Exhibit 1-015ExA
BYLAWS OF THE ASSOCIATION OF RECORDS
MANAGERS AND ADMINISTRATORS, INCORPORATED
The Association of Records Managers and Administrators, Incorporated is a Kansas Corporation, hereinafter sometimes referred to as ARMA International, the Corporation or the Association
ARTICLE I. Members
Sec. 1. Classes. ARMA International shall have five classes of members:
A. Regular. A duly qualified individual in good standing with the Association, entitled to full rights and benefits of ARMA International.
B. Honorary. An individual who has been granted life membership by ARMA International’s Board of Directors.
C. Student. Any enrolled full time post-secondary student. Student membership
does not convey the privileges of voting in ARMA International elections or holding office.
D. Retired. A current or former member in good standing with the Association, who has retired from the profession of records management. Retired membership does not include the privilege of voting in an ARMA International election, holding office or receiving the Information Management Magazine.
E. 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 association elections and/or holding an elected 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 ARMA International 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 ARMA International, subject to the provision of Sec. 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 provisions and obligations of the Articles of Incorporation and the Bylaws.
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, a violation of any provision or obligation of the Articles of Incorporation, Bylaws, or rules and regulations, has occurred. Conduct unbecoming a member, conduct inimical to the welfare of ARMA International, and indebtedness to ARMA International shall also be causes for such disciplinary action. When such action is contemplated, the Board of Directors shall provide written notification to the party concerned, and afford an opportunity for a hearing before the Board or a special committee appointed by the Board for this purpose. Should revocation result, any dues paid to a date beyond such revocation will not be refundable.
ARTICLE II. 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 submitted to the Region Manager, together with a copy of the Articles of Incorporation or Chapter Constitution if not incorporated, Bylaws, membership applications and transfer applications, for Charter approval by the ARMA International Executive Director, who has been delegated the authority by the ARMA International Board of Directors to approve new Chapter Charters on behalf of the ARMA International 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 ARMA International Headquarters.
Sec. 4. Revocation. Any Chapter Charter may be revoked by the Board of Directors of ARMA International if, according to its findings, violation of any provision or obligation of the Articles of Incorporation or Bylaws of ARMA International has occurred. 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 Board or special committee appointed for this purpose. Dues paid to a date beyond such revocation date will not be refundable.
ARTICLE III. Finances
Sec. 1. Fiscal Year. The fiscal year of ARMA International shall be July 1 through June 30.
Sec. 2. Dues. ARMA International dues for each member shall be set, from time to time, by the Board of Directors.
Sec. 3 Currency. ARMA International dues may be paid in local currency but shall be U.S. dollar equivalent, effective July 1, 2001.
Sec. 4. Non-Renewal and Reinstatement.
A. Members whose dues have not reached ARMA International Headquarters within one calendar month 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 annual Association dues, and where applicable, Chapter dues.
ARTICLE IV. Officers
Sec. 1. Officers. The elected officers of the Corporation shall be: a President; a President Elect; a Treasurer; and the Immediate Past President. The appointed officers of the Corporation shall be an Executive Director and a Corporate Secretary
Sec. 2 Term of Office. Elected officers shall assume duties in accordance with the Board approved Association Calendar of Events. The President Elect shall be elected for a period of one year or until succeeded and will automatically assume the office of President. The Treasurer shall be elected in even-numbered years for a term of two years and may be re-elected for a second term. No other elected officer shall serve more than one term in the same office, with the exception of the Chair of the Board who shall continue until superseded by the ascendancy of the President
Sec. 3 Vacancy in Office.
A. In case of a vacancy in the office of the Chair of the Board, 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.
E. Any person filling a vacancy in an elected office other than the office of President Elect shall be eligible for subsequent nomination for that office and eligible to serve in accordance with ARTICLE IV, Officers and Directors, Sec. 2, B.
Sec. 4 Removal from Office. Any officer may be removed from office with cause by a two-thirds vote of the members of the Board, who are qualified to vote, at any regular or special meeting.
