of the upcoming election year, the President/Co-Presidents will appoint this committee (consisting of three members representing diverse membership) to prepare a slate of officers for election. The committee will solicit suggestions and/or nominations for candidates for each elective office to be filled. The Committee will also encourage members to volunteer for consideration. Candidates shall be contacted by the Committee in order to ascertain their willingness to be placed on the ballot. Membership in the Tennessee Chapter and any required national status shall be confirmed by the Nomination and Election Committee prior to the presentation of the slate of officers to the membership for voting.
Section 4: Legislative Affairs Committee. This committee shall prepare and present federal and Tennessee state legislative issues, interpretations, and information about HR and higher education to the membership at regular meetings. The committee may schedule legislative speakers, debates, or panels in coordination with the Program/Professional Development Committee.
Section 5: Membership Committee. This committee shall communicate with all public and private, two-year and four-year higher education institutions within Tennessee at least once per year to inform them about benefits of membership in the Chapter. The committee shall regularly provide the Secretary information to maintain an updated membership roster. The roster will include names, titles, street and e-mail addresses, and telephone and fax numbers.
Section 6: Publications/Communications Committee. This committee will be responsible for the effective publication and communication of Chapter news and initiatives. This committee plays a key role in increasing interaction between members throughout the year. The committee develops and distributes conference brochures and newsletters, and e-mail announcements to membership; designs and maintains the TN CUPA-HR website and listserve; and maintains and updates the by-laws and brings the by-laws before membership for a two-thirds majority vote.
Section 7: General. Other Committees may be appointed by the President/Co-Presidents as deemed necessary. Each committee chair will be responsible for selecting committee members, in consultation with the President/Co-Presidents.
Section 1: Definitions. The Chapter will present two awards annually to deserving Chapter members, if deemed appropriate by the Executive Committee. One award will be for Outstanding Chapter Service by a member who has contributed the most over the past year to furthering the overall mission and goals of the Chapter. The other award will be for the Outstanding Human Resources Practitioner to recognize an individual member who has made a significant and truly professional contribution to the practice of human resources management in higher education over the past year.
Section 2: Committee Composition. The President/Co-Presidents will appoint an ad hoc Awards Committee of three people, representing public, private, and two- and four-year college membership, to select the two award winners.
ARTICLE X: AMENDMENTS
Any provisions of these By-Laws may be amended by a majority vote of eligible voting members present at a properly-called meeting of the Chapter. Provisions proposed for amendment must be communicated in writing by the President/Co-Presidents or designee to Chapter members at least 30 days prior to the meeting at which the vote will be taken.
Adopted December 12, 2005.
ARTICLE I. Name
The name of
the Chapter is the Tennessee Chapter of the College and University Professional
Association for Human Resources (CUPA-HR), herein referred to as the “Chapter.”
ARTICLE II.
Affiliation
The Chapter
is affiliated with the College and University Professional Association for Human
Resources. This Chapter includes the state of Tennessee.
ARTICLE III. Purpose
The
Chapter supports the purpose of CUPA-HR which is to provide global leadership to
the higher education human resources profession and the higher education
community by offering essential knowledge, resources and connections that
enhance individual and institutional capacity and competitiveness.
The Chapter
is organized and is to be operated exclusively for charitable and educational
purposes within the meaning of sections 501(c)(3) and 170(c)(2)(B)
of the Internal Revenue Code of 1954 (or the corresponding provisions of any
further United States Internal Revenue law). The Chapter shall not carry on any
activities not permitted to be carried on by organizations exempt from federal
income tax under these statutes.
The purpose will be accomplished through:
1.
The Chapter shall exist to
facilitate the exchange of ideas, to conduct research and analysis and to
transmit information which will enhance the opportunities for professional
growth and development among HR practitioners in the field of Higher Education.
2.
Foster increased unity,
collaboration and cooperation among all institutions of higher education in the
state.
3.
Provide opportunities for
networking and the exchange of human resources knowledge and experiences among
human resources practitioners of higher education institutions in Tennessee.
4.
Provide quality and timely
educational programming and information to keep members informed about human
resources (HR) issues and topics, including relevant legislation enacted which
may impact higher education policies, procedures, regulations and
interpretations.
5.
Provide in-state, professional
development HR workshops.
6.
Encourage informal brainstorming
sessions to stimulate dialogue for views and information on critical national,
regional and state HR and higher education issues.
7.
Promote diversity and awareness
for the respect of cultural differences within the higher education environment.
8.
Supplement and support the mission
and focus of both the National CUPA-HR and Southern Region CUPA-HR
organizations.
In support of the national organization, chapter leaders will
strive to apply the following values to the work of the Chapter:
ARTICLE IV.
Membership
Section 1. Classes of Membership
The Tennessee chapter of CUPA-HR offers three (3) membership categories for higher education institutions, organizations and individuals wishing to become involved with work and programs of the chapter.
