Society for Human Resource Management

“The bylaws of shrm provide for 8 classes of membership as follows: 1)professional members; 2)general members; 3)associate members; 4)life members; 5)retired annual members; 6)student members; 7)global members; 8)special expertise members. No corporate memberships are permitted. The requirements and privileges of the various membership classes are specified in article ii of shrm's bylaws.”

“Elections of officers and directors are conducted by mail ballot in accordance with provisions outlined in article viii of 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.”

“In accordance with the ohio nonprofit corporation act, members must approve certain changes to the organization's articles of incorporation, such as instances of mergers or consolidations.”

“Shrm's federal form 990 is reviewed by the accounting staff of shrm, including the controller and cfo. Such review takes place upon receipt of the draft form 990 from the independent public accounting firm who conducts the financial statement audit of shrm. The review includes the comparison of financial data in the federal form 990 with the audited financial statements and the books and records of shrm, and the narrative information for accuracy and completeness. Additionally, the board of directors has delegated review of the federal form 990 to the chair of the audit committee. After the review of the form 990 by the chair of the audit committee, the form is sent to the full board of directors before filing.”

“The shrm board conflict of interest policy provides the following 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; 2) the interested person is prohibited from participating in discussions about the matter except to disclose material facts and respond to questions; 3) such person shall not attempt to exert his or her personal influence with respect to the matter either at or outside of the meeting; 4) such person may not be present to hear the board or committee discussions on the matter; 5) such interested person is precluded from voting on the matter and such person's presence may not be counted in determining the presence of a quorum for purposes of the vote at the meeting; 6) such person may not be present during the vote unless the vote is by secret ballot; and 7) such person's ineligibility to vote should be reflected in the minutes. Additionally, the shrm employee code of conduct applies to all shrm employees; and all shrm employees receive a copy of the code of conduct and return an acknowledgement to the shrm hr department that they understand and will comply with the code of conduct. Section iv(k) of the code of conduct sets forth the conflict of interest rules applicable to all employees. It is shrm's intent to avoid impropriety in all of its decisions and actions. 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 under the policy may consult with their supervisor, their department head, svp or human resources. At minimum, if an employee or his/her immediate family member have an interest in a vendor the employee is required to disclose such conflict of interest to their svp (or ceo if they are a svp) and the employee must not be involved in the selection, management or oversight of such vendor. Generally all contracts over $10,000 are required to be reviewed by the general counsel's office and to be presented to general counsel under a completed shrm contract routing form. The contract routing form requires the individual who initiates the contract to "comment on personal relationships or friendships with the vendor."”

“Ceo compensation is set by the board of directors' compensation and organization committee. Compensation of employee officers and senior vice presidents are recommended by 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. All other key employee compensation is recommended through a review of relevant comparability data. The recommendation is discussed and substantiated by the ceo and/or chro. 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 annual financial statements are available to the public on shrm's annual report. Shrm's bylaws are also available to the public on shrm's website; and the 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.”

“Pension-related changes other than net periodic benefit costs 1,007,908.”