MASSACHUSETTS MUNICIPAL HUMAN RESOURCES ASSOCIATION INC.
GENERAL BYLAWS

Adopted December 3, 1955; Amended September 30, 1994, September 13, 1996, September 14, 2001, May 2, 2008

As Amended for December 1, 2016
As Amended for June 13, 2019

ARTICLE I – NAME, PURPOSE and POLICY

SECTION 1. NAME
The official corporate name of this Association shall be the Massachusetts Municipal Human Resources Association Inc.

SECTION 2. PURPOSE & POLICY
The Association’s purposes shall be:
(a) To establish and maintain a standard of excellence in the field of municipal human resources administration.
(b) To gather, circulate and exchange knowledge and information and act as a resource center.
(c) To improve, promote and arrange for the mutual cooperation of municipal human resources officers and agencies in the Commonwealth of Massachusetts.
(d) To act as legislative advocate for municipal human resources officers and municipal human resources agencies.

ARTICLE II – ORGANIZATION

SECTION 1. MEMBERSHIP
Admission to membership shall require an application, payment of dues in accordance with Article III, and the following qualifications:

(a) PRIMARY MEMBERSHIP:
Primary membership shall be open to the individual who currently holds a position assigned primary responsibility for the human resources administration of a governmental unit. Such membership belongs to the governmental unit and will therefore remain with the position, not the individual. Primary members shall have voting privileges and the opportunity to hold office in the MMHR. Primary members receive:
• Access to the compensation database; continued access is contingent upon participation in the database to the degree appropriate for the governmental unit
• Discounts on all MMHR publications for anyone employed by their organization
• Discounts on all MMHR meetings for anyone employed by their organization
• An annual directory listing the names, addresses, telephone numbers and emails of all members
• All notices and correspondence
• MMHR social media account access
• MMHR listserv access

(b) ASSOCIATE MEMBERSHIP:
Associate membership shall be open to other officials and staff members who are involved in the human resources administration of a governmental unit in which someone already holds a primary membership. Associate members shall have voting privileges and the opportunity to hold office in the MMHR, and receive all other benefits afforded to primary members; however, access to the compensation database, social media, and listserv shall be contingent upon approval of the Primary Member.

(c) BUSINESS MEMBERSHIP:
Business membership shall be granted to private sector employees with interest in municipal human resources administration. Business members shall not have voting privileges, may not hold office and may not engage in promotional activities during meetings of the Association. Business members will receive all other benefits afforded to primary members with the exception of access to the compensation database, social media, and listserv.

(d) HONORARY MEMBERSHIP:
Honorary lifetime membership may be awarded to individuals who do not actively hold a position in a governmental unit and who, through outstanding service, contributed substantially to the objectives of the Association. Such membership shall be granted upon majority vote of the Board of Directors. Honorary members shall not have the right to vote and may not hold office in the MMHR. Honorary members receive:
• Member discounts on all publications and meetings
• All meeting notices
• Membership Directory

(e) STUDENT MEMBERSHIP:
Student membership shall be open to any student enrolled in a college or university who demonstrates, by his/her course selection or otherwise, an interest in a career in local government and/or human resources administration. Student members shall not have the right to vote and may not hold office in the MMHR. Student members receive:
• Member discounts on all publications and meetings
• All meeting notices
• Membership Directory

(f) MEMBERS IN TRANSITION:
Upon request, a primary or associate member who vacates his/her current position shall continue to have the following privileges for the remainder of the dues-paying year or for six months, whichever is greater:
• Voting privileges
• Continued office in the MMHR
• Member discounts on publications and meetings
• Mailings of notices and correspondence
This period of transition and related privileges may be extended for an individual by a majority vote of the Board of Directors. At the end of the approved period of transition, the individual may become a dues-paying associate member in order to maintain privileges until such time as new employment in the profession has been secured. Any questions as to the eligibility of any person or agency for membership in the Association and any question as to the class of membership to which any member or candidate for membership ought to be allocated, shall be resolved by the Board of Directors, provided, however, that the decision of the Board may be appealed to the membership at the annual meeting of the Association, whose decision in the matter shall be final.

SECTION 2. OFFICERS AND DIRECTORS

(a) BOARD OF DIRECTORS
The Board of Directors shall have the general supervision of the affairs of the Association, shall hold and manage other duties as these bylaws or the Association may direct.