A.
Institutional and Affiliate Organization Membership.
Institutional membership in the Chapter is open to all colleges, universities,
departments and system offices in the geographic area represented by this
chapter. The dues structure and the number of representatives for institutional
members is: All higher education
institutions officially operating in Tennessee, whether public or private or
four-year or two-year, including coordinating bodies such as a university system
headquarters, state boards of higher education, and college district offices
will be eligible for Institutional Membership.
Each institution may designate an
unlimited number of institutional HR representatives to participate in Chapter
activities and business matters.
Each institution with current dues
paid shall be considered a member and will designate one person to vote on
official Chapter business matters. There will be one vote per institution.
B.
Corporate Membership.
Individuals or organizations which are not eligible for individual and/or
institutional membership but which are attuned to the needs and purposes of
higher education human resource professionals may become corporate members of TN
CUPA-HR. Corporate members shall designate a key representative to receive
all mailings, receive the annual dues invoice statement, and be included in the
TN CUPA-HR directory. If a corporate member wishes to have additional
staff to receive TN CUPA-HR mailings and be included in the TN CUPA-HR
directory, it may do so by paying an additional fee as determined by the
Chapter. Corporate members are not eligible to hold elected office and may
not vote in any matters brought before the Association.
C.
Individual Membership.
Individual memberships are available to individuals who are professionally
involved in the field of human resources but who would otherwise not be eligible
to join CUPA-HR as an Institutional member representative. Individual
representatives may be elected to a chapter officer role but are not eligible to
hold the office of Chapter President and will not have a vote for official
Chapter business matters.
In addition to the three (3) membership categories
defined above, there are two special membership designations:
D.
Honorary Life Membership.
Honorary Life Membership is a special designation given to retired higher
education human resources professionals who have rendered distinguished service
in advancing or upholding the purposes of the Chapter. Honorary Life members are
so designated by a majority vote of the members of the Chapter. Honorary life
members do not vote, but may serve on committees and task forces.
E.
Student Membership. Student
membership is available to full-time matriculating undergraduate and graduate
students in good standing with his/her institution. Student members may not be
employed full time. Student members can serve on committees and task forces but
may not vote on matters brought before the chapter membership.
Section 2.
Termination of Membership
Membership in
the Chapter may be terminated for good cause by a two-thirds vote of the Board
of Directors. If membership is terminated, the member is not entitled to a
refund of any Chapter dues. Membership shall be automatically terminated for
non-payment of annual dues for any membership category, after sufficient notice
is given.
Section 3.
Dues and Fiscal Year
A: Dues Amount. Membership dues of
the Chapter shall be for such amounts as recommended by the Executive Committee
and approved by a majority of members present and voting at a regular meeting of
the Chapter, or by a majority of votes cast in the event of a mail ballot,
provided that the Chapter shall be notified of any proposal for a change in dues
at least thirty days prior to the date of action.
B: Payable Date. Dues
for the membership year are payable on July 1, but not later than December 31.
Dues for joining during the second half of the membership year shall be one-half
of the regular annual amount. Membership shall be effective during the
membership year for which dues are paid and for no longer than six months
thereafter.
Section 1.
Officers
The affairs
of the Chapter shall be governed by a Board of Directors consisting of: Past
President/Co-Presidents, President/Co-Presidents,
President-Elect/Presidents-Elect, Secretary, and Treasurer.
All officers must be listed as a
representative of a higher education institution that is a member of the CUPA-HR
national organization. All officers must be an employee of a post-secondary
educational institution in Tennessee.
A.
The President/Co-Presidents serves as the Chief Volunteer of the Chapter
and partners with the regional and national CUPA-HR boards to achieve the
Association’s mission. The President provides leadership to the Board of
Directors, who sets policy for the Chapter. The President also chairs meetings
of the Board after developing the agenda and helps guide and mediate Board
actions with respect to organizational priorities and governance concerns.
The
President may appoint committees as he or she determines is advisable to assist
in accomplishing the mission and goals of the Chapter.
B.
The President-elect/Co-Presidents shall serve as the special aide to the
President, and shall assume all presidential duties in the absence of the
President. The President-elect serves as Chair of the Program Planning Committee
charged with planning and implementing the annual conferences and meetings of
the chapter.
C.
The Past President/Co-Presidents shall act as advisor to the President
and the Board to ensure continuity of leadership.
D.
The Treasurer shall ensure that the Chapter operates on sound fiscal
principles. The Treasurer shall present to the Board of Directors the Chapter’s
annual budget and periodically report on the Chapter’s fiscal status. The
Treasurer shall recommend to the Board of Directors all fiscal policies and
operating procedures.
E.
The Secretary shall record all official actions of the Board of Directors
and of the membership at the Chapter’s annual business meeting. The secretary
will also ensure that members are notified of time, date and place of meetings,
and ensure distribution of agenda materials.