Sec. 5 Duties of Officers. Theofficers shall perform their duties as outlined in these Bylaws, Administrative Letters and the adopted parliamentary authority.
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 corporation. The President shall preside at all meetings of the members and, in the absence of the Chair of the Board, 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 Executive Director will report directly to the President who represents the interests of the elected Board as a whole. The President shall serve as an ex-officio 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. Executive Director. The Executive Director is the Chief Executive Officer of the Corporation and shall perform duties as described in his/her employment agreement, if applicable, and such duties as designated by the Board of Directors. The Executive Director shall be an ex officio member of the Board of Directors without voting rights.
F. Secretary. 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 Secretary shall be an ex officio member of the Board of Directors without voting rights.
ARTICLE V. Elections
Elected officers and Directors shall be elected by electronic ballot in accordance with procedure as outlined in the appropriate Policies and Procedures. 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 VI. Meetings
The Annual Membership Meeting will be held during the Annual Conference for the purpose of receiving reports and holding an open forum. Notice of the meeting shall be published.
ARTICLE VII. Board of Directors
Sec. 1. Composition. The Board of Directors shall be composed of the President, the President Elect, the Immediate Past President, the Treasurer, ten elected Directors who are regular members of the Association (“Elected Directors”), and two directors appointed by the Board of Directors who are not members of the Association (“Outside Directors”). The Executive Director shall be an ex officio member of the Board of Directors without voting rights. The Immediate past President shall serve as Chair of the Board of Directors.
Sec. 2 Term. Elected Directors shall be elected for a term of three years. Outside Directors shall serve a term of one year and may be appointed to a maximum of three, one-year terms. All Directors shall hold office until their respective successors are elected, appointed or in the case of vacancy, as prescribed in these Bylaws.
Sec. 3. Vacancy. A vacancy in an Elected Directorship 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 be filled at the beginning of the next appointment cycle. If at any time, by reason of death, resignation, or other cause, the Corporation should have no Directors in office, then any officer or any member or any executor, administrator, trustee or guardian of a member or other fiduciary entrusted with like responsibility for the person or estate of a 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 Corporation Code.
Sec. 4. Removal from Office. Any Director may be removed from office with cause by a two-thirds vote of the members of the Board, who are qualified to vote, at any regular or special meeting.
Sec. 5. Powers. Subject to limitations of the Articles of Incorporation, of these Bylaws and the Kansas Corporation Code as to action which shall be authorized or approved by the members, and subject to the duties of Directors as prescribed by these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers:
1) To alter, amend or repeal the Bylaws of Corporation.
2) To remove any officer, agent or employee of the Corporation, as may not be inconsistent with law or with the Articles of Incorporation or the Bylaws, fix their compensation and require from them security for faithful service.
3) To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with the law or with the Articles of Incorporation or the Bylaws, as they may deem best.
4) To borrow money and incur indebtedness for purposes of the Corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation’s or other evidence of debt and securities therefore.
5) To appoint, by resolution passed by a majority of the whole Board of Directors, committees and to delegate to such committees any of the powers and authority of the Board in management of the business and affairs of the Corporation; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation, 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 amending the Bylaws of the Association.
6) To adopt rules of procedure for the Board of Directors.
7) To define and direct the vision of where the Corporation is going and develop, approve and manage the policies and objectives that guide the Corporation to achieve strategic, mission critical results.
Sec. 6. Place of Meetings. Regular and special meetings of the Board of Directors shall be held at any place within or outside the State of Kansas, which has been designated by action of the Board, or with consent of all members of the Board.
Sec.7. Regular Meetings. There shall be regular meetings of the Board of Directors in accordance with the Board approved Calendar of Events.
A. Annual Meeting. The Annual Meeting of the Board of Directors shall be held for the purpose of receiving reports of all current officers and committees, and transacting such other business as may properly come before such meeting. The Annual Meeting shall be a regular meeting held just prior to the Annual Conference. Notice of the meeting and agenda items shall be published.