The powers of the Board under this section shall include the power to employ or contract for, in the name of the Association – but not to exceed the limits of funds available in the treasury – such technical, legal, administrative and clerical assistance as the Board deems necessary; to determine the duties and responsibilities and compensation of such employees and, in its discretion, to remove any such employees from their positions. Employment of personnel, or the retention of contractual assistance by committees established pursuant to Section 6 of this Article, or by other bodies of the Association, shall be subject to such regulation by the Board as the Board deems necessary and proper.

The Board of Directors may remove any Officer/Director with not less than a two-thirds vote at any called meeting of the Board.

The Board shall meet at such times as it deems necessary for the proper conduct of its business. Procedures for the calling and conducting of its meetings shall be as determined by the Board. One officer of the board and four (4) other Directors present and voting at a duly called meeting of said Board shall constitute a quorum thereof for the transaction of its business.

(b) DIRECTORS
The Association, at its annual meeting shall elect not less than nine (9) Directors, of whom three (3) shall be elected for a term of three (3) years, three (3) for a term of two (2) years, and the remainder for a term of one (1) year; and thereafter, as the term of said Directors expire, their successors shall be elected for a term of three (3) years by the Association at its annual meeting. The said Directors shall serve until the expiration of the terms for which they were elected or until their successors have been qualified.

The term of office shall begin at the termination of the annual meeting at which they are elected. All members of the Board shall be persons who are Primary or Associate members of the Association. Should a vacancy occur in the position of any Director or Officer, a successor shall be appointed by the Board to serve until the next annual meeting of the Association, at which time a Director shall be elected by the Association to serve for the balance of the unexpired term.

The Board of Directors shall appoint a Nominating Committee to present nominations for the Board of Directors to the annual meeting. Additional nominations may be made from the floor.

Elections shall be a plurality vote of eligible voters present as specified in these bylaws and in the votes of the annual meeting or other meetings of the Association.

(c) OFFICERS
The Board of Directors shall annually name from their membership a Chairperson, Vice-Chairperson, Secretary and a Treasurer. The duties of these “Officers” shall be such as are specified in these bylaws and in the votes of the annual meeting or other meetings of the Association, provided that the content of any proposed modification be given in writing to the members not less than seven (7) calendar days prior to such meeting.

CHAIRPERSON
The Chairperson will be responsible for calling meetings, specifying time and location, preparing agendas and assuring orderly conduct.

VICE-CHAIRPERSON
The Vice-Chairperson will assume the responsibilities of the Chairperson in his/her absence and serve as Chair of the Program Committee.

SECRETARY
The Secretary shall cause accurate records to be kept of the proceedings of meetings of the Association and of the Board of Directors.

The Secretary shall cause summaries of the proceedings of each meeting of the Board of Directors to be mailed to the Directors, and upon request, to members of the Association. Such summaries shall set forth verbatim all votes amending these bylaws.

The Secretary shall furnish members of the Association with copies of the bylaws upon request.

TREASURER
The Treasurer shall be responsible for the billing of dues, and the receipt, care and disbursement of collected funds. He/She or the Board’s designee shall also prepare any financial reports required of the Association by State/Federal agencies.

The Treasurer shall be bonded in an amount determined by the Board of Directors.

With the approval of the Board of Directors, the Secretary or the Treasurer may delegate one or more of his/her responsibilities under this Section to employee designee of the Board.

(d) PAST CHAIRPERSON’S COUNCIL
The past Chairperson’s Council shall consist of past chairpersons of the Association. The duties of the Past Chairperson’s Council shall be, on request, to advise the current Chairperson and the Board of Directors on the affairs of the Association. The members of the Past Chairperson’s Council shall be ex officio, non-voting members of the Board. Such members however, shall not be included in the number of directors specified in Section 2 (b) of these Bylaws.

SECTION 3. COMMITTEES
Committees may be appointed by the Chairperson and shall be appointed by him/her when so ordered by vote of the Association or the Board of Directors.

SECTION 4. AUDIT COMMITTEE
The Chairperson shall appoint an Audit Committee annually. Appointments shall be with the approval of the Board of Directors present at the Board meeting following the Association’s annual meeting.

The Chairperson or the Board of Directors may request an audit of the Association’s financial records at any time, but in no case shall said audit be less frequent than once every two years.

The Treasurer and the Clerk, if any shall have all financial records available when requested by the Chairperson of the Audit Committee.

