Constitution and By-Laws

OHIO CHAPTER of the COLLEGE AND UNIVERSITY
PROFESSIONAL ASSOCIATION for HUMAN RESOURCES
(CUPA-HR)

ARTICLE I:  NAME
The name of this Chapter is the Ohio 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 colleges and universities within the state of Ohio. 

ARTICLE III:  PURPOSE

Section I:  General
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 enhances individual and institutional capacity and competitiveness.

Notwithstanding any other provision of these By-Laws, the Chapter will not carry on any other activities not permitted to be carried on (1) by a corporation exempt from taxation under Section 501 (c) (6) of the Internal Revenue Code of 1986, or (2) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986, or corresponding sections of any future federal tax code.

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 of Ohio.
  3. Provide opportunities for networking and the exchange of human resources knowledge and experiences among human resources practitioners of higher education in Ohio.
  4. Provide quality and timely educational programming and information to keep members informed about human resources 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 Midwest 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:

  • Inclusive Membership
    We perceive CUPA-HR to be the collective voice of the higher education human resource community and strive to ensure that our membership includes all institutions, individuals and organizations with a vested interest in the higher education human resource profession.
  • Integrity
    We honor our commitments, make decisions in the best interest of our members, and act as responsible stewards of association resources.
  • Excellence
    We hold to the highest standards in all that we do as we endeavor to exceed our members’ expectations.
  • Partnerships
    We recognize the benefits of partnership and explore all opportunities to collaborate with other associations and organizations to advance our objectives.
  • Responsiveness
    We respond to members’ needs inquiries and requests in a timely manner and consistently seek their feedback to improve our products and services.
  • Diverse Perspectives
    We value diverse points of view and actively solicit the input of our members in making decisions about the association.

ARTICLE IV:  MEMBERSHIP
Any chartered institution of higher education or division thereof in the State of Ohio is eligible for institutional membership with one designated voting representative.  Where a multi-campus situation exists, each organized campus will be considered a separate institution for purposes of membership. Coordinating bodies will be eligible for membership and will be considered a separate institution for purposes of membership.

Section 1: Voting Privileges
Each institutional member will designate a key representative who will be the voting member for that institution. Any voting member may delegate his/her vote to another member or may cast a vote inabsentia.

 Section 2: Dues & Fiscal Year
Annual membership dues will be assessed of each institutional member and will provide voting privileges for the key representative of the institution. A change of the membership dues will be established by a simple majority of the voting membership present at the annual meeting.

The Chapter fiscal year will be the calendar year. Dues should be paid by the middle of July.

Applicable registration fees for meetings, conferences, or seminars will not be considered as dues. If, for any reason, the membership determines the Chapter is to be dissolved, a majority vote of members present at a properly-called meeting will be required and all remaining treasury funds will be forwarded to the National CUPA-HR Office.

ARTICLE V:  ORGANIZATION
Section 1: Officers
The affairs of the Chapter shall be governed by a Board of Directors consisting of: President, President-Elect, Secretary, Treasurer, Program Chair and Program Chair-Elect.

Chapter Officer Criteria

A. FOR OFFICERS:

  1. Commitment to the Chapter and its activities, as demonstrated by active participation in the work of the Chapter’s committees. 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.
  2. A human resources professional who is current in the field, with no less than 50% of her or his job devoted to human resources activities.
  3. 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, veteran, religion or handicapped status.

B.   FOR A PROCESS TO NOMINATE OFFICERS:

  1. Prior to the final meeting of each calendar year, the President will appoint two members to serve on the Nominating Committee in accordance with Section 4 of the Chapter’s Constitution and By-Laws.
  2. The Chair of the Nominating Committee will request nominations at the final meeting of each calendar year meeting of the Chapter. This will be done as part of the official business meeting and will be followed with an announcement mailed to the designated key representatives at each member institution. The announcement will include a nomination form, the criteria for officers, the deadlines for submitting nominations and a return envelope.
  3. Nominations will be open for four (4) weeks from the date of the mailing.  Members may nominate themselves or be nominated by other members by completing the nomination form and returning it to the Chair of the Nominating Committee.
  4. Nominations received more than five (5) work days after the deadline for nominations will be disqualified, unless the post office stamp cancellation date on the envelope indicates that the mailing occurred on or before the deadline.
  5. The Chair of the Nominating Committee will organize the nominations and review them with the committee members. If the number of qualified candidates for open positions exceed the need, decisions will be based on who is relatively more qualified vis-à-vis the criteria for officers and which slate of candidates best meets the Chapter’s specified representation criteria.
  6. The Nominating Committee will present its recommended slate of officers at the first meeting of each calendar year.
  7. Election will be by simple majority of the voting membership present (one vote per member institution), as specified by Section 4 of the Constitution and By-Laws.

