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Effective 2 March 2021 Based on Member Ratification (2011A)

ARTICLE I

Name

The name of the Association shall be International Secure Information Governance & Management Association (i-SIGMA).

ARTICLE II

Purpose

Section 1. PURPOSE AND GOALS:

The purposes of the Association shall be:

  1. To promote and encourage the highest standards of ethics for the information management services industry globally.
  2. To promote the interests and general welfare of the information management services industry; to encourage efficiency and bring about improvement in such services; to extend the scope of the industry, and to encourage the use of the services provided by members by commerce, industry, education institutions, and government.
  3. To create a wider recognition of the industry as meeting the needs of commerce, industry, education institutions, and government and its role in managing and protecting the security, confidentiality, integrity, and availability of information, data, records, and media.
  4. To conduct and promote research regarding improved processes, materials, and marketing for the information management and services industry.
  5. To establish wider communications between companies engaged in the industry.
  6. To conduct and promote such other logical activities that will enhance the economic growth of the information management services industry.

Section 2. FURTHERANCE OF PURPOSES AND GOALS:

In furtherance of these purposes and goals, the Association shall engage in all lawful activities necessary and proper to the furtherance of the purposes and goals set forth herein. The Association is organized as a not-for-profit corporation. All income from dues and other sources will be used for the fulfillment of its stated purposes as set forth in its Articles of Incorporation and in Section 1 of this Article. At no time will the property or earnings from activities of the Association be used for the individual benefit of any one member.

ARTICLE III

Membership

Section 1. SERIVCE PROVIDER MEMBERS:

Any person, corporation or other entity actively engaged in providing information management services to commerce, industry, education, and government may become a member of the Association, subject to and bound by all the bylaws and policies of the Association as are in force at the time of the admission of such member or as revised or amended thereafter. Service Provider Membership is not automatically transferable. In the event of a change in a majority holding in ownership of the Service Provider Member, the new ownership is responsible to notify the Association in writing no later than thirty (30) days after the change of ownership or status or before the next general membership meeting, whichever should come first. The Membership Committee will determine, in its sole discretion, the transferability and/or new status of the Service Provider Member that is the subject of the ownership change no later than sixty (60) days after receipt of the notification of change of ownership.

Section 2. VENDOR MEMBERS:

Any corporation or other entity that provides products and services to the Service Provider Members of the Association, or any corporation or other entity that has an interest in the information management services industry, may become a “Vendor Member” of the Association subject to and bound by all the bylaws and policies of the Association as are in force at the time of the admission of such member or as revised or amended thereafter. Vendor Members shall not be eligible to vote or hold office other than the right to vote for and serve as the Vendor Director of the Board of Directors who will represent their interests as described in Article V, Section 4b.

Section 3. HONORARY MEMBERS:

Honorary Members shall be such persons, as the Board of Directors shall elect for that honor. Such Honorary Members shall not be eligible to vote or hold office in the Association.

Section 4. PROFESSIONAL MEMBERS:

Individuals who formerly have been involved in the information management services business and who wish to remain connected to the Association; and professionals involved in information and/or security management (i.e. records and information managers, MIS, ADP, security professionals, imaging specialists, archivists, healthcare administrators, legal administrators, librarians and educators) may apply to become “Professional Members” of the Association. Such members shall not be eligible to vote or hold office in the Association. The Board of Directors may, by majority vote of a quorum, grant Professional Member status to people or organizations which do not qualify for membership under other membership categories.

Section 5. APPLICATIONS:

Applications for membership and the appropriate dues payment will be received and reviewed by the Executive Director. When the Executive Director determines that the applicant has met the minimum requirements for membership in the Association, the applicant will be proposed to be admitted to the Association, subject to review by the Membership Committee, which shall occur in a timely manner. In the event that the Membership Committee has some question about whether the applicant meets the qualifications for membership in the Association, the applicant will be so notified in writing by the Executive Director and provided with an opportunity to clarify or augment their application in writing within thirty (30) days of such notice. Should the applicant not wish to provide information that would clarify or augment their application as requested or should the Membership Committee determine that the applicant does not qualify for membership, the Executive Director will refund the membership dues collected and the application shall be deemed rejected. Should the applicant wish to appeal a finding that they do not qualify for membership in the Association, they may appeal the decision to the Board of Directors within thirty (30) days of said notification. Such an appeal shall be in writing and shall be filed with the Executive Director. In the event of an appeal, the Board will hear that appeal at their next regularly scheduled meeting and review any materials submitted for consideration at that time. The applicant may choose to attend the Board meeting and present their appeal directly, at their option. The decision made by the Board on any such appeal shall be final.

