ARTICLE I: NAME AND OBJECTIVES

Section 1:

The name of this organization shall be Archives, Information and Records Management Association, Inc. DBA Georgia Records Association (hereinafter referred to as Association.)

Section 2:

The objectives of this Association are to promote cooperation and the exchange of information among individuals and agencies interested in government records and information management; to provide a forum for the discussion of matters of common concern; to foster and promote a better public understanding of the functions and purpose of government records management; to foster and promote a better understanding of Georgia Statutes and regulations; to encourage the continuous exchange of information among government archives and records management agencies to improve their programs and services; to promote education and training in records and information management; and promote the effective and efficient use of new technologies to manage information.

ARTICLE II: MEMBERSHIP

Section 1:

Persons involved in information and records management may become members of this Association by paying dues as set by the Board of Directors. Members in good standing may serve on the Board of Directors and may be elected as an officer of the Association.

Section 2:

A corporate membership shall be accorded any vendor or contractor of goods and services of interest to the records and information management profession. Corporate membership shall not hold office, however may nominate non-corporate members to the Board of Directors.

ARTICLE III: BOARD OF DIRECTORS

Section 1:

The Board of Directors shall have the power and authority to manage the Association and to govern its affairs. The Board of Directors shall determine policies and changes within the limits of the Bylaws of the Association and shall take such actions, as it considers necessary to carry out the objectives of the Association.

Section 2:

The Board of Directors shall be elected by the membership and shall consist of The President, Vice-President, Secretary, Treasurer, and five (5) Directors. To be eligible to be an officer of the Board, one must have been a member in good standing for one (1) year. Members of the Board of Directors shall be limited to serving two (2) consecutive terms in the same office. There will be no more than two (2) members on the Board from one government agency/private company. If there are two (2) members from one agency/company only one (1) may serve as an officer of the Board.

Section 3:

The Board of Directors has the authority to act on behalf of the Association between meetings of the Association. The Board of Directors shall establish its own operational procedures.

Section 4:

The Board of Directors shall meet as it may deem necessary by the President or by the request from three (3) members of the Board of Directors. Whenever, in the judgment of the Board of Directors, as questions arise that should be put to a vote of the Board and cannot await a meeting of the Board, the Board of Directors may vote by mail ballot, telephone or electronic means.

Section 5:

The presence of a majority of the total membership of the Board of Directors then in office shall be necessary at any meeting of the Board to constitute a quorum.

Section 6:

In the event that a vacancy occurs in the membership of the Board of Directors, a replacement may be elected by a majority vote of the remaining members of the Board to serve until the next election.

Section 7:

Each director will serve for a staggered two (2) year term, but may resign his/her appointment at any time and may be removed, with or without cause, by a three-quarters vote of the entire Board of Directors. Upon the death, removal, resignation or incapacity of any member of the Board of Directors, a majority of then remaining Directors shall elect his/her successor to serve until the next election. The exception to this would be if the President resigns or is removed from the Board, the Vice President would assume the President position. All members of the Board shall serve until their successors are elected and assume their duties.

Section 8:

Members of the Board of Directors must pay their dues by March 31st of each year to be a member in good standing.

ARTICLE IV: BOARD OF DIRECTORS MEMBERS

Section 1:

The officers of the Association shall be a President, Immediate Past President, Vice-President, a Secretary, a Treasurer, and four (4) Board Members.

Section 2:

The President shall be the chief executive officer of the Association and shall have general supervision and control over its affairs. The President shall have the following responsibilities: to preside at all meetings of the Association and Board of Directors; to prepare an annual report to the Association; to appoint members to committees as needed with the approval of the Board of Directors; to be ex-officio member of all committees except the Nominating Committee; and to deposit and disperse Association funds in the event that the Treasurer is unable to do so. In the event of resignation, absence, incapacitation or withdrawal, of the President, the Vice President shall assume the duties of the President. Should further succession to the office be necessary, the duties of the President shall be assumed by the most recent Past President.

Section 3:

The Vice-President shall have the following responsibilities: to assist the President in the management of the affairs of the Association; to assume all of the duties of the President during his/her absence or disability; to represent the President when necessary as an ex-officio member of all committees except the Nominating Committee, and to perform such duties as may be assigned by the President and/or Board of Directors.

Section 4:

The Secretary shall have the following responsibilities: keep a record of all proceedings of the Association and the Board of Directors; shall notify any members of his/her election of office or appointment to committees; shall issue all notices, including the presentation of the mail ballot vote. The Secretary shall perform such other duties as are customary to the office or as may be assigned by the President or the Board of Directors.

Section 5:

The Treasurer shall have the following responsibilities: to send due notices to members and to maintain an up-to-date listing of all members in good standing. He/she shall keep and preserve proper books of accounts, which will be at all times subject to audit by the Board of Directors appointed by the President. The funds of the Association shall be kept in the name of the Association in a bank approved by the Board of Directors. Expenditures greater than $1,000.00 shall be approved by the President. The Treasurer must sign all checks. He/She will provide a financial report at each regular board meeting. The Treasurer shall submit a report of receipts and disbursements and the balance on hand upon request of the Board of Directors.

Section 6:

Directors will have the following responsibilities: attend the majority of the called meetings of the Board of Directors, attend the majority of conferences and workshops, and perform additional duties as assigned by the President.

