ByLaws

CHAPTER BYLAWS

WEST VIRGINIA VIRTUAL CHAPTER

 of

ARMA INTERNATIONAL

ARTICLE I, NAME

This not-for-profit-organization shall be known as the Virtual Chapter, West Virginia of the Association of Records Managers and Administrators, Inc. (8/14/2014)

ARTICLE II, MISSION

The Association of Records Managers and Administrators (ARMA, International) is an organization of individuals. 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 Membership Classes

The WV Virtual Chapter shall have four classes of membership:

        1. Regular

        2. Honorary

        3. Student

        4. Retired

         

        1. Regular - A duly qualified individual in good standing with the Association entitled to full rights and benefits of ARMA International. Membership in the Association is a prerequisite to membership in the WV Virtual Chapter of ARMA. They may also become a member of a chartered chapter. Any individual may have regular Chapter membership in more than one chapter. The individual must indicate in writing to ARMA International which Chapter will have the individual's primary Chapter membership listing. Elected Chapter officers must have their primary membership in the WV Virtual Chapter.

         

        2. Honorary - An individual who has been granted life membership by the WV Virtual Chapter Executive Board. International membership dues are the responsibility of the honorary member.

         

        3. Student - Any enrolled full time post-secondary student. Student membership does not convey the privileges of voting in ARMA International elections, holding elective office, or chairing committees. A student may also become a member of a chartered chapter. Students who are Chapter members in good standing with the Association may vote and hold elective office in the Chapter.

         

        4. Retired - Any current or former regular member who has retired from the profession of Records and Information Management. Retired membership does not convey the privileges of voting in ARMA International elections or holding elective office at the association level. Retirees who are Chapter members in good standing with the Association may vote and hold elective office in the Chapter.

         

Section 2 Requirements

The requirements for each of the various classes of membership, and the processes for application, in addition to those contained in 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 WV Virtual 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 generally interested in the field of Records and Information Management, shall be eligible for membership. Any individual so qualified may not be excluded from or denied membership in ARMA International, subject to the provisions of “Section 8 of this Article.”

Section 4 Good Standing

A member in good standing is one whose current dues are paid to ARMA International, the WV Virtual 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 Obligations of Members

Each member is expected to demonstrate a continuing interest in the Chapter by attending or being represented at Chapter meetings and by participating in other Chapter activities. Members who make an obligation to attend a paid function and fail to do so are expected to reimburse the Chapter for expenses incurred on their behalf.

Section 7 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 8 Censure, Suspension, or Expulsion

Any member may be censured, suspended, or expelled by the Executive Board for good cause, or if according to its findings, violation of any provisions or obligations of the Bylaws, Code of Professional Responsibility or rules and regulations has occurred. Conduct unbecoming a member, conduct inimical to the welfare of ARMA International and indebtedness to ARMA International shall also be cause for such disciplinary action. When such action is contemplated, the Executive Board shall provide written notification to the party concerned, and afford an opportunity for a hearing before the Board or a special committee appointed for this purpose. Should revocation result, any dues paid to a date beyond such revocation will not be refundable.

ARTICLE IV, OFFICERS

Section 1 Officers

The officers of the chapter shall consist of four (4) elected Officers, four (4) elected Directors, the Immediate Past President, and appointed directors (e.g., the Newsletter Editor). 

Section 2 Qualifications

All officers shall be members in good standing of ARMA International and the Chapter.  The Officers, Directors and Immediate Past President serve as representatives of the entire Chapter membership and are therefore expected to be familiar with Association policies, Chapter Bylaws and the specific concerns of the WV Virtual Chapter. They are expected to attend all scheduled Executive Board meetings.

Section 3 Nomination and Election

Section 1 Nominations for Officers and Directors

The Nominating Committee shall prepare a slate of nominees annually to fill the positions of Officers and Directors. Following the approval by the Executive Board, the slate shall be distributed to the membership in writing, for balloting purposes.

Section 2 Balloting

All Chapter elections shall be conducted by sealed, individually numbered ballots. The Chapter Secretary is responsible for preparing and forwarding such ballots to all members in good standing, including instructions for their return by a specified date. The ballot shall contain the slate of nominees and provide space for write-in votes. For balloting purposes, "members" are defined as those persons on the Chapter membership list as of March 1^st.

Section 3 Recall Procedure

Any Officer or Director may be recalled upon petition of at least 10 percent (10%) of Chapter members and approved by a recall referendum.

