Society for Human Resource Management

“The bylaws of shrm provide for 9 classes of membership as follows: 1)professional members; 2)general members; 3)associate members; 4)life members; 5)retired members; 6)student members; 7)global members; 8)special expertise members; 9)enterprise members. The requirements and privileges of the various membership classes are specified in shrm's bylaws.”

“Elections of officers and directors are conducted by mail ballot in accordance with provisions outlined in shrm's bylaws. Every professional, general, special expertise, retired life, professional life and past chair life member of shrm, in good standing, shall be entitled to one vote in the election of shrm's board of directors.”

“Shrm's federal form 990 is reviewed by shrm accounting. Additionally, the board of directors has delegated review of the federal form 990 to the chair of the finance, audit and risk committee. The form is then sent to the full board of directors before filing.”

“It is shrm's intent to avoid impropriety in all of its decisions and actions. The board's conflict of interest policy provides procedures for addressing potential conflicts of interest that may require board or committee action, such as: 1) the interested person must disclose all facts material to the conflict of interest and such disclosure must be reflected in the minutes of the meeting where such matter is being reviewed; and 2) such person's ineligibility to vote should be reflected in the minutes. Additionally, the shrm employee code of conduct applies to all shrm employees. The code of conduct requires employees to avoid transactions, activities and relationships which place their personal interests in conflict with shrm's; not to use shrm assets or their position at shrm for personal use or gain; not to accept gifts from vendors unless within specified gift guidelines. Employees are informed that actual or potential conflicts of interest may go beyond dealings with members, customers, vendors or suppliers. Conflicts may also involve dealings with managers, subordinates or other staff members. If a conflict or potential conflict arises, employees are required to disclose such conflict of interest to their chief (or ceo if they are a chief) and the employee must not be involved in the selection, management or oversight of such vendor.”

“Ceo compensation is set by the board of directors' compensation and organization committee. Compensation of employee officers, chiefs and senior vice presidents are established based upon market analyses and recommendations from an independent compensation consultant, through review of relevant comparability data. The recommendation is discussed and substantiated by the ceo and/or chro and approved by the compensation and organization committee. Compensation amounts are directly linked to the individual's performance rating. The shrm board of directors approves a reasonable level of honoraria for all board members, including the board chair and immediate past chair, who are officers of the corporation. The shrm governance committee of the board of directors recommends the honoraria for all board members, and the full board then approves the honoraria level. At the time of recommending and approving the honoraria and its level, the governance committee and board of directors rely upon surveys and an opinion of an outside nationally recognized compensation expert supporting the reasonableness of the honoraria. The ohio non-profit corporation act (code section 1702.301), under which shrm is incorporated, expressly allows directors to vote to establish reasonable compensation for themselves, "irrespective of any financial or personal interest of any of the directors."”

“Shrm's financial statements are included in shrm's annual report and are available on the organization's website along with the form 990. Shrm's articles of incorporation are available on the ohio secretary of state corporate division website. Shrm will consider making its conflict-of-interest policy available to the public upon request.”

“The form 990-t is currently being prepared and will be filed by the extended due date of november 15, 2025.”

“Equity in earnings of subsidiaries: - 1722979; postretirement and pension-related changes - 10303992;”

“It is shrm's policy to allow business class travel to any employee flying internationally or flying 5.5 hours or longer. All members of the board of directors are permitted to fly business/first class. Companion travel is permitted for board of directors serving as chair or immediate past chair. Shrm also paid personal health-related fees and a car allowance for 1 officer and gross-up tax payments for all key employees as part of shrm's birthday gift program to all employees.”

“Sean roddy and george rivera received severance payments of $200,000 and $25,658, respectively. The terms and conditions are consistent with industry standards.”