ARMA InternationalARMA International Governance Current Policies and Procedures

 

 

Exhibit 1-015ExA

BYLAWS OF THE ASSOCIATION OF RECORDS

MANAGERS AND ADMINISTRATORS, INCORPORATED

 

 The Association of Records Managers and Administrators, Incorporated (also known as ARMA International) is a Kansas non-stock corporation.

ARTICLE I.
Members

Sec. 1.  Classes.  The Association shall have four classes of members:

    A.    Professional.  A duly qualified individual in good standing with the Association entitled to full voting and other rights and benefits of the Association.

    B.    Honorary.  An individual who has been granted life membership by the Association’s Board of Directors and as defined by the Association’s policies and procedures.  Honorary members are entitled to full voting and other rights and benefits of the Association.

     C.    Associate.  A duly qualified individual in good standing with the Association is entitled to limited benefits of the Association.  Associate membership does not include the privilege of voting in elections, holding office, or receiving the printed version of the Association's professional magazine.

      D.    Industry.  An organization related to and/or in support of records and information management.  Individual memberships for employees are not included in the Industry Membership.  Industry Membership does not include the privilege of voting in elections or holding office.

 

Sec. 2.  Requirements.  The requirements for each of the various classes of membership, and the processes for application, in addition to those contained in these Bylaws, shall be established and published by the Board of Directors.  Membership in the Association or in any of its chapters, shall not be denied nor abridged on account of race, color, religion, sex, age, national origin, disability, sexual orientation or choice of life style.

Sec. 3.  Qualifications.  Any individual holding or occupying a position as manager, supervisor, educator, student or who is generally interested in the field of Records and Information Management, shall be eligible for membership.  Any individual so qualified may not be excluded from nor denied membership in the Association, subject to the provision of Section 5 of this ARTICLE.

Sec. 4.  Good Standing.  A member in good standing is one whose current dues are paid and who complies with the policies and procedures of the Association.

Sec. 5.  Censure, Suspension or Expulsion. Any member may be censured or suspended by a majority vote of the Board of Directors for good cause if according to its findings, the member has violated any policy or procedure of the Association, engaged in conduct adverse to the best interests of the Association, or failed to pay dues.  Except for disciplinary action as a result of failure to pay dues (in which case notice of any such disciplinary action shall be sent to the party concerned even though no hearing will be conducted), when such disciplinary action is contemplated, the Board of Directors shall provide written notification to the party concerned. The party will be afforded an opportunity for a hearing before the task force appointed by the Board of Directors for this purpose.  Should revocation result, any dues paid to a date beyond such revocation will not be refundable.

 ARTICLE II.
Membership Meetings

Sec. 1.  Generally.   The annual Membership Meeting will be held at a time and place determined by the Board of Directors determined by a two thirds (2/3) vote.

Sec. 2.  Notice and Conduct of Meetings.  Notice of any meeting of the members shall be provided, and any such meeting shall be conducted, in the manner determined by the Board of Directors, subject to the policies and procedures of the Association and the requirements of the Kansas General Corporation Code.

            ARTICLE III.
        Chapters and Regions

Sec. 1.  Defined.  Groups of individual members may be formed into Chapters for purposes of communication and collective action.  They may be chartered into geographical regions, the boundaries of which shall be determined by equitable distribution of the membership population and of the number of chapters, insofar as is practicable. The Board of Directors may redefine the Region boundaries.

Sec. 2.  Application.  Application for Chapter Charter shall be pursuant to the process adopted by the Association headquarters, subject to review and approval by the Board of Directors.

Sec. 3.  Chapter Dues.  Chapter membership dues shall be set at the discretion of the Chapter.  The Chapter dues structure must provide for payment of Association dues to the Association.

Sec. 4.  Revocation.  In accordance with the policies and procedures of the Association, any Chapter Charter may be revoked by the Board of Directors.  When such action is contemplated, the Board of Directors shall provide written notification to the Chapter concerned, and afford an opportunity for a hearing before the task force appointed by the Board of Directors for this purpose.

            ARTICLE IV.
                Finances

Sec. 1.  Dues.  The Association dues for each member shall be set, from time to time, by the Board of Directors.

Sec. 2.  Non-Renewal and Reinstatement.

A.    Members whose dues have not reached the Association’s headquarters within two calendar months following the expiration date of membership shall be considered non-renewed.

B.    A non-renewed member or former member may apply for membership upon full payment of any delinquent Association dues, and where applicable, Chapter dues.

            ARTICLE V.
           Board of Directors

Sec. 1.  Management and Composition.  The business and affairs of the Association shall be managed by or under the direction of a Board of Directors.  The Board of Directors shall be composed of eight - ten representatives and shall include the President, President Elect, Immediate Past President, Treasurer, and four - six directors who are either regular members of the Association (“Inside Directors”),  or who are not members of the Association (“Outside Directors”). The Board can modify the composition and number of Board members from time to time as deemed necessary.

