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By-Laws By-Laws of the ARMA International Jacksonville Chapter, Inc.
Article I – Name ARMA International Jacksonville Chapter, Inc. Article II – Objectives The objective of this non-profit, education organization is: 1. To promote and advance the improvement of Records and Information Management and related fields through study, education and research. 2. To advance professional knowledge and techniques by sharing and exchanging experiences and information related to the field of Records and Information Management. 3. To develop and advance standards of professional competence in the fields of Records and Information Management. Article III – Members Section 1 Classes of Members A. Regular Chapter Member A duly qualified individual in good standing with the ARMA Jacksonville Chapter entitled to full rights and benefits of ARMA International. A person must occupy a responsible position as an administrator, supervisor, specialist, educator, or student in the field of Records and Information Management or hold a position with duties that may be deemed closely allied to Records and Information Management. An applicant’s education and employment background together with current job responsibility will also be considered. B. Honorary A individual who has been granted life membership by ARMA International Board of Directors. Qualifications for honorary membership are the same as for regular membership except that the person’s contributions to the field are of a nature to warrant special consideration. The Chapter Board of Directors shall submit recommendation of persons for honorary membership for Association approval. Upon acceptance by the Association, the person will be considered member on both the Association and Chapter levels. A person holding this class of membership shall be permitted to hold an elective office. C. Student Any enrolled full time post-secondary student. Student membership does not convey the privileges of voting in ARMA International elections, ARMA International Jacksonville Chapter Inc. election, or holding Chapter office. D. Retired 1. To qualify for a Retired-Sustaining membership a person must be a retired records management professional, a former member of ARMA, and pay $1.00 local Chapter dues plus the Association portion of dues. The applicant is entitled to receive all benefits and enjoy all privileges as a regular member of both the Chapter and Association level. 2. To qualify for a Retired-Continuing membership a person must be a retired records management professional, a former member of ARMA, and pay $1.00 local Chapter dues, but not pay any Association dues. The applicant will be entitled to attend Chapter meetings, but not have voting privilege or be listed on the Official Chapter membership roster. Section 2 Requirements The requirements of each of the various classes of membership and the processes for application, in addition to those contained within these bylaws and the bylaws of ARMA International, shall be established and published by the ARMA International Board of Directors. Membership in ARMA or ARMA International Jacksonville Chapter shall not be denied nor abridged on account of race, color, religion, sex, age, national origin disability, sexual orientation or any other class prohibited by law. Section 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 or a Chapter thereof, subject to the provisions of section 7 of this article. Section 4 Good Standing A member in good standing is one whose current dues are paid to ARMA International, ARMA International Jacksonville Chapter and complies with the provisions and obligations of the Articles of Incorporation and the Bylaws. Section 5 Applications Applications for membership [regular or student] shall be made in writing on forms furnished by ARMA International for this purpose. Any Chapter member may receive STET applications, which are to be forwarded to the Association, or submitted to the Membership Director. Applications are to be sent directly to ARMA International. Section 6 Non-Renewal and Reinstatement A. Members whose dues have not reached ARMA International or the Chapter within one calendar month following the expiration date of membership shall be considered non-renewed. B. A non-renewed member or a former member may apply for membership upon full payment of annual Association and chapter dues. Section 7 Censure, Suspension or Expulsion Any member may be censured or suspended by a majority vote of the Board of Directors of the Chapter for good cause if according to its finding, a violation of any provision or obligation of the Articles of Incorporation, Bylaws, or rules and regulations, has occurred. Any member may be expelled by a two-thirds vote of the Board of Directors of the Chapter for good cause if according to its finding, a violation of any provision or obligation of the Articles of Incorporation, Bylaws or rules and regulations have occurred. Conduct unbecoming a member, conduct inimical to the welfare of ARMA International or the Chapter, and indebtedness to ARMA International or the Chapter shall also be cause for such disciplinary action. When such action is contemplated, the Board of Directors of the Chapter 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. Section 8 Resignation Any Chapter member may resign at any time, but such resignations shall not relieve the resigning individual from payment of dues for the current year, nor entitle him to a rebate of dues already paid.