Section 6. CERTIFICATE OF MEMBERSHIP AND LOGOS:

Each member shall receive from the Association an applicable and appropriate membership certificate. Such certificate of membership is not transferable to any other company, corporation, or entity. Accepted Members shall be authorized to use such logos or marks as are approved by the Board of Directors from time to time. Such approved logos, marks, and membership certificates may be displayed and used so long as both: (i) the member is a member in good standing of the Association and fulfills all requirements of membership; and (ii) the logos, marks, and membership certificates are approved by the Board of Directors. If a member’s membership in the Association is terminated for any reason or if the Board of Directors revokes approval for a logo, marks, or membership certificate, the member shall immediately cease all use of any logos, marks, or certificates or any other materials related to the Association; and all use of the logos and membership certificate, or reference to the Association, shall be eliminated from stationery, truck advertising, literature, websites or other material within thirty (30) days, unless otherwise approved by the Board of Directors.

Section 7. TERMINATION OF MEMBERSHIP:

Membership in the Association will continue until terminated by reason of (a) resignation, (b) nonpayment of dues, or (c) by action of the Board of Directors for failure to meet membership criteria, conduct deemed detrimental to the Association, a violation of these bylaws, or a violation of any established rule or practice of the Association.

Membership will automatically terminate whenever a member is one hundred twenty (120) days in default of any dues or charges. In special circumstances, such termination may be reviewed and rescinded by the Board of Directors.

Termination by action of the Board of Directors will occur upon a two-thirds vote of the Board. In case of such termination, the member involved will be given written notice of the intent to terminate the member and may request (by written notice to the Executive Director) a hearing before the Board of Directors prior to termination. After any action by the Board of Directors to terminate a member, the terminated member will be given prompt written notice thereof by the Executive Director.

Section 8. REINSTATEMENT:

Upon written request to the Executive Director, an individual, corporation or other entity whose membership in the Association has been terminated for any reason may ask the Board for reinstatement as a member. The Board of Directors may by a two-thirds affirmative vote reinstate such terminated member.

ARTICLE IV

Dues and Assessments

Section 1. ANNUAL DUES:

The Board of Directors shall determine from time to time the amount of initiation fee, if any, and annual dues payable by each classification of membership.

Section 2. PAYMENT OF DUES:

Dues shall be paid annually on a calendar year basis. Dues for members who join mid-year may be prorated based on policies adopted by the Board of Directors. A member whose dues and/or assessment(s) are not current is not eligible to participate in the meetings, programs, or services provided by the Association at the member rate.

Section 3. HONORARY MEMBER:

There shall be no dues paid by Honorary Members.

ARTICLE V

Membership Meetings

Section 1. ANNUAL MEETING:

An annual meeting of the members shall be held at any such time and place as determined by the Board of Directors. The purpose of said meeting shall be for presenting annual reports and transaction of any other business as may properly come before the membership.

Section 2. SPECIAL MEETINGS:

Special meetings of the members may be called either by the President or the Board of Directors for the purpose or purposes stated in the call of the meeting. Additional meetings of the members may be called by the President upon written request of at least twenty-five percent (25%) of the Service Provider Members of the Association. All special membership meetings will be held at such time and place as may be fixed by the President and/or the Board of Directors.