Section 4 Elections

Any candidates receiving a majority of votes shall be declared elected. If no candidate receives a majority of votes on the first ballot, a second ballot shall be taken of the two candidates who received the highest numbers of votes on the first ballot.

Section 4 Term of office

A.    All Officers shall assume office July 1.

B.    Term Limits

        1. Officers:

The President, Vice President, Secretary and Treasurer shall be elected for a term of one (1) year or until their successors are elected and have assumed duties by the membership and shall perform such duties as required or authorized by the Bylaws.

        2. Directors:

The governing body will include four (4) elected Directors to assist the Officers in the operations of the Chapter, to provide continuity and to represent the general membership. Each Director serves for a one (1) year term or until their successors are elected and have assumed duties.

        3. Immediate Past President:

The Immediate Past President shall assist the President and the Executive Board in maintaining continuity from one administration to another. The term of office shall follow immediately after the term served as President.

C.    No member of the governing body may be elected to the same position for more than two (2) consecutive terms, with the exception of the Treasurer, who because of the time involved in learning the duties of the office, and the desirability of maintaining continuity in the management of Chapter finances, may serve no more than four (4) consecutive terms.

D.    An officer who has served for more than half a term shall be considered to have served a full term.   

Section 5 Vacancies

Should an elected position become vacant, the Executive Board, by majority vote of the members present, shall be empowered to appoint a replacement for the remainder of the term of office. An appointment to fill a vacancy shall be documented, duly noting the specific position in the minutes of the Executive Board meeting. In case of recall, that individual may not be reappointed to the same position for that term of office. For all elected positions, if an individual is appointed by the Executive Board to fill a vacancy on or after January 1, he/she is eligible to be subsequently elected to two full consecutive terms; with the exception of the position of Treasurer, for which the appointed individual is eligible to be subsequently elected to four full consecutive terms.

If an individual is appointed by the Executive Board to fill a vacancy prior to January 1, the year in which the appointment takes place shall be considered the first full term, and the appointed individual is eligible to be subsequently elected to one additional term; with the exception of the Treasurer position, for which the appointed individual is eligible to be subsequently elected to three additional consecutive terms.

Section 6 Duties of the Officers, Directors and Immediate Past President

        A. Officers:

         

        1. President:

The President is the chief elected officer of the Chapter and shall:

§  Exercise general supervision over Chapter affairs.

§  Be responsible for enforcement of the Chapter Bylaws.

§  Preside at all Chapter meetings.

§  Appoint heads of all standing and ad hoc committees and special activities and by the same process fill vacancies as necessary, to execute Chapter business. Serve as Ex-Officio on all standing committees except the Nominating Committee.

§  Represent the Chapter at Region and Association levels.

§  Delegate authority to members of the Executive Board, Committee Chairpersons and heads of special activities, as necessary to execute Chapter business.

§  Be ultimately responsible for all Chapter records maintained by Committee Chairs, and as such, must ensure that these records are turned over to the succeeding Officers, Directors and Committee Chairs as appropriate.

        2. Vice President:

§  The Vice President shall assume the duties of the President when that Officer is absent, or as specifically requested by the Chapter President.

§  In addition, the Vice President coordinates and monitors the activities of all standing and ad hoc committees.

§  The Vice President also serves as the Chairperson of the Bylaws Review Committee.

        3. Secretary:

• The Chapter Secretary is the custodian of all official records of the Chapter except as otherwise noted. The incumbent is also responsible for:

• Preparing minutes of the Executive Board meetings and distributing the same to all Board members and committee Chairpersons no later than ten (10) working days after the Executive Board meeting.

§  Housing and maintenance of chapter library of periodicals, tapes, and books used by chapter members; check out of books and other materials to chapter members and follow up on their return; and advise board of purchases that should be made for the library.

§  Preparing the slate of nominees and official ballots for all elective offices submitted by the Nominating committee and approved by the Executive Board, ensuring the provision of a write-in space for each position on the ballot.

§  Preparing a roster of all Officers, Directors, Chairpersons and Committee members, including name, office number and address. The Secretary is also responsible for updating the roster as changes occur and mailing changes to each person on the roster.

§  Briefing the succeeding Secretary and turning over the appropriate records to the Chapter President at the June Executive Board meeting.

        4. Treasurer:

The Treasurer is the chief financial officer of the Chapter and shall:

         

• Protect the Chapter's financial integrity and act as custodian of all Chapter funds.

• Issue checks and/or money orders, or other payment documents and dispense Chapter funds according to the approved Annual Budget or amended Annual Budget.