Sec. 2.  Term.  The President, President Elect, Immediate Past President and Treasurer shall be directors for the duration of their respective offices.   Each of the Inside Directors shall be elected for a term of three years.  Each of the Outside Directors shall be elected for a term of one year, and may serve up to three successive terms per the policies and procedures of the Association.  All directors shall continue to hold office until their respective successors are duly elected and qualified, or in the case of vacancy, as prescribed in these Bylaws.

Sec. 3.  Vacancy.  A vacancy in a directorship except that of an Outside Director shall be filled by appointment by the President, with approval of the Board of Directors, for the balance of the respective unexpired term.  A vacancy in the position of an Outside Director shall not be filled, but rather a new Outside Director shall be appointed by the Board members at the beginning of the next appointment cycle.  If at any time, by reason of death, resignation, or other cause, the Association should have no directors in office, then any officer or any member may call a special meeting of the members in accordance with the provisions of these Bylaws, or may apply to the District Court for a decree summarily ordering election as provided for by the Kansas General Corporation Code.

Sec. 4.  Removal from Office.  Any director may be removed from office with cause by a two-thirds (2/3) vote of the members of the Board of Directors, who are qualified to vote, at any regular or special meeting.

Sec. 5.  Meetings.

A.    Place and Time of Meetings.  All regular and special meetings of the Board of Directors shall be at such place within or without the State of Kansas as may be designated by the Board of Directors. Special meetings of the Board of Directors may be held at any time upon call of the President or by two-thirds (2/3) of the Board of Directors or by twenty percent of the total number of regular members in good standing.

B.    Notice.  Regular meetings of the Board of Directors may be held without notice.  Notice of special meetings shall be given by written notice sent via mail or electronically at least five (5) days before the date of such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon, addressed to the director at his or her residence or usual place of business.  The person who has called a special meeting shall direct the means by which the notice shall be given and by whom the notice shall be disseminated.  The notice shall contain, at a minimum, the date, time and place of the meeting and shall briefly state the purpose of the meeting. Notice of the date, time and place of holding an adjourned meeting need not be given to absent directors if the date, time and place are fixed at the meeting adjourned.

C.    Waiver of Notice.  Whenever a director shall be entitled to notice under any provision of these Bylaws, a written waiver thereof, signed by the director entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at nor the purpose of any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice.

D.    Quorum.  A majority of the total number of directors shall constitute a quorum for the transaction of business.  The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  All votes required of directors hereunder shall be by a show of hands, unless a written ballot or roll call is requested, which request may be made by any one director.

E.     Action by Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

F.     Meeting by Conference Call.  Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

G.    Adjournment.  A majority of the directors present may adjourn any Board of Directors meeting to meet again at a stated day and hour or until the time fixed for the next regular meeting of the Board of Directors.

            ARTICLE VI.
                Committees

The Board of Directors may designate, by resolution passed by a majority of the whole Board of Directors, one or more committees, each committee to consist of one or more of the directors of the Association.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  If the Board of Directors does not designate an alternate member or members, then in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Association, and may authorize the seal of the Association to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation or these Bylaws, adopting an agreement of merger or consolidation, recommending to the members the sale, lease or exchange of all or substantially all of the Association’s property and assets, recommending to the members a dissolution of the Association or a revocation of a dissolution, or accepting new members of the Association.

        ARTICLE VII.
            Officers

Sec. 1.  Officers.  The elected officers of the Association shall be a President, President Elect, Treasurer, and Immediate Past President.  The appointed officers of the Association shall be a Chief Executive Officer (CEO) and a Corporate Secretary.

Sec. 2.  Term of Office.  Elected officers shall assume duties in accordance with the Association Calendar of Events approved by the Board of Directors.  The President Elect shall be elected for a period of one year or until succeeded and will automatically succeed to the office of President.  The President shall serve for a period of one year or until succeeded, and will thereafter automatically succeed to the office of Immediate Past President. The Immediate Past President shall serve for a period of one year or until succeeded. The Treasurer shall be elected to take office in even-numbered years for a term of two years and may be re-elected for a second term, but shall not serve more than two-consecutive full terms (i.e., the Treasurer may serve two full terms following the expiration of a partial term). No other elected officer shall serve more than one term in the same office, with the exception of the Immediate Past President who shall continue until succeeded by the ascendancy of the President.

Sec. 3.  Vacancy in Office.

A.    In case of a vacancy in the office of the Immediate Past President, the President shall assume such duties in addition to those of President.

B.    In case of a vacancy in the office of the President, the President Elect shall assume the office for the remainder of the term and the full term of ascendancy thereafter.

C.    In case of a vacancy in the office of President Elect, a President Elect shall be elected through the standard ballot procedure at a special election.

D.   A vacancy in any other office shall be filled by appointment by the President, with approval of the Board of Directors, for the balance of the respective unexpired term.

Sec. 4.  Removal from Office.  Any officer may be removed from office with cause by a two-thirds (2/3) vote of the members of the Board of Directors who are qualified to vote, at any regular or special meeting.