Article IV – Organization Officers and Their Duties Section 1 Officers The officers of the chapter shall be Chairperson of the Board, President, Vice President, Secretary, Treasurer, Membership Director and Media Director, all of whom shall have voting powers and are members of the Board of Directors. Section 2 Qualifications All officers shall be members in good standing of ARMA International and the Chapter. Section 3 Elections The Officers are to be elected by a plurality vote of the members present and voting at the annual Chapter meeting. Section 4 Terms of Office All Officers shall assume office July 1. They shall serve for a term of One [1] year or until their successors are elected and have assumed duties. Officers shall be eligible for re-election. An officer who has served more than half a term shall be considered to have served a full term. Section 5 Vacancies Vacancies occurring in any office or on the Board of Directors shall be filled by appointment for the unexpired term by a majority vote of the Board of Directors. If any officer or director is absent from two consecutive meetings for causes unacceptable to the Board, a vacancy shall be considered to exist and a successor appointed. Section 6 Duties and Responsibilities The officers shall perform the duties provided in this section and such other duties prescribed in these by-laws, by the Board of Directors, in the adopted parliamentary authority, or by ARMA International.
A. Chairperson of the Board of Directors · The Chairperson of the Board of Directors shall attend all meetings of the Board of Directors and act in both an advisory and voting capacity. He/She shall also assume the duties of President during the absence of both the President and Vice-President.
B. President · Preside at all meetings of the Board of Directors and of the members. · Appoint the chairmen of all committees with the approval of the Board of Directors. · Appoint all special committees. · Be an ex-officio member of all committees except the nominating committee. · The President is the official custodian of all Chapter records, documents and property. They shall deliver to his/her successor in office all Chapter records and other property of the Chapter for which he/she is or may become responsible.
C. Vice-President · Chairperson of the Program committee and exercise such powers and duties as the President and/or Board of Directors shall delegate to him/her. · Be an aid to the President. · Perform the duties of the President in the absence of that officer and in the case of permanent disability or resignation of that officer, shall succeed to that office for the unexpired portion of the term.
D. Secretary · Record the minutes of all meetings of the Board of Directors and the membership and send a copy of the minutes to the President within 10 days following the meeting. · Preserve all books and papers belonging to the Chapter. · Conduct the official correspondence of the Chapter.
E. Treasurer · The Treasurer shall receive and disburse the funds of the Chapter. · He/She keeps and preserves proper books of accounts that are subject to audit at any time by an Auditing Committee appointed by the President. · The funds of the Chapter shall be kept in the name of the Chapter in a financial institution approved by the Board of Directors, disbursed only on vouchers approved by the President or Vice-President, and the Chapter member in charge of the activity involved. · Expenditures of $25.00 or less may be made directly by the Treasurer without prior approval of the Board. · Expenditures greater than $25.00 must be approved by a majority vote of the Board. · The Treasurer must sign all checks. Other assigned duties: · Keep a full and accurate account of receipts and expenditures. · In accordance with the budget adopted by the Chapter, make disbursement as authorized. · Present a report at all meetings of the Board of Directors and Membership. · Prepare an annual report, which shall be submitted along with the financial records to the auditing Committee. The Committee when satisfied that the Treasurer’s annual report is correct shall sign a statement of that fact at the end of the report. · Submit reports as required by ARMA International.
F. Membership Director · The Membership Director solicits and recruits new Chapter members. He/She shall keep the official roster of members, and perform duties as assigned by the President and/or Board of Directors.
G. Media Director · The Media Director will be responsible for preparing and publishing the Chapter’s newsletter, assist the webmaster in updating the Chapter’s internet page, and perform duties as assigned by the President and/or Board of Directors.
H. Board of Directors · The Board of Directors is the governing body of the Chapter. · The Board shall consist of the seven officers as provided in Article 4, Section 1, of the bylaws. · The retiring President shall become the Chairperson of the Board of Directors with voting power and will serve during the ensuing year or until such time as he/she is replaced by the next retiring President, or by another past President if the Immediate past President is unable to serve. · The control and management of the ARMA International Jacksonville Chapter, Inc., and its affairs, meeting and property shall be vested in the members of the Board of Directors. · The Board reserves the power to approve new Chapter members and to drop or reinstate any member for cause upon the majority vote of all Board members after said member has been duly notified of the reasons for such action and has had an opportunity to appear before the Board.
Section 7 Removal from Office A. Any Chapter Officer whose conduct shall be considered detrimental to the best interest of the ARMA International or the Chapter or who shall willfully exploit the organization for personal gain or otherwise violate the bylaws as they are written or other rules or regulations may be removed from his/her office by a majority vote of the Board of Directors. B. When such action is contemplated in the case of an officer, he/she shall be entitled to receive specific charges in writing from the Board of Directors and shall, if he/she expresses a desire in writing, be afforded an opportunity for a hearing before the Board of Directors or a special committee appointed by the Board of Directors for this purpose. C. Any Officer removed from office under this section shall be ineligible for election to any office for at least one term.
