Bylaws of the
ORANGE COUNTY Chapter
ARTICLE I – Name
ORANGE COUNTY CHAPTER of ARMA International, also known as OCARMA
This chapter is classified as exempt federal income tax under section
501(c)(6) of the Internal Revenue Code.
ARTICLE II – Objectives
The objectives of this Chapter are:
A. To promote and advance improvements in the field of records and information management (RIM) and related fields through study, education, and research.
B. To advance professional knowledge and techniques by sharing and exchanging experiences and information related to the field of RIM through regular meetings.
C. To advance standards of professional competence in the RIM field.
ARTICLE III – Members
Section 1 – Classes of Membership
A duly qualified individual in good standing with the Association entitled to full voting and other rights and benefits of the Association.
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.
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 an ARMA International election, Orange County Chapter elections, holding Chapter office or receiving the printed version of the Association’s professional magazine.
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 Orange County 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 Orange County Chapter, and complies with the provisions and obligations of the Articles of Incorporation and the Bylaws.
Section 5 – Applications
Applications for membership (Professional or Associate) 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 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 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, and Treasurer.
Section 2 – Qualifications
All officers shall be members in good standing of ARMA International and the Chapter.
Section 3 – Nomination and Election
A. The Nominating Committee shall prepare a slate of nominees for each elective office.
B. Ballots shall be sent to every chapter member in good standing in late April or early May.
C. Officers are elected upon a simple majority of the collected ballots.
D. If there is only one candidate for a position, then the candidate is elected by acclamation.
E. With the approval of the Board of Directors, vacancies shall be appointed by the President. An unexpired term of office, regardless of length, may be filled by a qualified member without affecting the eligibility of the member to be elected to that office in the following term.
F. If in the case of an emergency, all officers may be retained until the emergency resides. The President may declare an emergency when a vacancy is not filled, or upon the illness or the death of an officer.
Section 4 – Term of Office
All Officers shall assume office July 1. They shall serve for a term of one year or until their successors are elected and have assumed duties. Members of the Board of Directors may serve consecutive terms. 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.
- President. The President acts as executive officer of the Chapter and is responsible for general and active management of the business of the Chapter, and enforces all orders and resolutions of the Board of Directors.
- Vice-President. The Vice-President assists the President with duties and assumes all duties of the President during the President’s absence or disability and acts as historian of the Chapter, gathering information and preparing the Chapter Annual Report.
- Secretary. The Secretary acts as official custodian of the records of the Chapter and takes minutes of all official meetings.
- Treasurer. The Treasurer manages all Chapter funds and submits reports as required by ARMA International.
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 Chapter meetings will be held at least once per quarter or as directed by the Board of Directors.
Section 2 – Special Meetings
Special meetings may be called at any time by the President, and shall be called by the Secretary upon the request of 20% of the membership.
Section 3 – Annual Meeting
The regular meeting in June shall be known as the Annual Meeting and shall be for the purpose of installing the officers for the next fiscal year, and for any other business that may arise.
Section 4 – Quorum
A quorum for the transaction of business shall consist of 20% of the membership, including two officers.
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 and Appointed Directors: Immediate Past President; Education and Programs Director; Hospitality Director; Membership Director; Communications Director; and Marketing Director.
Section 2 – Duties. The Board of Directors shall:
- Subject to limitation by law as to the actions to be authorized or approved by the membership, the Board of Directors is authorized to undertake and fulfill, by resolution duly adopted, any of the objectives set forth in Article II of these Bylaws, without previous authority or subsequent approval of the members.
- Appoint the Auditing Committee and approve its report.
- Approve an annual budget.
- Select the dates and make arrangements for meetings of the members.
- Other duties not otherwise specified.
Appointed Director Responsibilities:
- Immediate Past-President serves as general counsel to the President and to the Board of Directors, oversees Chapter Awards and elections, and chairs the Nominating Committee.
- Education and Programs Director coordinates all educational offerings provided by the Chapter, including regular meetings, seminars and workshops.
- Hospitality Director secures locations and services for regular meetings.
- Membership Director serves as liaison between the Chapter and its members and between the Chapter and ARMA International for all member-related issues.
- Communications Director coordinates all communication between the Board and the members.
- Marketing Director serves as a liaison between the Chapter and vendors, and promotes the Chapter to the general public.
- Specific responsibilities for each Board position are set out in the Chapter Handbook.
Section 3 – Meetings
- The Board of Directors shall meet at least once each month.
- A majority of the Board of Directors shall constitute a quorum.
- Special meetings of the Board of Directors may be called by the President or by a majority of its members. Seven (7) days’ notice shall be given.
- In the case of an emergency or extremely bad weather, a meeting may be cancelled by the President.
- A meeting of the former and new officers shall be held at the beginning of each year for the purpose of transitioning duties to new board members, conveying documents to the Chapter Secretary for disposition, managing retention of Chapter records, approving appointments of Committee Chairmen for the current year, planning chapter strategy for the coming year of the transaction of other business.
Article VII – 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 VIII – Committees
Section 1 – Standing Committees
Standing Committees are permanent committees appointed by the President and approved by the Board of Directors to fulfill any of the objectives of the Chapter. The Chairmen are members of the Board of Directors and all members serve for the fiscal year.
The Standing Committees are:
A. Programs Committee (Education and Programs Director)
B. CRM Seminar Committee (Education and Programs Director)
C. Nominating Committee (Immediate Past President)
Section 2 – Special or Ad Hoc Committees
Special or Ad Hoc Committees are temporary committees that may be appointed by the President or by the Board of Directors to administer particular affairs of the Chapter. Special committees serve for the fiscal year or until their purpose is fulfilled.
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 – Amendment
These bylaws may be amended by a two-thirds vote of the active members 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.