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CONSTITUTION AND BYLAWS
TENNESSEE CHAPTER OF THE COLLEGE AND UNIVERSITY PROFESSIONAL
ASSOCIATION FOR HUMAN RESOURCES
(CUPA-HR)
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 key representative
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 may 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 Board of Directors
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 August 1, but not later than January 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/Co-Presidents-Elect, Secretary, and Treasurer.
All officers must be listed as a
representative of a higher education institution or governing board that is a
member of the CUPA-HR national organization.
A.
The President/Co-Presidents serve(s) 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/Co-Presidents-elect shall serve as the special aide(s) to
the President, and shall assume all presidential duties in the absence of the
President. The President/Co-Presidents-elect serve(s) as Chair/Co-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 one year. The current
President/Co-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/Co-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 annual meeting, which is generally held in the
spring.
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 or replaced 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(s) or replacement at least thirty days prior to the
closing date for receipt of votes as expressed in the proposed amendment(s) or
replacement 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
14th
day of April, 2009, in the
city of Knoxville, TN,
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