Section2b. ELECTRONIC MEETINGS:

From time to time, as determined and approved by the Board of Directors and to the extent permitted by law, Association business or elections may be convened and conducted electronically, wherein all eligible participants are issued electronic communications regarding the nature of the decision and given a minimum of thirty (30) days to respond. Directors may be elected by written ballot or electronically to the extent permitted by law

Section 3. NOTICE OF THE MEETINGS:

Written notice stating the place, date, and hour of any meeting of members shall be sent by the Executive Director to each member no less than ten (10) nor more than sixty(60) days before the date of such meeting, except that notice of a meeting to act on an amendment of the articles of incorporation, a plan of merger, or a proposed sale of assets other than in the regular course of business shall be given not less than twenty-five (25) nor more than sixty (60) days before the date of such meeting. In case of a special meeting, or when required by statute or by these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed delivered when deposited in the mail addressed to the member at the address for such member as it appears on the records of the Association, with postage thereon prepaid. If the meeting notice is delivered electronically, the notice of the meeting shall be deemed delivered when dispatched. A record of the electronic notification shall be kept.When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

Section 4a. SERVICE PROVIDER MEMBER VOTING RIGHTS, QUORUM, AND MANNER OF ACTING:

Each Service Provider Member shall be entitled to one vote. Votes are non-transferable and not subject to proxy. Ten percent (10%) of the total voting Service Provider Members of the Association will constitute a quorum for the election of Directors (other than the election of the Vendor Directors who shall be elected solely by the Vendor Members) or the transaction of business at any member meeting. No business may be transacted without a quorum. The act of a plurality of the voting Service Provider Members present at a meeting at which a quorum is present will be the act of the members, except where otherwise provided in these bylaws.

Section 4b: VENDOR MEMBER VOTING RIGHTS, QUORUM, AND MANNER OF ACTING:

Each Vendor Member shall be entitled to one vote in determining the Vendor Director. Votes are non-transferable and not subject to proxy. The number of Vendor Members voting shall constitute a quorum for the election of the Vendor Director. Only Vendor Members shall be entitled to vote on for the election of the Vendor Director.

Section 5. ORDER OF BUSINESS:

Roberts Rules of Order shall govern the order of business at all meetings of the members and the Board of Directors unless otherwise determined by a majority vote of a quorum of voting members or Directors present at the meeting. All questions of parliamentary procedures at any meeting are to be governed by Roberts Rules of Order. The Chair of the meeting shall decide any questions as to the priority of business without debate in accordance with Roberts Rules of Order.

ARTICLE VI

Board of Directors

Section 1. AUTHORITY:

The Board of Directors will have the responsibility for taking action necessary to further the purposes and objectives of the Association. The Board of Directors will have supervision, control, and direction of the property and affairs of the Association and will determine its policies within the limits of these bylaws. The Board, in its sole discretion, may delegate duties to any officer, committee, or employee of the Association from time to time and may determine who will be authorized to sign documents on behalf of the Association. The Board of Directors may adopt such rules and regulations for the conduct of its business as will be deemed advisable from time to time.

Section 2. NUMBER:

The Board of Directors shall always consist of at least twelve (12) but no more than sixteen (16) voting directors. Subject to the foregoing limitations, the number of directors may be altered from time to time by a duly adopted resolution of the Board of Directors, provided that no decrease shall have the effect of shortening the term of any incumbent director. The elected Officers of the Association set forth in Article VII Section 1 are included as voting members of the Board of Directors. The Executive Director is an ex officio member of the Board of Directors without the right to vote.

Section 3. BOARD CONSTRUCTION:

It shall be the charge of these Bylaws that the Association Board of Directors be representative of all segments of the Information Management industry, the geographic regions, and service platforms of the Service Provider Members. To that end it is hereby proscribed that the following constituency category representations shall be designated as mandatory in the composition and construction of the Board of Directors: One (1) vendor member (as required under Article VIII, Sec.2 above), one (1) maximum dues paying member, one (1) USA record storage provider member, one (1) international/non-USA record storage provider member, one (1) USA hard-copy document destruction provider member, one (1) international/non-USA hard-copy document destruction provider member, and one (1) electronic data destruction provider member. A Director may serve as a representative from more than one constituency category, but not represent more than two categories. Any of the individual Directors outlined above are eligible to become an officer of the Association, except the Vendor Member-Director.

Section 4. QUALIFICATIONS OF DIRECTORS:

Any person who is actively engaged in the information management services business and who is either employed by a company which is a Service Provider Member or is an officer or owner of a company which is a Service Provider Member, shall be eligible for election to the Board of Directors (other than as the Vendor Director), provided they meet the other requirements or limitation defined by the specific post. Any person, who provides products and services to the Service Provider Members of the Association and who is either employed by a company which is a Vendor Member or is an officer or owner of a company which is a Vendor Member, shall be eligible for election to the Board of Directors as the Vendor Director. If any member of the Board of Directors shall cease to be actively engaged in the information destruction business or the representative’s company is no longer a member in good standing with the Association, this individual shall no longer be eligible to continue as a Director or officer notwithstanding the fact that they may have been eligible at the time of their election. In case of such disqualification, the vacancy thus created shall be filled as hereinafter provided. A limit of one employee, officer, or owner of any member may serve on the Board of Directors at the same time.

