Bylaws of the ARMA-NCR (Ottawa) Chapter of ARMA International
ARTICLE I – NAME AND INTERPRETATION
Section 1. Name
The name of this Chapter is the ARMA National Capital Region (NCR) Chapter (Ottawa), hereafter referred to as “the Chapter” or the “ARMA NCR Chapter”.
Section 2. Interpretation
i. “Board” refers to the Board of Directors of the ARMA National Capital Region (NCR) Chapter (Ottawa) Chapter;
ii. “Board member” includes Directors and Officers;
iii. “Director” and “Officer” mean Director and Officer of the Chapter Board of Directors, respectively;
iv. “President,” “Secretary,” and so on refer to the President of the ARMA NCR Chapter, the Secretary of the ARMA NCR Chapter, and similarly with other Officers;
v. “member” is limited to a member of the Chapter in good standing as defined in Article III, section 4 of these bylaws;
vi. “ARMA International” refers to the international association; and
vii. “Region” refers to ARMA Canada which is the Canadian Region of ARMA International.
Section 3. Last Review Date
By-laws are current to the present and were last amended on 2020-05-21.
ARTICLE II – OBJECTIVES
The objectives of the Chapter are to:
1. Advance the practices of records and information management as disciplines and professions;
2. Organize and promote programs of research, education, training and networking within the professions;
3. Support the enhancement of professionalism among the membership; and
4. Promote co-operative endeavours with related professional groups.
ARTICLE III – Members
Section 1. Classes of Members
1.1 Professional
A duly qualified individual in good standing with the ARMA NCR Chapter and ARMA International entitled to full voting and other rights and benefits of the Association.
1.2. Honorary
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.
1.3 Associate
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, ARMA NCR Chapter elections, holding Chapter office or receiving the printed version of the Association’s professional magazine
Section 2. Requirements
2.1 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, are established and published by the ARMA International Board of Directors.
Section 3. Qualifications
3.1 Any individual who is generally interested in information science and/or related fields is eligible for membership.
3.2 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
4.1 A member in good standing is one whose current dues are paid to ARMA International and the ARMA NCR Chapter, and who complies with the provisions and obligations of the Articles of Incorporation and the Bylaws.
4.2 Members whose dues have not reached ARMA International or the Chapter within the period determined by ARMA International following the expiration date of membership are considered non-renewed.
Section 5. Applications
5.1 All applications for membership are made in writing on forms provided by ARMA International or online at the ARMA International website.
5.2 Applications are to be sent directly to ARMA International.
Section 6. Censure, Suspension or Expulsion
6.1 A member whose conduct
a) breaches the Articles of Incorporation, Bylaws, or rules and regulations
b) is unbecoming a member
c) is inimical to the welfare of ARMA International or the Chapter; or
d) creates an indebtedness to ARMA International or the Chapter
is liable to censure, suspension, or expulsion.
6.2 A decision to expel a member is valid when supported by two-thirds of the Board.
6.3 A decision to censure or suspend a member is valid when supported by a simple majority of the Board.
6.4 The individual whose censure, suspension, or expulsion is being contemplated by the Board is entitled to notice in writing.
6.5 The Board has the discretion to hold a hearing to review the charges or to appoint a special committee for that purpose.
6.6 Revocation of membership does not entitle the member to a refund of dues paid.
Article IV – Meetings
Section 1. Regular Meetings
1.1 The Board holds at least eight (8) regular meetings per year. These meetings are instructive or promotional with respect to the Chapter's objectives.
1.2 The Board has the discretion to choose the time and place of these meetings, the details of which are then communicated in a timely fashion to the membership.
1.3 The President has the discretion to cancel a meeting.
Section 2. Annual General Meeting
2.1 The Board designates the time and place for an annual general meeting (AGM) for the purpose of presenting annual reports (e.g. financial reports), and for the transaction of other business relative to Chapter affairs.
2.2 The Board has the discretion to schedule this meeting concurrently with another event.
Section 3. Special Meetings
3.1 The President or a majority of the Board has the authority to designate any time and place for a Special meeting.
3.2 Members are given at least two (2) days notice, and preferably ten (10) days notice, of the purpose, time, and place of a Special meeting.
