Chapter Operations e-Handbook

Bylaws

The Bylaws form the basis for the governing and operation of the chapter. It is absolutely essential that this document is written and approved so as to preclude successful legal challenge. All chapters, when they apply for a charter from the Association, submit their Bylaws to both the Region Manager and the Manager of Member Services for review prior to a charter being approved. Once they are approved, a chapter may amend its Bylaws only in accordance with the provisions of its Bylaws.

Amending of Chapter Bylaws:
Prior to adoption of any amendment to a chapter’s Bylaws, the Chapter President provides a review copy of the proposed amended documents, clearly showing the change from the current approved document, to the Region Manager and the Manager of Member Services .

The Region Manager and the Director of Member Services coordinate an expeditious review of the proposed change, and the results of the review are communicated to the Chapter President no later than 30 days after receipt of the changes.

Each Chapter President insures that a current copy of the chapter’s approved Bylaws are on file at ARMA Headquarters.

Below is the bylaw outline with the information that the chapters are required to contain in their bylaws that align with ARMA International Bylaws.

Below is an overview of the different governing documents of an organization and where the Bylaws fit into that hierarchy. Click on the name below to learn about each of these documents.

Governing Documents

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Federal and State/Provincial Laws

Are established by the federal and state/provincial government.
Corporate Charter

“The corporate charter (in different states called the Certificate of Incorporation, Articles of Incorporation, Articles of Association, etc.) is a legal instrument that sets forth the name and object of the society and whatever other information is needed for incorporating the society under the laws of the particular state – or under federal laws in the case of a few special types of organizations.” (RONR, pgs 10-11)

“The word charter may also refer to a certificate issued by a national or state organization, granting the right to form a particular local or subordinate unit. While such a charter is not an instrument of incorporation and is usually quite general in its terms, it supersedes any rules the subordinate body may adopt because it carries with it the requirement that the subordinate unit adopt no rules that conflict with those of the grantor.” (RONR, pg 11 Footnote)
Bylaws
“In general, the bylaws of a society are the documents which contain its own basic rules relating principally to itself as an organization, rather than to the parliamentary procedure that it follows. The term ‘bylaws’ refers to this single, combination-type instrument which:
- Defines the primary characteristics of the organization – in such a way that the bylaws serve as the fundamental instrument establishing an unincorporated society, or conform to the corporate charter if there is one;
- Prescribes how the society functions; and
- Includes all rules that the society considers so important that they (a) cannot be changed without previous notice to the members and the vote of a specified large majority (such as a two-thirds vote), and (b) cannot be suspended (with the exception of clauses that provide for their own suspension under specified condition . . .” (RONR, pg 12)
Rules of Order

“Written rules of parliamentary procedure formally adopted by an assembly or an organization. Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection.” (RONR, pg. 15)
Special Rules of Order

“Special rules of order supersede any rules in the parliamentary authority with which they may conflict.” (RONR, pg. 15)
Standing Rules

“Standing rules . . . are rules (1) which are related to the details of the administration of a society rather than to parliamentary procedure, and (2) which can be adopted or changed upon the same conditions as any ordinary act of the society.” (RONR, pg. 18) In our case, ARMA’s Administrative Letters are our Standing Rules.
Parliamentary Authority

“Current edition of a specified and generally accepted manual of parliamentary law.” (RONR, pg. 15) There are many different references to Parliamentary Procedure, but our association has designated Robert’s Rules of Order Newly Revised as the Parliamentary Authority.
Customs

"In some organizations a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule of order. However, if such a practice is or becomes in conflict with the parliamentary authority or any written rule of the organization, and a Point of Order citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with, unless a special rule of order (or, in appropriate circumstances, a standing rule) is added or amended to incorporate the custom. If there is no contrary provision in the parliamentary authority or written rules, the established custom should be adhered to unless the assembly , by a majority vote, agrees to do otherwise." (RONR pg.17) A Custom can take many forms. An example of a common custom is allowing the President to provide any additional comments at the end of the meeting before adjournment.