Sec. 5.  Duties of Officers.  The officers shall perform their duties as outlined in these Bylaws and the policies and procedures of the Association.

A.   President.  The President shall, subject to the control of the Board of Directors, have general supervision, direction and direct control of the business of the officers of the Association. The President shall preside at all meetings of the members and in the absence of the Immediate Past President, at all meetings of the Board of Directors. The President shall have the general powers of management of the office of President of a corporation. The CEO will report directly to the President who represents the interests of the elected Board as a whole.  The President shall serve as a member of all committees.

B.    President Elect.  In the absence or inability of the President to serve, the President Elect shall perform the duties of the President. The President Elect shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors.

C.   Treasurer.  The Treasurer shall be responsible for advising the Board of Directors regarding the budget, dues structure, and other financial matters affecting the membership; be responsible for monitoring and causing appropriate audits of the receipt, deposit and disbursement of Association funds, including general funds and all special funds that are, or may be, established; have general powers and duties of office commensurate with the office of Treasurer; and perform such other duties as may be assigned by the President. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

D.   Immediate Past President.  The Immediate Past President shall serve as the Chair of the Board and preside at all Board meetings and perform such other duties as may be assigned by the Board of Directors.

E.     CEO.  The CEO is the Chief Executive Officer of the Association and shall perform duties as described in his/her employment agreement, if applicable, and such duties as designated by the Board of Directors. The CEO shall be an ex officio member of the Board of Directors without voting rights.

F.    Secretary.  The Corporate Secretary for the Association will serve as Secretary for the Board of Directors. The Secretary shall keep a record of all meetings of the Board of Directors and of the general membership, and direct the processing of correspondence as directed by the Board of Directors.  The Corporate Secretary of the Association shall be an ex officio member of the Board of Directors without voting rights.

        ARTICLE VIII.
            Elections

Elected officers and directors shall be elected by the members by electronic ballot in accordance with procedure as outlined in the appropriate policies and procedures of the Association.  If there is only one qualified candidate for any officer or director position, no ballot will be prepared and the candidate will be considered elected by acclamation and the general membership will be advised.  Appointed officers shall be appointed by the Board of Directors and serve at the pleasure of the Board of Directors.

    ARTICLE IX.

        Parliamentary Authority

All meetings of the Association including chapter, region and Board proceedings shall be governed by the current edition of Robert’s Rules of Order in all cases not provided for in these Bylaws, Board of Directors Rules of Procedure, and the policies and procedures of the Association.

ARTICLE X.

Indemnification of Directors and Officers

The Association shall indemnify to the fullest extent permitted by the laws of the State of Kansas each individual made a party to a proceeding because such individual is or was a director or officer of the Association, against any and all claims and liabilities to which he or she has or shall become subject by reason of serving or having served as a director of officer, or by reason of any action alleged to have been taken, omitted or neglected by him or her as a director or officer of the Association; and the Association shall reimburse each such person for all legal expenses reasonably incurred by him or her in connection with such claim or liability, provided (1) the individual conducted himself or herself in good faith, and (2) he or she reasonably believed: (A) in the case of conduct in his or her official capacity with the Association, that his conduct was in its best interests; and (B) in all other cases, that his or her conduct was at least not opposed to its best interests; and (C) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; provided, further,  that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with any claim or liability (i) arising out of a proceeding by or in the right of the Association in which the individual was adjudged liable to the Association, or (ii) in connection with any other proceeding charging improper personal benefit to such individual in which he was adjudged liable on the basis that he or she received an improper personal benefit.  The amount paid to any director or officer by way of indemnification shall not exceed his or her actual, reasonable and necessary expenses incurred in connection with the matter involved.  The right of indemnification herein above provided shall not be exclusive of any rights to which any director or officer may be entitled under applicable law or insurance policy for any such expense or loss.

        ARTICLE XI.

        Amendment

The Board of Directors by a majority vote shall have the power to make, and from time to time alter, amend, or repeal the Bylaws of the Association; provided, however, that (1) the members shall have the paramount power to alter, amend and repeal the Bylaws or adopt new Bylaws, exercisable by a majority vote of the members present in person or by proxy at any annual or special meeting of members, and (2) if and to the extent the members exercise such power, the Board of Directors shall not thereafter suspend, alter, amend or repeal the Bylaws, or portions thereof, adopted by the members, unless, in adopting such Bylaws, or portions thereof, the members otherwise provide.

        ARTICLE XII.
        Waiver of Notice

Whenever any notice is required to be given under the provisions of the Kansas General Corporation Code, under the provisions of the Articles of Incorporation or the Bylaws of the Association, a waiver thereof in writing, signed by the person or persons entitled to such notices, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

        ARTICLE XIII.
        Dissolution

Upon dissolution of the Association, the governing body shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association to one or more exempt organizations of the kind described in Section 170(b)(1)(A) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated hereunder, as both now exist or may hereafter be amended, as the governing body shall determine.  Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Association is then located.



 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 


Questions about previous Policies & Procedures? Contact Connie Hardy, Corporate Secretary.