SECTION 5. MEETINGS
(a) ANNUAL MEETINGS
The annual meeting of the Association shall be held no earlier than April fifteenth (15th), or later than June thirtieth (30th) in each year; and special meetings may be directed by vote of the annual meeting or may be called by the by the Board of Directors. A notice of each meeting setting forth the purposes thereof shall be mailed by the Secretary or the authorized agent to all members at least fifteen (15) days in advance of the meeting date.

Voting at meetings of the Association shall be on the basis of one vote per Primary or Associate member. Business members shall be non-voting members. Those eligible voting members present at a duly called meeting shall constitute a quorum for the transaction of business.

The rules contained in “Roberts Rules of Order, Revised” shall govern the proceedings of the Association meetings in all cases to which they are applicable and in which they are not inconsistent with these bylaws.

(b) PERIODIC MEETINGS
Periodic meetings will be held on dates specified by the Chairperson, and these meeting dates will be made known to the membership in advance for scheduling purposes of the members. To the extent practical, meetings will be held in various locations throughout the Commonwealth to permit maximum participation by members and committees, and members in all categories of membership shall be encouraged to attend.

ARTICLE III – FINANCE

SECTION 1. BUDGET
The Board shall cause to be submitted to the members present at a regular meeting of the association for adopting no later than June 30 of each year their recommendations on an operating budget for the fiscal year commencing on the next July 1. Recommendations for modifications of the operating budget during the fiscal year shall be submitted by the Officers to the membership for adoption in the same manner.

SECTION 2. ANNUAL DUES
Annual dues shall be billed July 1 in each year for the fiscal year starting on that date. Unless dues are paid on, or a firm agreement has been made with the MMHR by December 1 of each year, a member will be suspended from membership. The fiscal year shall end June 30.

SECTION 3. CUSTODY OF FUNDS: TREASURER’S REPORT
The Treasurer or the Board’s designee shall have the custody of, and shall promptly deposit under the name of the Association, in such bank or banks as the Board of Directors shall determine, the monies received on behalf of the Association. No later than November fifteenth (15th) of each year, the Treasurer shall submit to a meeting of the Association in such form as the Board of Directors may require, a report of all receipts and disbursements during the fiscal year just ended, and a statement of the funds on hand at the close of said fiscal year; and shall submit such interim reports as may be called for by the Board or by the Association at other times. All written reports, and the accounts of the Treasurer shall be subject to audit by an auditor designated by the Board of Directors.

SECTION 4. DISBURSEMENTS
All disbursements except approved contractual agreements shall be made pursuant to certifications by the Chairperson and the Treasurer on the face of a voucher, except those disbursements in excess of $200.00 shall be approved by the Board of Directors. Such approval may be given by the Board in foreknowledge of anticipated expense, but shall require the above certifications in addition to the referenced vote of the Board. No expenditures shall be authorized, or any commitment incurred, in excess of the unencumbered funds in the treasury of the Association; nor shall any bill be paid by the Treasurer unless approved as aforesaid. When a commitment is made, the Treasurer shall encumber sufficient funds to guarantee that money shall be available to pay the same.

SECTION 5. COMMITTEE EXPENDITURES
The Board of Directors may from time to time appropriate, on an annual or continuing basis as it deems necessary, specific sums of money to pay the anticipated expenses of committees of the Association, and may prescribe rules and regulations governing the expenditures and accounting of such appropriation when any such appropriation is made by the Board. The treasurer shall reserve the amount so appropriated in a separate appropriation account under the name of the committee for which the appropriation is made. Disbursements from the appropriation account of a committee shall be pursuant to vouchers approved by a majority of the members of said committee.

ARTICLE IV – MISCELLANEOUS

SECTION 1. AMENDMENTS OF THE BYLAWS
Proposed amendments to these bylaws shall be filed with the Secretary not later than sixty (60) days before the annual meeting and shall be incorporated in the notice of the meeting. The Board of Directors may waive this time requirement and present proposed amendments at a periodic meeting of the association if needed. The Board shall study proposed amendments, and shall report thereon to the meeting. All amendments shall take effect when approved by a majority vote at a meeting of the Association.

SECTION 2. POLICIES AND PROCEDURES
The Board of Directors shall establish and amend as necessary, policies to govern the day-to-day operations of the Association. The Secretary shall maintain an official copy of the bylaws and policies and procedures in effect.