§  Maintain accurate and adequate records of all financial transactions including receipt of membership dues, transfers of funds from the Association to the Chapter, receipt of monies derived from membership meetings and other sources, and all deposits, investments and disbursements.

§  Provide a financial statement at each regular Executive Board meeting.

§  Participate in semi-annual review (normally in January) by the Budget and Finance committee.

§  Turn over appropriate financial records to the auditor selected by the Executive Board at the end of the Chapter year.

§  Prepare a year-end financial statement as required by the Association for tax purposes.

§  Brief the succeeding Treasurer and turn over all financial records of the Chapter to the Chapter President at the June Executive Board meeting.

        B. Directors:

         

        1. Programs:

The Director of Programs shall be responsible for:

• Planning, scheduling, and arranging monthly membership meetings that are consistent with the objectives of the Association and address records and information management and related technologies and/or administrative management.

• Arrangements shall include but not be limited to meeting location, time, topic and speaker. With the exception of the agenda for the Annual Business meeting, the Director of Programs will be responsible for the monthly membership meetings held from September through June.

        2. Membership:

The Director of Membership is responsible for recruiting new members and encouraging membership renewals through the following activities:

§  Responding promptly to requests for information from prospective members and conduct follow-up activities as part of recruitment. Maintain the official Chapter records relating to current membership; forwarding updated information to the Association when changes occur that affect their computer files. Verifying reports issued by Headquarters.

§  Maintain accurate mailing lists indicating:

• M Members in good standing
• P Potential members (review this listing every three months, deleting names as appropriate)
• H Honorary members
• R Retired members
• D Dual Chapter members (primary membership in other Chapter)

·         Individuals who receive copies of Chapter mailings (i.e. Mid-Atlantic Region Chapter Presidents, Mid-Atlantic Region VP, ARMA Headquarters, etc.).

§  Provide information to the Newsletter Editor each month indicating new members, changes to member's address or phone number, and any other information relating to Chapter membership.

§  Provide report outlining current membership and potential members to the Executive Board at each regularly scheduled Board meeting.

§  Provide mailing labels in a timely manner as required by the Newsletter Editor for use in distributing the newsletter; Chapter Secretary for use in distributing the yearly ballots; and others as appropriate.

§  Distribute Membership Certificates to new Chapter members.

§  Maintain and distribute the Chapter Membership Directory to each member in good standing. Notify members of changes to the directory in a timely manner.

        3. Education:

The Director of Education is the Chairman of the Education Committee and is an elected position.  The Education Director and Committee are responsible for the coordination and advancement of information management education through the following activities:

§  Appoint the Education Committee members and direct the activities of the Committee.  Appoint subcommittees, such as the Seminar Committee.  Act as an advisor for these subcommittees.

§  Initiate and follow through on all chapter and association educational objectives.

§  Provide chapter members with opportunities for self-improvement in the field of records and information management.

§  Develop a working relationship with the administration of the community’s educational institutions that train for business occupations.

§  Coordinate the awarding of CRM credits through the Institute of Certified Records Managers. 

         

        4. At-Large:

This position will provide exposure to a wide variety of ARMA functions on both the Chapter and Association levels. As such, the Director is expected to participate in ad hoc committees or special projects as directed by the President, or interest dictates.

            C. Other Officers

                        1. Director of Communications

                        The Director of Communications is a position appointed by the President and                             approved by Board Members. The Director of Communications is responsible for                               updates to--and maintenance of--the chapter website; ensuring that members                                     and web-site visitors may be informed and up-to-date on events and issues.                                Responsibilities include: maintaining links to ARMA International and other                                  educational and relevant websites; updates of events and programs and other                            chapter news including job postings and links of interest to chapter members.

                        2. Newsletter Editor

                        The Newsletter Editor is a position appointed by the President and approved by                          Board Members.  The Newsletter Editor ensures that all members are kept                                 informed and up-to-date on events and issues that affect the chapter.  The duties                of the Newsletter Editor are to produce an informative, high-quality newsletter,                                maintain an accurate and complete mailing list of chapter members.

                        3. ICRM Liaison

TThe ICRM Liaison is an elected position.  In the event that the pool of qualified applicants is too small (fewer than 2 qualified applicants) the position will then be appointed by the president and approved by the board. The ICRM Liaison performs the following duties: provide general information regarding the ICRM and assist potential candidates in preparing their application; provide information on the exam process and certification maintenance program; establish study groups, mentoring, and “adopt a candidate” programs; and promote the ICRM at workshops, seminars, and meetings.

        D. Immediate Past President:

The Immediate Past President shall serve as chairman of the Nominating Committee.