Section 4. Quorum
4.1 Five (5) members constitutes a quorum for the transaction of business at a Regular, Special, or AGM.
Article V – Board of Directors
Section 1. Composition
1.1 The ARMA NCR Chapter Board of Directors, which is the governing body of the chapter, consists of the elected Officers of the Chapter and Directors appointed by the Board.
Section 2. Duties
2.1 The duties of the Board are as follows:
1) Manage the activities of the Chapter;
2) Select the dates and make arrangements for meetings of the members;
3) Maintain comprehensive and relevant records;
4) Maintain good relations with the Board, volunteers, members, vendors, sponsors, and the Community at large;
5) Maintain the values of the Chapter and of ARMA International; and
6) Perform all duties assigned to them individually in the chapter procedures.
Section 3. Board Meetings
3.1 The Board meets a minimum of eight (8) times per year to carry out its responsibilities.
3.2 The President has the discretion to select the time and location of these meetings.
3.3 A majority of the Board constitutes a quorum at a board meeting.
3.4 The President or a majority of the Board has the authority to designate any time and place for a Special meeting of the Board. Members are given at least 48 hours notice, of the purpose, time, and place of a Special meeting of the Board.
3.5 All Chapter members in good standing may attend regular or special Board meetings in a non-voting capacity.
3.6 The President has the discretion to cancel a meeting.
Article VI – Officers, Directors and Their Duties
Section 1. Officers and Directors Designation
1.1 The Officers of the Chapter are a President, President-Elect, Secretary, and Treasurer.
1.2 Directors, up to a maximum of seven (7), are appointed by the Board as required and confirmed by the membership at the AGM.
Section 2. Officer Qualifications
2.1 All Directors are eligible for nomination as Officers so long as they are members in good standing of ARMA International and the Chapter.
2.2 Individuals who have held the position of Director in the previous year are the first to be nominated to hold other offices.
2.3 If those individuals are unable or unwilling to serve, then any Chapter member is eligible to be nominated for an Office, subject to approval by the Chapter Board.
Section 3. Nomination and Election
3.1 Officers and Directors are elected or appointed by the Board subject to the provisions in the bylaws.
3.2 The Board ascertains that each potential candidate:
1) Meets the qualifications of the position; and
2) Is a member of ARMA International and the Chapter.
3.3 Candidates are presented to the Board during a board meeting and are elected by acclamation when there is only one candidate for a particular office.
3.4 When there is more than one candidate for a particular office, the President-Elect gathers nominations for the offices.
3.5 The President-Elect will then present the candidates to the Secretary at the AGM.
3.6 The Secretary will then conduct the election of Officers in accordance with Chapter procedures.
3.7 Directors will then be appointed by the newly elected Board.
3.8 Officers and Directors assume office at the beginning of the Chapter’s next fiscal year.
Section 4. Term of Office
4.1 All Officers and Directors assume office July 1.
4.2 They serve for a term of 2 years or until their successors are elected and have assumed duties.
4.3 The President-Elect is committed to serve a four (4) year term, comprised of two (2) years each as President-Elect and President.
4.4 No Officer or Director except the Secretary or Treasurer serve more than 2 consecutive terms in the same office, except to ensure the continuity of administration.
4.5 An Officer or Director who has served for more than half a term is considered to have served a full term.
4.6 A Director resigns by giving written notice to the President and the Board. This resignation takes effect at the time specified in the notice, or, if no time is specified, at a time determined by the Board.
Section 5. Vacancies
5.1 A vacancy in any office (except that of President) is filled by election by the Board for the remainder of the term.
5.2 A vacancy in the office of President is filled by the President-Elect.
Section 6. Duties and Responsibilities
The Officers and Directors perform the duties provided in this section and such other duties as are prescribed in these bylaws, by the board, in the adopted parliamentary authority, or by ARMA International.
6.1. The President:
1) Presides at and chairs meetings of the Chapter and of the Board;
2) Represents the Chapter at the Region and International ARMA levels;
3) Enforces the Constitution and By-laws and all directives of the Board;
4) Directs the administration of the business of the Chapter;
5) Prepares the Annual Report for presentation at the AGM and for circulation to the members;
6) Appoints special appointees as required, with the approval of the Board;
7) Other assigned duties.