B. Agenda. The agenda of all regular meetings of the Board of Directors shall be determined by the President. The President must include all those items presented by 1) petition to the Chair by one-third of the members of the Board of Directors, or 2) petition to the Chair by the Board of Directors of one-third or more chapters.
Sec. 8. Special Meetings. A special meeting shall be called by the President or, if the President is absent or unable or refuses to act, by any other Director, when requested as follows: by the President; by petition to the President by two-thirds of the Board of Directors; by petition to the President of 20% of the total members in good standing.
A. Notice. Notice of such special meetings, unless waived by attendance there at or by written consent to holding the meeting, 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 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 time and place of the meeting and shall briefly state the purpose of the meeting.
B. Agenda. The agenda of special meetings shall include agenda items enumerated in respective petitions as in ARTICLE VII, Board of Directors, Sec. 7, above.
Sec. 9. Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place is fixed at the meeting adjourned.
Sec. 10. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as those transactions which occurred at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Sec. 11. Quorum. A majority of the total number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. The Directors present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum. In the event of a time-sensitive issue that requires a decision of the Board, but where a quorum cannot be established in a timely fashion, the President shall have the authority to act on behalf of the Board.
Sec. 12. Meetings by Telecommunications. Members of the Board of Directors of the Corporation or any committee designated by such Board may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute present in person at the meeting.
Sec. 13. Adjournment. A majority of the Directors present may adjourn any Directors meeting to meet again at a stated day and hour or until the time fixed for the next regular meeting of the Board.
Sec. 14. Votes and Voting. 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. Each Director shall have one vote.
Sec. 15. Action Without Meeting. Any action which is required to be or may be taken at a meeting of the directors, or any committee of the Board of Directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board of Directors or of the committee as the case may be. The consents shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document.
The Secretary shall file the consents with the minutes of the meetings of the Board of Directors or of the committees as the case may be.
ARTICLE VIII. Headquarters
Sec. 1. Headquarters. The permanent Headquarters and Executive Office shall be in the state of Kansas.
A. The business of Headquarters shall be under the direction of the Executive Director who shall be appointed by the Board of Directors and under the supervision of the President of the Association.
B. Funds shall be allocated in the budget for rental space, necessary personnel and other expenses to maintain the Headquarters.
ARTICLE IX. Official Publication
The official publication of ARMA International shall be the Information Management magazine.
ARTICLE X. Parliamentary Authority
The current edition of Robert’s Rules of Order Newly Revised shall govern the proceedings of ARMA International in all cases not provided for in these Bylaws, Board of Directors Rules of Procedure, and the Administrative Letters. The parliamentary authority adopted by ARMA International shall be the adopted authority for each chapter and committee.
ARTICLE XI. Indemnification of Directors and Officers.
Each Director and Officer of ARMA International now or hereinafter serving as such, shall be indemnified by ARMA International 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 such Director of Officer, or by reason of any action alleged to have been taken, omitted or neglected by him or her as such Director or Officer; and ARMA International shall reimburse each such person for all legal expenses reasonably incurred by him or her in connection with such claim or liability, provided however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with any claim or liability arising out of his or her own willful misconduct or gross negligence. 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 for any such expense or loss.
ARTICLE XII. Amendment
These Bylaws may be amended at any meeting of the Board of Directors or via unanimous written consent provided the amendment has been proposed by a Board member or by a chapter and sent in writing to the Corporate Secretary. A two-thirds vote of the Board of Directors shall be required for adoption of any proposed amendment during a meeting
ARTICLE XIII. Waiver of Notice
Whenever any notice is required to be given under the provisions of the General Corporation Law of Kansas, under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver hereof 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 XIV. Dissolution
Upon dissolution of the Corporation, the governing body shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation to one or more exempt organizations of the kind described in Section 170(b)(1)(A) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated hereunder, as both now exist or may hereafter be amended, as the governing Board 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 Corporation is then located.
Questions about previous Policies & Procedures? Contact Connie Hardy, Corporate Secretary.