Board of Directors
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Requirements for Board of Directors are as follows:
- Be a Professional member of LSHRM
- Serve on a LSHRM Committee
Learn more about what it means to be on the Board and requirements below in our Lancaster SHRM Bylaws
ARTICLE 3 – DIRECTORS
Section 3.1 Powers. The business of the Corporation shall be managed by its Board of Directors, which shall consist of at least the number of Directors as required by Section 3.2, and may consist of a larger number as the Directors may determine from time to time with approval of the Voting Members.
Section 3.2 Qualifications. The Board of Directors shall consist of at least four (4) Professional Members and the President, First Vice President, Second Vice President, Secretary, Treasurer, and Immediate Past President. Only Professional Members may be Directors of the Corporation. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office.
Section 3.3 Election of Directors and Term Limits. The Board of Directors shall be elected at the annual meeting of Members. Each Director shall hold office for a term of two (2) years and shall serve until his or her successors are elected and are qualified. Directors may serve for any number of terms, provided that at any time after having served for two (2) consecutive terms, the Director refrains from serving as such for at least one (1) year.
Section 3.4 Vacancies. Vacancies on the Board of Directors shall be filled by the decision of a majority of the remaining Directors, even if less than a quorum. A Director selected to fill a vacancy shall serve until the expiration of the vacating Director’s term. If less than half of the term of a vacating Director remains when the vacancy is filled, the remainder of the unexpired term will not count against the term limits of the person filling the vacancy; however if half, or more than half, of the original term of office remains at the time the vacancy is filled, the remainder of the unexpired term will count as one (1) term for purposes of such term limits.
Section 3.5 Annual Meeting of the Board of Directors. The Board of Directors shall hold an annual meeting for the purpose of transacting the proper business of the Corporation. The annual meeting of the Board of Directors shall be convened without notice and as soon as practical after, and at the same location as, the annual meeting of Voting Members, or at such other date, time and place as shall be determined by a majority of the Board.
Section 3.6 Regular Meetings of the Board of Directors. Regular meetings of the Board of Directors may be held, without notice, at such location, within or without the Commonwealth of Pennsylvania, as a majority of the Directors may determine from time to time. A 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.
Section 3.7 Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called by the President or a majority of the Board of Directors on at least forty-eight (48) hours written notice to the Directors, unless there is an emergency situation (as determined by the persons authorized to call a special meeting), in which event a special meeting may be called upon less than 24 hours oral notice. Written notice of each special meeting of the Board of Directors shall specify the date and place of the meeting.
Section 3.8 Voting, Quorum and Majority Action. Each Director shall be entitled to one (1) vote. Voting by proxy is not permitted. A majority of the Directors in office shall constitute a quorum for the purpose of transacting business. Except as otherwise provided herein, the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.
Section 3.9 Telephone Meetings. Directors may participate in regular or special meetings of the Board of Directors remotely by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Directors so participating shall be deemed present at any such meeting.
Section 3.10 Presiding Director. All meetings of the Directors shall be called to order and presided over by the President. In the absence of the President, then the meeting shall be presided over by the First Vice President, or if he or she is not available, then by the Second Vice President. In the absence of the Second Vice President, the meeting shall be presided over by a chairperson of the meeting, whom shall be elected at such meeting by the Board of Directors.
Section 3.11 Method and Waiver of Notice. The written notice requirement for annual, regular, and special meetings shall be satisfied if notice is provided by hand-delivery, electronic mail, telecopier, U.S. Mail or nationally recognized express courier. Whenever any written notice is required to be given by statute or the Articles or these Bylaws, a waiver of the notice in writing, signed by the person or persons entitled to the notice, whether before or after the time stated in it, shall be deemed equivalent to the giving of the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting, except where the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Section 3.12 Action by Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, provided that, before or after the action, the Directors unanimously consent to the action in writing, which writing shall specify the action so taken, shall be signed by all of the Directors of the Corporation and shall be filed with the Secretary of the Corporation.
Section 3.13 Interested Directors or Officers; Quorum.
- General Rule: No contract or transaction between the Corporation and one or more of its Directors or officers or between the corporation and any other corporation, partnership, Corporation, or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (i) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors even though the disinterested Directors are less than a quorum; or (ii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors or the Members.
- Quorum: Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes a contract or transaction specified in subsection (a) of this section.
Section 3.13 Committee Representation: During his or her term as a Director, each Director shall serve on a Committee or Task Force, whether as a chairperson, co-chairperson, regular member or otherwise.