Article V – Meetings Section 1 Regular Meeting Regular meetings of the members shall be held monthly with the exception of July and December, at least every other month, or a minimum of one annually. The dates and arrangements for these meetings shall be determined annually by the Board of Directors at their first meeting held following July 1st. In case of an emergency or extremely bad weather, a meeting may be canceled by the President. Section 2 Special Meeting Special meetings of the Chapter membership may be called by the President, the Board of Directors, or by petition of ten members in good standing to the Board. Notice of such meeting shall be sent to the members at least ten days prior to the date fixed for the special meeting, and such notice shall be accompanied by an agenda of the meeting. Section 3 Annual Meetings The Annual Business Meetings for the election of the Chapter Officers and the transaction of other business shall be held in May of each year, at this time annual reports must be presented. The Secretary shall send notice of the annual business meeting to each member of the Chapter not less than ten days prior to the meeting. The new Board of Directors will be installed at the June meeting. Section 4 Board of Directors Meetings A meeting of the Board of Directors shall be held prior to the regular monthly meetings of the membership, unless otherwise ordered by the Board of Directors. The President or any three Board members may call a special meeting of the Board at any time. Section 5 Quorum Each Chapter member in good standing shall be entitled to vote at a Chapter meeting. Twenty percent of the membership shall constitute a quorum. There shall be no voting by proxy at the meeting. Section 6 Board of Director’s Voting and Quorum Each member of the Board of Director’s in good standing shall be entitled to vote at Board meetings. Attendance by a majority of the current Board Members shall constitute a quorum. There shall be no voting by proxy at the meeting.
Article VI – Finances Section 1 Fiscal Year The fiscal year of the Chapter shall begin on July 1st and end June 30th of the following year. Section 2 Membership Dues Membership dues for the Chapter shall be set by the Board of Directors in advance of the new fiscal year. The amount will be in addition to the amount designated by the Association. The Chapter shall notify the Association of any changes in local dues no later than May 1st.
Article VII – Committees Section 1 Committees The Board of Directors may create such standing committees, as it may deem necessary to promote the purpose and carry on the work of the Chapter. The term of each chairman shall be for one year or until a successor has been selected. Section 2 Duties of the Committee Committees shall perform duties as specified by the Board of Directors. Section 3 Plan of Work The chairman of each standing committee shall present a plan of work to the Board of Directors for approval. No committee work shall be undertaken without the consent of the Board of Directors. Section 4 Ex-Officio Member The President shall be an ex-officio of all committees except the Nominating Committee.
Article VIII – Dissolution In the event of dissolution of the Chapter, all of its assets shall be paid over or transferred to one or more exempt organization of the kind described in Section 170(b)(1)(A) of the Internal Revenue Code 1954, as amended, and the regulations promulgated there under, as both now exist or may hereafter be amended. These assets are to be paid over or transferred to ARMA International as prescribed in its policies.
Article IX – Parliamentary Authority The rules contained in the current edition of Robert’s Rule of Order Newly Revised shall govern the proceedings of the Chapter in all cases not provided for in these By-Laws or Articles of Incorporation and ARMA International Polices and Procedures. Suspension of the Rules of Order Any rule of order may be temporarily suspended by a majority vote of those present at any meeting.
Article XI – Amendment Amendments to the By-Laws may be proposed by the Board of Directors on an affirmative vote of the majority of its members or by petition of twenty percent of the Chapter members in good standing. Within thirty days from the date of the minutes containing such a proposed amendment, a copy of that amendment shall be sent by mail to each member, together with a ballot and a notice specifying a date not less than two weeks thereafter on which the ballot must be in the possession of the Secretary. Amendments shall be made by an affirmative vote of the majority of the ballots cast.
Standing Rules Rule 1 – Assessment Any member failing to cancel reservations made for a scheduled Chapter function or meeting at least 72 hours in advance of the day of the function or meeting shall be assessed for expenses incurred by the Chapter on the member’s behalf. Rule 2 – Non-Payment The Chapter Treasurer will send any member in arrears for three months a formal notice, registered mail, demanding payment within ten days. If payment is not received by expiration of a ten day period following date of letter, individual will be dropped from Chapter Membership.
Revised and adopted this 31st day of July, 2009 |
