OCARMA BY-LAWS

(Revised Sept 2006)

Art I - Name
Art II - Objectives
Art III - Membership
Art IV - Officers and their Duties
Art V - Meetings
Art VI - Board of Directors
Art VII - Finances
Art VIII - Committees
Art IX - Records
Art X - Dissolution
Art XI - Parliamentary Authority
Art XII - Amending the By-Laws

Article I - NAME

The name of this Chapter shall be the ORANGE COUNTY CHAPTER of the Association of Records Managers and Administrators. In these By-Laws, the International Association of Records Managers and Administrators is referred to as ARMA International. 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:

To promote and advance improvements in the field of records and information management (RIM) and related fields through study, education and research.
To advance professional knowledge and techniques by sharing and exchanging experiences and information related to the field of RIM through regular meetings.
To develop and advance standards of professional competence in the RIM field.

Article III - MEMBERSHIP

Section 1 - Classes of members

Regular Chapter Member
A duly qualified individual in good standing with the Association entitled to full rights and benefits of ARMA International.
Honorary
An individual who has been granted life membership by ARMA International's Board of Directors.
Student
Any enrolled full time post-secondary student. Student membership does not convey the privileges of voting in ARMA International elections, Orange County Chapter elections, or holding Chapter office.
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, Orange County 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 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 (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

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.
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 & THEIR DUTIES

Section 1- Officers

The officers of the chapter shall be a President, Vice President, Secretary, Treasurer, Director of Education, Historian, Director of Hospitality, Director of U.S. Governmental Affairs, Director of Membership, Director of Newsletter, Director of Job Placement, Director of Marketing, and Director of Website.

Section 2 - Qualifications

All officers shall be members in good standing of ARMA International and the Chapter.

Section 3 - Nomination and Election

The Nominating Committee shall prepare a slate of nominees for each elective office.
Vacancies shall be filled by the President with the approval of the Board of Directors. An unexpired term of office, regardless of length, may be filled without affecting the eligibility of the member to be elected to that office.
In case of emergency, all officers may be retained until the emergency subsides. 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 my 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