Section 2. Chapter
Officer Selection Criteria
A.
Commitment to the Chapter and its activities.
B.
All individuals holding office must be listed as a representative of a
higher education institution that is a member of the CUPA-HR national
organization.
C.
A human resource professional who is currently in the field with no less
than 50% of her/his job devoted to human resources activities.
D.
Provide leadership that is consistent with CUPA-HR’s commitment to
providing equal opportunity for participation in all aspects of the organization
without regard to race, gender, national/ethnic origin, sexual orientation, age
or handicapped status.
Section 3. Term of
Office and Tenure
Terms of Office. The officers of the Chapter will be elected
for a term of two years. The current President/Presidents-Elect shall
automatically become President at the time of election of new officers provided
he/she is currently a member in good standing. The current
President/Co-Presidents shall automatically become Past-President(s) at the time
of election of new officers provided he/she is currently a member in good
standing. The President/Co-Presidents, President/Presidents-Elect, Past
President/Co-Presidents, Secretary, and Treasurer shall assume office the
following July 1 following an election.
Section 4. Key
Responsibilities of the Board of Directors
A.
Provide proper financial oversight including development of an annual
budget and the implementation of proper financial controls.
B.
Ensure adequate resources to fulfill the Chapter’s mission.
C.
Ensure legal and ethical integrity and maintain accountability.
D.
Recruit and orient new board members and assess board performance.
E.
Promote the Chapter and the Association within the higher education and
human resources communities.
Section 5.
Vacancies
In the event
of a vacancy in any office, the Board of Directors shall make an interim
appointment that shall be for the remainder of the former incumbent’s term of
office. The President-Elect will serve in the absence of the President.
Section 6.
Removal from Office
An Officer
may be removed from the Board of Directors for cause by a two-thirds vote of
Officers then in office and present at any regular or special meeting of the
Board of Directors. The proposed removal shall be set forth in the notice of any
such regular or special meeting, sent at least 10 days prior thereto.
Section 7.
Officer Compensation
Officers
shall not receive any stated salaries for their services.
The Chapter shall meet annually at a time and place designated
by the Board of Directors. Sixty
days notice shall be given by the Board of Directors to members of the Chapter
of such dates and places as may be determined for the Annual Meeting. Except as
provided elsewhere in these Bylaws, a majority vote of members present and
voting at a properly called meeting shall be sufficient to carry any matter
before the Chapter.
Officers will be elected
by the membership at the (fall/spring) meeting.
Meetings of the Chapter may be postponed or suspended by the
Board of Directors when necessary because of exceptional circumstances but
notification of such postponement or suspension and the reason therefore shall
be given to the membership whenever possible at least thirty days in advance of
the date on which the meeting of the Chapter ordinarily would be held.
Except as herein provided “Robert's Rules of Order as Revised”
shall govern the proceedings of the Chapter during the Annual Meeting.
The Board of Directors shall meet at the call of the
President, and a majority of the membership of the Board shall constitute a
quorum for the purpose of transacting business. Except as provided elsewhere in
these Bylaws, a majority vote of board members present and voting at a properly
called meeting shall be sufficient to carry any matter before the board.
A.
Action by Unanimous Written
Consent:
Unless otherwise restricted by the Articles of Incorporation or these Bylaws,
the Board may take action without holding a meeting if all Officers consent in
writing to the adoption of a resolution authorizing or ratifying an action, and
the written consent is filed with the minutes of the proceedings of the Board.
Electronic mail or facsimile mail may be used to provide consent in writing.
B.
Telephonic Conferences:
An Officer may participate in a meeting of the Board by a conference
telephone or similar communication equipment by which all persons participating
in the meeting may communicate with each other, if all participants are advised
of the communications equipment, and if the names of all participants in the
conference are divulged to each participant. Participation in a meeting pursuant
to this Section constitutes presence in person at the meeting.
Article VII. Limitation of
Liability, Indemnification and Insurance
Section 7.01
Limitation of Liability. To the fullest extent permitted by Delaware law now
in effect and as amended from time to time, a Trustee [Director] of this
Corporation shall not be personally liable for monetary damages as such for any
action taken, or any failure to take action, unless the Trustee [Director] has
breached or failed to perform the duties of his or her office under the GCL, or
any successor provisions thereto, and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
This provision shall not apply to the responsibility or liability of a
Trustee [Director] for payment of taxes pursuant to local, State or Federal law.
