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Upstate New York Chapter
Association of Records Managers and Administrators, Inc
Bylaws
Revised May 2010
ARTICLE I - NAME
This not-for-profit organization shall be known as the Upstate New York Chapter, Association of Records Managers and Administrators, Inc (ARMA International). The UNY Chapter is chartered number 024 of the ARMA International.
ARTICLE II - OBJECTIVES
The mission of ARMA International is to provide education, research and networking opportunities to information professionals, to enable them to use their skills and experience to leverage the value of records, information and knowledge as corporate assets and as contributors to organizational success.
ARTICLE III - MEMBERS
Section 1. Classes of members.
A. Regular Chapter Member
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, Upstate New York Chapter elections, or holding Chapter 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 elections, Upstate New York Chapter elections, holding Chapter office, or receiving The Information Management Journal.
Section 2. Requirements
The requirements of for 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 the Upstate New York Chapter shall not be denied nor abridged on account of race, color, religion, sex, age, national origin, disability, sexual orientation or choice of life style.
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, the Upstate New York 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. Applications are to be sent directly to ARMA International.
Section 6. Non-Renewal and Reinstatement
A. Members whose dues have not reached ARMA International by the membership expiration date 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.
C. Regular Chapter members who have a lapse in membership as a result of non-renewal are given a 12-month grace period before removal from the Chapter mailing list and membership mailing list. After the 12-month grace period, if the individual has still not renewed they will be removed from the mailing list and will have to pay non-member rates to attend meetings.
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 findings, 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 causes 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.
ARTICLE IV – OFFICERS AND THEIR DUTIES
Section 1. Officers.
The officers of the chapter shall be a President, Vice President, Secretary, Treasurer, a minimum of three (3) elected directors and the Immediate Past President.
Section 2. Qualifications
All officers shall be members in good standing of ARMA International and the Chapter.
Section 3. Nomination and Election.
The Nominations Committee will call for open nominations or ask for self-nomination during the month of April. If only one qualified candidate runs for an elected position, then that candidate shall be considered voted into office by acclamation and shall assume the office as defined in the Bylaws. When there is more than one qualified candidate for an elected position, it is a contested position and balloting and voting shall be required.
In the event of a contested position, ballots will be distributed to the membership by a member of the Nominations Committee in May. Ballots will be returned to the Chair of the Nominations Committee. Results will be tallied by at least two members of the Nominations Committee. A majority of votes shall constitute an election. Results will be announced to the membership via electronic communication. Installation will be scheduled by the President.
Section 4. Term of office
All Officers shall assume office July 1. They shall serve for a term of two (2) years or until their successors are elected and have assumed duties. No elected officer shall be eligible to serve for more than two (2) consecutive terms in the same office unless extenuating circumstances require it. Directors may run for re-election for as many times as they continue to have an interest. An officer who has served for more than half a term shall be considered to have served a full term.
Section 5. Vacancies
A vacancy in any office except that of President shall be filled by election by the Board of Directors for the unexpired term.
Section 6. Duties and Responsibilities.
The officers shall perform the duties provided in this section and such other duties as are prescribed in these Bylaws, by the Board of Directors, in the adopted parliamentary authority, or by ARMA International.
A. President. The President shall:
1. Be the chief executive officer of the Chapter and shall: exercise general supervision over the affairs of the Chapter;
2. Be responsible for the enforcement of the Bylaws and all directives of the Board of Directors (BoD);
3. Appoint, with the approval of a majority vote of the BoD, all standing Committee Chairs, unless provided otherwise, and, if necessary, appoint members of all Committees or at his/her discretion authorize the BoD to make such appointments;
4. Serve as ex-officio member of all standing committees except nominating;
5. Keep the BoD fully informed of the activities of the Chapter; deliver to his/her successor in office all books, papers, records and property of the Chapter for which s/he is or may become responsible;
6. Notify the Chapter Treasurer in writing of members terminating, furnishing dates and cause of termination;
7. Perform all other duties normally incident to this office.
B. Vice-President. The Vice-President shall:
1. Assume all duties of the President during his/her absence or disability;
2. Assist the President with her/his duties;
3. Serve as an ex-officio member and be responsible for coordinating the activities of all special committees;
4. Perform such other duties as may be assigned by the President and/or the BoD.
C. Secretary. The Secretary shall:
1. Be the official custodian of all current records of the Chapter:
2. Keep a record of all meetings of the BoD and meetings of the Chapter membership;
3. Distribute to the BoD copies of the record of proceedings of all meetings;
4. Handle correspondence as directed by the President and/or the BoD;
5. Perform such other duties as provided by the Bylaws or assigned by the President or BoD.
D. Treasurer. The Treasurer shall:
1. Be the custodian of all funds of the Chapter; receive all membership dues and other payments to which the Chapter is entitled;
2. Disburse funds of the Chapter upon BoD approval;
3. Deposit all funds in the name of the Chapter in depositories approved by the BoD;
4. Provide statements of the financial condition of the Chapter for each newsletter issue and the close of the fiscal year;
5. Submit reports as required by ARMA International.
6. Perform such other duties as provided by the Bylaws or as may be assigned by the President or the BoD.
- Directors:
- Serve on the BoD
- Perform other duties as provided by the Bylaws or as may be assigned by the President or the BoD.