President
1. Act as executive officer of the Chapter and have general and active management of the business of the Chapter, and enforce all orders and resolutions of the Board of Directors.
2. Preside at all meetings of the general membership, the Annual Meeting and at all meetings of the Board of Directors.
3. Appoint, with the advice and consent of the Board of Directors, all standing and special committees.
4. Act as ex-officio member of all committees, except the Nominating Committee.
5. Sign, with approval of the Board of Directors, all contracts or formal instruments obligating the Chapter.
6. Have authority to sign checks for the Chapter.
7. Have the power to delegate any duties to the Vice President.
8. Perform all other duties incidental to this office.
9. Shall be responsible for the incorporation of the Chapter.
Vice President
1. Assist the President with duties and assume all duties of the President during the President's absence or disability.
2. Plan and arrange programs for the regular meetings.
3. Sign checks in the absence or disability of the Treasurer and President.
4. Coordinate the sending of notices of all meetings and notify those concerned of special matters requiring their attention.
Secretary
1. Act as official custodian of the active records of the Chapter.
2. Keep current copies of the By-Laws of ARMA and the Chapter.
3. Record the proceedings of all meetings of the Chapter and of the Board of Directors.
4. Notify officers and committee members of their election or appointment.
5. Prepare and have published such records and reports as the Board of Directors may request.
6. Notify all members of the Board of Directors of any called meetings of the Board of Directors.
7. Conduct the general correspondence of the Chapter as directed by the President.
8. Control chapter communications media including any and all printed matter including, but not limited to, stationery, brochures, business cards and the chapter Internet website.
Treasurer
1. Collect, disburse and manage all funds of the Chapter.
2. Forward Association dues to ARMA International Headquarters.
3. Sign checks for the Chapter.
4. Prepare budgets and provide other financial information as directed by the Board of Directors.
5. Maintain Chapter books and ledgers.
6. Submit a written financial report at each Board of Directors meeting and prepare an annual report of the Chapter's financial condition and submit it at the Annual Meeting.
7. Serve as chairman of the Budget Committee.
8. Prepare and file all financial papers required by law.
Past-President/Advisor
1. Serve as general counsel to the President and to the Board of Directors.
2. Oversee the Nominating Committee.
3. Prepare and mail a ballot to each member listing the recommendations for elective officers made by the Nominating Committee. The Ballot shall provide spaces to vote for write-in candidates.
Director, Education
1. Promote the professional development and education of the members through programs, seminars, workshops and informational material.
2. Act as the Chapter liaison to ARMA's Director of Education Services, the Education Development Committee and the Institute of Certified Records Managers.
3. Act as Chairman of the Chapter Seminar Committee.
Historian
1. Document all Chapter functions.
2. Maintain Chapter scrapbook and inactive/historical records.
Director, Hospitality
1. Act as liaison with site representatives to coordinate food and speakers' audio-visual needs.
2. Arrange any special room accommodations.
3. Take reservations.
4. Keep a Guest Register of the names and addresses of all guests attending each meeting.
5. Coordinate dissemination and retrieval of name tags.
Director, U.S. Governmental Affairs
1. Act as the liaison between the Chapter and ARMA regarding legislation.
2. Inform Chapter members of upcoming or new legislation.
3. Solicit support for any pending legislation.
4. Maintain Chapter By-Laws and coordinate regulate updates of by-laws as directed.
Director, Membership
1. Promote membership at the Chapter as well as at the International level.
2. Monitor the renewal of the existing memberships.
3. Promote attendance at the Chapter meetings and greet any new members and guests.
4. Maintain an accurate list of members.
5. Prepare mailing labels as needed.
6. Serve as Chairman of the Membership Committee
7. Serves as liaison to Member Services Department at ARMA International Headquarters.
Director, Newsletter
1. Coordinate and distribute Chapter Newsletter, using timely information from the Board of Directors, ARMA International and other sources.
2. Forward the appropriate number of copies to the ARMA newsletter award judges.
3. Solicit contributions to the newsletter which include articles, advertising and announcements.
4. Ensure timely receipt of all materials to meet established publication dates.
5. Edit all articles submitted to the newsletter.
6. Compile and write news items for the newsletter as needed.
Director, Job Placement
1. Maintain a current listing of job opportunities in the RIM field.
2. Prepare a monthly listing for the Chapter newsletter.
3. Make notices of job opportunity openings available to interested parties.
Director, Marketing
1. Prepare news releases on Chapter activities.
2. Solicit advertising for Newsletter
3. Coordinate calendar listings of Chapter events.
4. Act as Chapter liaison to other organizations.
5. Prepare yearly marketing plan for chapter activities.
Director, Website
1. Content / webpage development coordinator
2. Information dissemination

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 each month 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 receiving reports of officers and committees, for any other business that may arise and for installing the officers for the next fiscal year.

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 officers Directors: Education, Historian, Hospitality, U.S. Governmental, Affairs, Membership, Newsletter, Job Placement, Marketing, and Website.

Section 2 - Duties The Board of Directors shall:

Subject to limitation by law as to 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 By-Laws, 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.

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 for any purpose and at any time by the President or Vice President.
A meeting of the new officers shall be held each year for the purpose of organizing, approving appointments of current Committee Chairmen for the current year or the transaction of other business.
In the case of an emergency or extremely bad weather, a meeting may be cancelled by the President.

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

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:

Conference and Seminars (Education Director)

Employment (Job Placement Director)

Membership (Membership Director)

Hospitality/Programming (Vice President)

Marketing (Marketing Director)
The Special or Ad Hoc Committees are temporary committees which 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 until their purpose is fulfilled. The Budget Committee and Nominating Committee are special committees whose members are appointed by the Board of Directors.

Article IX - RECORDS

After June 30 of each year the retiring Officers, Directors and Committee Chairmen shall convey to the Historian all accounts, records, books and other papers belonging to the Chapter. The Historian shall be charged with the disposition of all records. The Board of Directors shall provide a suitable storage place for permanent records.

Article X - 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 XI - 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 XII - AMENDING THE BY-LAWS

These bylaws may be amended by a two-thirds vote of the active members (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.