6.2 The President-Elect:
1) Serves as an aide to the President as a member of the Board;
2) Performs the duties of President in the absence of that officer; and
3) Performs the duties assigned by the President or the Board.
6.2.1 In the event of resignation or permanent incapacity of the President, the President-Elect assumes the office of President for the remainder of that President’s term of office, and then for the following term as President in his or her own right.
6.3 The Secretary:
1) Records the minutes of all Board meetings and sends a copy of the minutes to the President within 10 days following the meeting;
2) Keeps the records of the Chapter and of the Board, excepting financial records;
3) Conducts the official correspondence of the chapter; and
4) Performs the duties assigned by the President or the Board.
6.4 The Treasurer:
1) Keeps the financial records of the Chapter and the Board;
2) Has custody of all of the funds of the chapter, which are deposited in a federally insured institution;
3) Drafts a budget for submission to the Board;
4) Keeps a full and accurate account of receipts and expenditures;
5) Makes disbursements as authorized in accordance with the budget adopted by the Chapter;
6) Presents a report at meetings of the Board and at least one Chapter meeting per year or as requested by the Board;
7) Prepares an annual report;
8) Submits reports as required by ARMA International; and
9) Performs the duties assigned by the President or the Board.
6.5 The Past President:
1) Provides guidance and support to the new President; and
2) Performs the duties assigned by the President or the Board.
6.6 Directors:
1) Directors perform the duties assigned by the President or the Board.
6.7 The Board is authorized to add or change the roles and duties for an Officer or Director by modifying that Officer or Director’s job description in chapter procedures.
Section 7. Removal
7.1 An Officer who
a) breaches the Articles of Incorporation, Bylaws, or rules and regulations
b) conducts themselves in a manner detrimental to the best interests of ARMA International or the Chapter; or
c) willfully exploits the organization for personal gain
is liable to removal from their office.
7.2 A decision to remove an officer is valid when supported by a simple majority of the Board.
7.3 The officer whose removal is being contemplated by the Board is entitled to notice in writing of specific charges.
7.5 The Board has the discretion to hold a hearing to review the charges or to appoint a special committee for that purpose.
7.6 An Officer removed from office under this section is ineligible for election to any office for one year from the date of removal.
Article VII – Committees
Section 1. Committees
1.1 The Board may create such standing committees as required to undertake the work of the Chapter.
1.2 The term of each chairman is one year or until a successor has been selected.
1.3 Chapter members are eligible to chair or sit as regular members of a committee.
1.4 The Board has the authority to approve the appointment of individuals who are not Chapter members as ad hoc committee members.
Section 2. Duties of Committees
2.1 Committees perform duties as specified by the Board.
Section 3. Plan of Work
3.1 The chairman of each standing committee presents a plan of work to the Board for approval before undertaking any work.
Section 4. Ex officio Member
4.1 The president serves as a member ex officio of committees.
4.2 The president will not serve as an ex officio member of a committee responsible for nominations.
Article VIII – Finances
Section 1. Fiscal Year
1.1 The fiscal year of the Chapter begins on July 1st and ends June 30th of the following year.
Section 2. Membership Dues
2.1 Membership dues for the Chapter are set by the Board in advance of the new fiscal year.
2.2 The amount for Chapter membership dues will be in addition to the amount designated by ARMA International.
2.3 The Chapter has the discretion to set or waive Student chapter membership fees.
2.4 The Chapter will notify ARMA International of any changes in local dues no later than May 1st.
Section 3. Audits
3.1 The Board has the discretion to arrange for and special audits of the Chapter's funds and accounts.
Article IX – Dissolution
In the event of dissolution of the Chapter, all of its assets are 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 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
1. These bylaws may be amended by a majority vote of the Board.
2. Proposed amendments are reviewed by ARMA International’s Director of Member Services and the Region Director prior to notice being sent to the members to ensure that the proposed amendment does not conflict with ARMA International Policy.
Amendments to the Bylaws are effective on the date adopted by the Board.