        E. Voting Privileges:

The Executive Board members and committee Chairpersons shall have equal voting privileges on all matters brought before the Executive Board.

Section 7 Removal

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 Chapter Membership Meetings

        A. Regular Meetings:

Unless otherwise indicated by the Executive Board, the Chapter membership shall meet monthly at a place and time to be determined by the Executive Board. Chapter members shall be notified of meetings at least 10 days prior to the meeting date.

        B. Special Meetings:

A special meeting may be called as follows:

        1. By the President

        2. By petition to the President by two-thirds of the Executive Board.

        3. By petition to the President or the Executive Board by 20 percent (20%) of Chapter members in good standing.

Notice and the purpose of such special meetings, including an agenda shall be distributed to all parties concerned at least seven (7) days prior to the date of the meeting.

Section 2 Annual Meeting

The Annual Meeting will be held to announce the results of the annual elections, to introduce and install newly elected Officers and Directors, and to entertain questions or remarks from any member in attendance and shall be held in June of each year as specified by the Executive Board.

Section 3 Quorum

20 percent of Chapter Members In Good Standing shall constitute a quorum to transact Chapter business during membership meetings.  

ARTICLE VI, EXCUTIVE BOARD

Section 1 Governing Body

The governing body of the WV Virtual Chapter shall be known as the Executive Board. This Board shall consist of four (4) elected Officers, four (4) elected Directors, the Immediate Past President, and appointed Committee Chairpersons (e.g., the Newsletter Editor). 

Section 2 Executive Board Meetings

        A. Regular Meetings:

The officers of the Executive Board will hold a management meeting at least monthly to discuss the Chapter operations. The Chapter President shall be responsible for scheduling and arranging regular Board meetings.

        B. Quorum:

A majority of the Executive Board shall constitute a quorum to transact Chapter business.

      C. Executive Board Votes:

The Executive Board meeting in session may vote on any motion by secret ballot, show of hands, or voice vote and the result shall be recorded by the Secretary. However, it is recognized that it is sometimes necessary for some members to occasionally participate by phone. In such cases voting will be done by voice vote only. It is further recognized that it is at times necessary to vote electronically via e-mail when an issue needs to be resolved and a board meeting is impractical or even impossible. In such cases the votes will be over a period not to exceed seven (7) days and will be received and recorded by the Secretary. Electronic votes MUST be done in such a way that all Executive Board members are able to follow the vote should they choose to do so; electronic votes that are not open to all the Executive Board will not be considered valid and will not count.

ARTICLE VII, FINANCES

Section 1 Fiscal Year

The Fiscal Year of the WV Virtual Chapter shall begin July 1 and end June 30 of the following calendar year.

Section 2 Chapter Dues

A. Chapter membership dues and fees shall be set at the discretion of the Chapter Executive Board 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.

         

B. The Chapter dues structure must provide for the payment of ARMA International dues to ARMA International Headquarters.

Section 3 Disbursements

        A. The Executive Board shall approve expenditures. The Chapter's financial institution shall be notified in writing of the Executive Board members authorized to withdraw funds. The Treasurer will issue checks to cover normal expenses incurred, provided the amount is less than six hundred dollars or otherwise board-approved and/or routine chapter business as determined by the board.

         

        B. Requests for reimbursement for monies expended on behalf of the Chapter must be submitted to the Treasurer in writing, including an explanation and/or receipt for the expense incurred.

ARTICLE VIII, COMMITTEES

All Chapter committees shall be comprised of sufficient members to accomplish designated tasks. Each Committee Chairperson shall:

        • Select Chapter members, in good standing, for their respective committee.

         

        • Notify the Executive Board of Committee members.

         

        • Submit committee membership changes to the Executive Board as they occur.

         

        • Maintain adequate documentation on committee activities and brief their successors.

Section 1 Standing Committees:

Standing committees have a continuous function throughout the year although the level of activity may vary. The Chapter President, with approval of the Executive Board, appoints committee Chairpersons. Chairpersons may attend Executive Board meetings and are expected to report on their activities. The President shall serve as ex-officio on all committees, except the Nominating Committee.

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

Section 1. Revisions and/or Amendments to Bylaws:

Any revisions and/or amendments to Chapter Bylaws should be reviewed by the Region Manager and ARMA International Director of Member Services to insure that the revisions are in compliance with ARMA international Bylaws.

Section 2.  Adoption of Amendments:

Proposed amendments to the Chapter Bylaws shall be adopted with a two-thirds vote of the Executive Board 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.