C.  TO ACHIEVE REPRESENTATION OF THE CHAPTER’S MEMBERS IN THE OFFICER’S GROUP:

  1. The member institutions are diverse in many regards: two-year/four-year institutions, colleges/universities, large/small institutions, public/private, geographical location, etc.
  2.  The institutional representatives are also diverse in many regards: race, gender, national/ethnic origin, sexual orientation, age, handicapped status, etc.
  3. It is this Chapter’s goal that, to the fullest extent possible, the officer’s group will be representative of its membership with regard to the categories enumerated in C-1 and C-2 above.

Section 2:  Term of Office
Term of office for the President, President-Elect, Program Chair and Program Chair-Elect shall begin from the date of election and shall continue until the election of new officers at the meeting one (1) year hence.

Term of office for the Secretary, Web-master, and Treasurer shall begin from the date of election and shall continue until the election of new officers at the meeting two (2) years hence.

Section 3: Duties
The President is responsible for carrying out the objective and purposes of the Chapter and for the conduct of the Chapter’s business.

The President-Elect shall promote membership in the Chapter, serve in the absence of the President, chair the nominating committee for new officers, and arrange for gifts for outgoing officers.

The Secretary shall record minutes of all meetings, committee as well as membership, and ensure that members are notified of time, date, place and agenda of meetings.

The Treasurer shall collect appropriate dues and maintain proper financial records including the payment of debts and expenses attributed to the organization.

The Program Chair shall chair the Program Committee, in consultation with the President, to plan and carry out the programmatic functions of the Chapter.

The Program Chair-Elect shall carry out the duties assigned by the Program Chair to achieve the intended results from programmatic functions.

 A list of specific duties for all of the above positions is attached and will be distributed to each incoming officer by the Chair of the Nominating Committee.

Section 4: Elections
An election will be held during the first meeting in each calendar year when a term of office expires. A slate of candidates will be recommended to the membership by the Nominating Committee, two members for which are appointed by the President. The Chair of the Nominating Committee will be the former President. Elections will be by a simple majority of the voting membership present (one vote per member institution).

Section 5: Executive Committee and Subcommittees
The membership of the Executive Committee will consist of the officers of the Chapter. The President-Elect will serve in the absence of the President.

A majority vote of the Executive Committee members present at a properly-called meeting is sufficient to carry any issue before the Executive Committee.

The President, with the concurrence of the Executive Committee, may appoint subcommittees to serve in each of the areas designated below. The President will designate one individual for each subcommittee as the chairperson for such a group. The purpose of such subcommittees will be to advise and assist the President and Executive Committee in the furtherance of the Chapters purposes and objectives.

  1. Public Sector Institutions
  2. Private Sector Institutions
  3. Labor and Employee Relations
  4. Employment
  5. Salary and Classification
  6. Training and Development
  7. Benefits
  8. Community Colleges

Section 6: 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 7: Vacancies
In the event of a vacancy in any office, the Executive Committee shall make an interim appointment which shall be for the length of the former incumbent’s term of office. The President-Elect will serve in the absence of the President.

Section 8: 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 9: Officer Compensation
Officers shall not receive any stated salaries for their services.

 ARTICLE VI:  MEETINGS

Section 1: Chapter Annual Meetings
The Chapter will meet at a time and place designated by the President. Members will be notified at least 30 days in advance of meetings. A majority vote of members present at a properly-called meeting is sufficient to carry an issue before the Chapter. All meetings will be conducted according to Robert’s Rules of Order. Officers will be elected by the membership at the spring meeting.

Special meetings of the Executive Committee may be called by the President and will be called by the President or Secretary at the direction of not less than two officers then in office. Any request for such meetings will state the purpose or purposes of the proposed meeting.

Section 2: Board of Directors
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.