Section 7.02
Indemnification.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a Trustee [Director] or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, as follows:
(a) If the action, suit or
proceeding is not by or in the right of the Corporation:
(1) against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith to the extent that he has been successful on the merits or
otherwise in defense of such action, suit or proceeding, or of any claim, issue
or matter therein; and
(2) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection therewith if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful;
(b) if the action, suit or
proceeding is by or in the right of the Corporation:
(1)
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith to the extent that he has been
successful on the merits or otherwise in defense of such action, suit or
proceeding, or of any claim, issue or matter therein; and
(2) against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense of settlement thereof if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation for negligence or misconduct in the performance of his
duty to the Corporation, unless and only to the extent that the Court of
Chancery of the State of Delaware or the Court in which such action, suit or
proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity.
Section 7.03.
Indemnification Procedure. Any indemnification under Paragraph 7.02(a)(2) or
(b)(2) (unless ordered by a court or made pursuant to a determination by a court
as hereinafter provided) shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the
Trustee [Director] or officer is
proper in the circumstances because he has met the applicable standard of
conduct set forth in said Paragraph 7.02(a)(2) or (b)(2) above. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of Trustees [Directors]
who were not parties to such action, suit or proceeding; or (b) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested
Trustees [Directors] so directs, by
independent legal counsel in a written opinion. In the absence of a
determination that indemnification is proper as aforesaid, the Director or
officer may apply to the Court of Chancery of the State of Delaware or the court
in which the action, suit or proceeding was brought, which shall determine
whether the Trustee [Director] or
officer has met the applicable standard of conduct set forth in such Paragraph
7.02(a)(2) or (b)(2). If the court shall determine that he has, indemnification
shall be made under such Paragraph 7.02(a)(2) or (b)(2).
Section 7.04 Payment of Indemnification Expenses in Advance.
Expenses incurred in defending an action, suit or proceeding referred to
in Paragraph 7.03 hereof may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Trustee [Director] or by a court in
the manner provided in Paragraph 7.04 hereof, upon receipt of an undertaking by
or on behalf of the Director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in Paragraph 7.03 hereof.
Section 7.05
Other Indemnification Rights.
The indemnification provided by these By-Laws shall not be deemed exclusive of
any other rights to which a person seeking indemnification may be entitled under
any statute, agreement, vote of disinterested
Trustees [Directors], or otherwise
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a Trustee [Director] or officer
and shall inure to the benefit of the heirs, executors and administrators of
such person.
Section 7.06 Indemnification Insurance.
The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a Trustee
[Director] or officer of the Corporation or who is or was serving at the
request of the Corporation as a Trustee
[Director] or officer of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of these By-Laws.
Section 7.07
Successor Rights to Indemnification.
The indemnification and advancement of expenses provided by or granted
pursuant to these Bylaws shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a trustee, officer,
employee or agent of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person.
Section 7.08
Effective Date. The
indemnification provisions of this Article VII, Sections 7.02 through 7.08,
shall apply to any actual or alleged breach of performance of duty, failure of
performance of duty, action, or inaction of any person who is indemnified
hereunder occurring on or after the adoption of these Bylaws.
Any provision in these Bylaws may be amended by a two‑thirds
majority vote of members present and voting at the regular annual business
meeting of the Chapter, or by a two‑thirds majority of the votes cast in the
event of a ballot, provided that members of the Chapter have access to any
proposed amendment or amendments at least thirty days prior to the closing date
for receipt of votes as expressed in the proposed amendment(s) provided to
members. Notice to members of the Chapter may be delivered via posting on the
Chapter Web site, by publication in the Chapter newsletter, or by written
distribution to members. If notification via posting on the Web site is
selected, members will be alerted with an e-mail directing them to the site.
The Chapter
may be dissolved upon a two-thirds vote of a quorum of eligible voting members
of the Chapter at a properly called meeting of the Chapter. Upon the dissolution
and liquidation of the Chapter, the Board of Directors shall, after paying or
making provisions for the payment of all liabilities of the Chapter, distribute
all Chapter assets to a nonprofit fund, foundation, association, or corporation
in the Human Resources field which is recognized and operated exclusively for
charitable and educational purposes with the meaning of Sections 501(c)(3) and
170(c)(2)(B) of
the Internal Revenue Code of 1954, or the corresponding provisions of any future
United States Internal Revenue Law, as selected by the Board of Directors.
Any such assets not so disposed of shall be disposed of by the
Court of Common Pleas, or the equivalent thereof, of the county in which the
principal office of the Chapter is then located, exclusively for such purposes
or to such organization or organizations as said Court shall determine, which
are organized and operated exclusively for such purposes.
The Chapter
is at liberty to utilize any method of communication approved by majority vote
of their Board to conduct elections (including nominating procedures) or to vote
on bylaws changes. Such methods may include, but not be limited to, secret
ballots, e-mail ballots, written ballots, mail ballots, or a combination
thereof. Where specific reference is made herein to ballot type, this provision
shall take precedence.
These Bylaws
are adopted and ratified by a two-third majority vote of persons present at a
regular meeting on the
______
day of ________, 2008, in the
city of ___________________________,
(insert name of state).
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