Section 7:

The term of office shall be two years and shall commence on January 1st following their election. No elected officer shall serve more than two consecutive terms in the same office.

Section 8:

The Directors shall serve without compensation.

ARTICLE V: MEETINGS

Section 1:

The Board of Directors shall meet as it may be deemed necessary by the President or by the request of three (3) members of the Board of Directors. The Board will set the meeting locations to meet the needs of the Directors.

Section 2:

Regular Board meetings are open to all members in good standing.

Section 3:

A quorum for the transaction of any business shall be a majority of the Directors then in office.

ARTICLE VI: COMMITTEES AND OTHER APPOINTMENTS

Section 1:

All Committee Chairs and Committee Members must be members in good standing.

Section 2:

Standing Committees of the Association shall include the Nominating Committee, Education Committee, and Conference Committee.

Section 3:

Standing Committees shall be created or abolished as required by vote of the Board of Directors. The President shall appoint the chairs of Standing Committees, the appointments to be confirmed by a majority vote of the Board of Directors. Committee Chairs shall appoint a minimum of two (2) persons to serve on their Committee.

Section 4:

When the need arises, Special Committees shall be created in the same manner as the regular Standing Committees. Special Committees shall serve until their business is completed and final report submitted to the Secretary.

ARTICLE VII: NOMINATIONS AND ELECTIONS

Section 1:

A Nominating Committee of not less than three (3) members in good standing of the Association shall be appointed by the in coming President as set forth in Article VI, Section 2. No member of the Nominating Committee shall run for elective office during their tenure on the Committee.

Section 2:

A Nominating Committee shall consider candidates for the Office of President, Vice-President, Secretary, Treasurer, and five (5) Board members. Nominated candidates cannot currently be a member of the Board unless their present term will expire at the end of the current calendar year. The Board of Directors authorizes the Nominating Committee during the process to disclose the number of people running for office without disclosing the names. The recommendations of the Nominating Committee shall be formally reported in writing to the Board of Directors.

Section 3:

Ballots shall be mailed by the secretary to the members in good standing at least thirty (30) days before the election. Dues must be paid by the closing of the Spring Conference of each year to receive a nomination form and ballot. The Nominating Committee shall establish a deadline for the return of ballots, which shall be clearly noted, on the ballot. Members of the Nominating Committee shall count ballots. Ballots received after the established deadline shall be considered null and void.

Section 4:

The timeline for elections shall be as follows: Completed slate of nominations shall be presented to the Secretary by September 1st. The Secretary will prepare and offer a ballot including spaces for write-in candidates for each office to the Board of Directors no later than mid September for approval. Ballots would be sent by the secretary to the members in good standing by October 1st. Ballots would need to be returned to the Nominating Committee no later than November 1st. New Board members/officers will be announced at the Fall Conference and new Board members/officers will take office January 1st.

Section 5:

The candidate who receives the largest number of votes for an office shall be elected with the exception of the candidates for available Director positions; the names receiving the largest number of votes for positions available shall be elected. In the event of a tie, election shall be determined by a coin toss administered by the Nominating Committee Chairman.

ARTICLE VIII: PUBLICATIONS

Section 1:

The Association shall publish a newsletter and other publications as the Board of Directors may designate.

Section 2:

With approval of the Board of Directors, the President shall appoint an Editor for the newsletter and other such Editors as necessary.

Section 3:

The Association shall not be responsible for statements of opinions advanced in its publications or in papers or discussions at meetings of the Association, except for those authorized by the Board of Directors.

ARTICLE IX: THE RECORDS OF THE ASSOCIATION

Section 1:

All records of the Association shall be open for public inspection.

Section 2:

The records of the Association shall be preserved by the officers and committee chairs and shall be promptly turned over to their successors.

ARTICLE X: DUES AND FEES

Section 1:

The Board of Directors shall determine dues.

Section 2:

Membership fees will be due January 1st of each year. The fiscal year will be January 1 to December 31. Membership shall start upon first payment of dues. Membership will be in effect for each calendar year ending December 31st. Dues must be paid by the closing session of the Spring Conference of each year to receive a nomination form and ballot.

ARTICLE XI: AMENDMENTS

Section 1:

The Association is authorized and directed to prepare, adopt, or amend such Bylaws as may be desirable to carry out the administrative practices of the Association. An up-to-date copy of the Bylaws shall be available to members on the Association website or upon request to the Secretary.

Section 2:

The Bylaws may also be amended, altered, or repealed, or new bylaws adopted by majority vote of the Board of Directors at any meetings of that body when the Board deems such amendments necessary to the smooth management of the Association. This will be done in a manner that will be consistent with the law and the Association’s Article of Incorporation.

ARTICLE XII: PROPERTY

Section 1:

Any sale or transfer of any stock, bond, security or any other property standing in the name of the Corporation, shall be valid only if signed by the Corporation acting through any two officers. Any transfer signed in this manner, having affixed thereon the seal of the Corporation, shall in all respects bind the corporation as fully and completely as if each transaction had been authorized by a specific vote of the Directors, and any person, firm or corporation to whom a copy of this Article shall have been certified by the Secretary shall be entitled to rely thereon until notified of its repeal.