Article VIII. Dissolution of the Chapter
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.

Article IX.  Miscellaneous

Section 1:  Methods of Voting
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.

ARTICLE X:  AMENDMENTS
Any provision of these By-Laws may be amended by two-thirds majority of members present at a regular 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.

ARTICLE XI:  EFFECTIVE DATE
These By-Laws are adopted and ratified by a two-third majority vote of persons present at a regular meeting, held in the city of Columbus, Ohio, on the 29th day of December, 1988.

Amended:
December 6, 1990
October 26, 1995
October 23, 1997
October 6, 1998
May 5, 2000
November 7, 2003
November 8, 2008

RESPONSIBILITIES OF OHIO CUPA OFFICERS

 Revised January 2008

 President Term of Office: 1 year
The President is responsible for carrying out the objective and purposes of the Chapter and for the conduct of the Chapter’s business. Duties include:

  1. Preside at all Chapter meetings.
  2. Serve as Chair of the Executive Committee.
  3. Serve as ex-officio member of the Program Committee to plan and carry out the programmatic function of the Chapter.
  4. Coordinate creation of Chapter’s legal documents.
  5. Establish agenda for planning meetings and notify participants of date, time and location of planning meetings.
  6. Send notices and announcements to national office of upcoming chapter events.
  7. Solicit and recruit sponsors for chapter fall and spring conferences.
  8. Notify members and non-member institutions of time, date, place and agenda for all membership meetings.
  9. Maintain historic President’s file, while in office, and transfer all files to successor.

President-Elect Term of Office: 1 year
The President-Elect shall promote membership in the Chapter and serve in the absence of the President. Duties include:

  1. Contact non-member Ohio institutions to promote/increase membership in the Chapter.
  2. Act as Chair of the Nominating Committee
  3. Maintain historical President-Elect’s file while in office and transfer all files to successor.
  4. Solicit and recruit sponsors for chapter fall and spring conferences.
  5. Compile conference agenda for the Treasurer to distribute to member and non-member institutions on the mailing list.

Program Chair Term of Office: 1 year
The Program Chair shall chair the Program Committee, in consultation with the President, to plan and carry out the programmatic functions of the Chapter. Duties include:

  1. Make arrangements for location of meetings.
  2. Finalize arrangements with presenters and sponsors.
  3. Arrange for AV equipment and set up of meetings.
  4. Arrange all meals included with meetings.
  5. Arrange for presenter gifts for the conference
  6. Solicit and recruit sponsors for chapter fall and spring conferences
  7. Maintain historical Program Chair’s file while in office and transfer all files to successor.

 Program Chair-Elect Term of Office: 1 year

The Program Chair-Elect shall carry out the duties assigned by the Program Chair to achieve the intended results from programmatic functions. Duties include:

  1. Provide assistance as needed and directed by the Program Chair.
  2. Serve in the absence of the Program Chair.
  3. Maintain historic Program Chair-Elect’s file while in office and transfer all files to successor.

 Secretary Term of Office: 2 years
The Secretary shall record minutes of all meetings, committee as well as membership. Duties include:

  1. Distribute and read minutes of the prior meeting(s) at each Chapter membership meeting.
  2. Take attendance at each Chapter membership meeting.
  3. Provide name tags for all meeting participants.
  4. Send minutes of committee meetings to all members of the committee.
  5. Work with national CUPA-HR to manage chapter website.
  6. Solicit and recruit sponsors for chapter fall and spring conferences.
  7. Maintain historical Secretary’s file while in office and transfer all files to successor.

Treasurer Term of Office: 2 years
The Treasurer shall collect appropriate dues and maintain proper financial records including the payment of debts and expenses attributed to the organization. Duties include:

  1. Send out membership invoices to all Ohio institutions by end of November.
  2. Maintain/update Chapter mailing list and membership directory.
  3. Collect meeting reservations and payments.
  4. Purchase gift cards and giveaways for conference raffles
  5. File all required financial reports.
  6. Act a custodian of Chapter’s legal documents.  (Including but not limited to: Articles of Incorporation, Tax-Exempt Status, Employer ID Number).
  7. Prepare participant list of conference attendees.
  8. Solicit and recruit sponsors for chapter fall and spring conferences.
  9. Maintain historical Treasurer’s file while in office and transfer all files to successor.