- Immediate Past President/Chairman of the Board. The Immediate Past President shall:
- Serve as a non-elected position on the board until succeeded by a new Immediate Past President;
- Provide support to the President;
- Chair nominations committee;
- Perform other duties as provided by the Bylaws or as may be assigned by the President or the BoD.
Section 7. Removal
- 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.
- 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.
- 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 Meetings
The UNY Chapter will hold meetings as scheduled during the summer planning meeting, with a minimum of two meetings scheduled per fiscal year. Meetings are announced to the membership through electronic methods.
Section 2. Special Circumstances
If a Chapter member in good standing loses his/her job, s/he may attend one lunchtime meeting of his/her choosing at no charge;
Section 3. Quorum
A majority of the members in attendance at the meeting shall constitute a quorum for the transaction of business in any meeting of the chapter.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. Composition
The Board of Directors, which is the governing body of the chapter, shall consist of the elected officers, a minimum of three (3) elected directors, and the Immediate Past President.
Section 2. Duties.
The Board of Directors shall:
- Appoint a replacement in the case of an officer resignation;
- Suspend any member for cause after said member has been duly notified of the reasons for such action and has had an opportunity to appear before the Board of Directors;
- Remove any Committee Chairperson with cause;
- Reinstate any suspended members;
- Approve all cash disbursements;
- Perform such other duties as properly devolve upon a Board of Directors of an unincorporated association;
- Perform other such duties as may be requested by the President.
Section 3. Meetings.
A. The newly installed slate of officers and directors shall meet once during the summer months to plan the year and its meetings.
B. BoD meetings will be held in conjunction with each regular meeting unless otherwise announced.
C. A majority of the Board of Directors shall constitute a quorum.
D. A special or emergency board meeting may be called by the President as determined by the President or at the urging of a Board member.
E. Teleconferencing and e-mail will serve in the capacity as a virtual meeting room where board decisions or discussions must take place in a timely manner.
F. In the case of an emergency or extremely bad weather, a meeting may be cancelled by the President.
ARTICLE VII - FINANCE
Section 1. The Fiscal Year
The Fiscal Year of the chapter shall be July 1 to June 30.
Section 2. Financial Audit
If the total financial assets of the Chapter fall below $1000, the Treasurer must notify the BoD, and a special meeting will be called and the BoD will determine a course of action which may or may not include the call for an audit.
Section 3. Disbursements
A minimum of two officers will have check signing authority: Treasurer, and President, Vice President or Secretary; all charges over $100 not directly related to program meeting expenses must be pre-approved by the BoD.
Section 4 Dues Refunds:
Any member who resigns or is terminated for any reason shall not be entitled to a refund of dues paid.
ARTICLE VIII – COMMITTEES
Section 1. Committees/Appointed Chairs
- Membership Committee: The BoD may appoint a Director to be in charge of Chapter membership which includes: maintain the official list of members and their addresses; notify ARMA International of any changes in membership information; recruit new members and send out new member packet; distribute applications as necessary.
- Program Committee: Each program shall be managed by an ad hoc committee identified at the summer planning meeting; the committee consists of a chair, newsletter editor and organizer; every BoD and officer must serve on at least one committee; the committee has authority to change the program content or forum as required without BoD approval with the exception of financial changes that exceed the original estimate of meeting cost, under these circumstances, they must seek BoD approval; if a committee member is forced to resign from their duties, assignment of another BoD member will be determined based on need.
- Web Master: This position is contingent on available resources such as host server etc.; will maintain Chapter website. The Web Master will maintain a membership list and will ensure only members in good standing (allowing for the grace period) have access to sections of the web site that are restricted to members only.
- Nomination/Awards Committee: The Nominations/Awards Committee shall consist of the Immediate Past President and appointed members, not to exceed three (3); create slate of officers and board through nominations and recruitment; mail ballots and tally the results; announce Chapter Member of the Year; present other awards as determined.
- Chapter Historian: The official repository of the UNY Chapter archives is Syracuse University Archives; the appointed historian will ensure required Chapter records are sent to the repository.
ARTICLE IX - 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 X - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the proceedings of the chapter in all cases not provided for in these Bylaws or Articles of Incorporation and ARMA International Policies and Procedures.
ARTICLE XI - AMENDMENTS
These Bylaws may be amended by a two-thirds vote of the Board of Directors provided that notice of the proposed amendment has been sent in writing at least thirty (30) days prior to the meeting at which the amendment is voted. Proposed amendments shall be reviewed by ARMA International’s Director of Member Services and the Region Manager prior to notice being sent to the members to insure that the proposed amendment does not conflict with ARMA International Policy.
Approved by ARMA HQ: 5/27/2010
Approved by Membership: 6/21/2010
Amended 9/9/2022
Amendment approved by ARMA HQ: 8/5/2022
Amendment approved by Board: 9/9/2022
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