Section 5. TERM OF OFFICE:

Directors (including the Vendor Director) shall serve for a period of three (3) years and shall be ineligible for re-election for a Director position for the term immediately thereafter. Notwithstanding the foregoing, officers shall continue to serve as Directors during the term that they are serving as officers. Director terms shall be modified to result in a staggering of terms from year to year (so that the terms of approximately one-third of the Directors expires each year) by agreement of the Board of Directors, or, failing agreement, by lot. Directors whose initial term is less than three (3) years (whether because their terms were modified pursuant to the prior sentence to establish the staggered terms or because they were elected to fill a vacancy) will not be precluded from serving a subsequent three (3) year term.

Officers Terms of Service (See Article VII below)

Section 6. MEETINGS OF THE DIRECTORS:

Meetings of the Board of Directors may be called by the President; a notice of such meetings shall be mailed or communicated electronically to the last recorded address of each Director at least fifteen (15) days before the time appointed for such meetings. At the request in writing of four (4) members of the Board of Directors, a call for a special meeting of the Board of Directors may be issued, and not less than three (3) days’ notice shall be required for such special meeting. There shall be a regular meeting of the Board of Directors immediately following the annual meeting of members.

Section 7. ATTENDANCE OF MEMBERS:

Unless otherwise restricted as described herein, representatives of Members of the Association in good standing shall be privileged to attend non-confidential portions of meetings of the Board of Directors with the right to express their opinions, but not the right to vote. The President or the designated presiding officer will have the right to limit attendance at Board of Director meetings or portions of meetings to officers and Directors, and other involved parties and/or staff to fulfill the Association’s legal or operational guideline requirements.

Section 8. QUORUM FOR DIRECTORS MEETING:

A majority of the Board of Directors shall constitute a quorum of the transaction of business. In the absence of the President and President-Elect, the quorum present shall choose a Chair for the meeting. If a quorum is not present, a lesser number may adjourn the meeting to a later day without further notice. The act of a majority of the voting Directors present at a meeting at which a quorum is present will be the act of the members, except where otherwise provided in these bylaws.

Section 9. ABSENCE OF DIRECTORS:

Any member of the Board of Directors who is unable to attend a Board of Directors meeting shall notify the President of his or her inability to attend. If a Director is absent from two meetings of the Board in any twelve-month period, the President may declare their seat on the Board of Directors vacant, and the vacancy so created shall be filled as provided in Section 12.Section 10. INFORMAL ACTION OF THE BOARD OF DIRECTORS. Except as otherwise expressly provided by statute, the Articles of Incorporation, or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors (or of any committee designated by the Board of Directors) may be taken without a meeting if a written consent setting forth the action is signed by all of the members of the Board of Directors (or committee). Such consent shall have the same force and effect as a vote at a meeting. From time to time, the Board of Directors may approve enforceable agreements with an organization representing a subset of members or prospective members, and such agreements may offer member benefits and provide for initiation fees and dues for such members that vary from those stipulated herein or applied to the general population of members in the same membership category, where such agreements are deemed in the overall best interest of the association and its members.

Section 11. PARTICIPATION IN MEETINGS.

Except as otherwise expressly provided by statute, the Articles of Incorporation, or these bylaws, members of the Board of Directors (and members of any committee designated by the Board of Directors) may participate in and hold a meeting of such Board of Directors (or committee) by means of conference by telephone or other electronic media provided that the technology chosen allows all members participating the meeting to interact with all other members at the meeting. Participation in a meeting pursuant to this paragraph shall constitute presence at such meeting, except where a person participates in the meeting for the express and exclusive purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

SECTION 12. DIRECTORS INDEMNIFICATION:

The Association shall indemnify and hold harmless each Director and each officer of the Association as provided in the Association’s Articles of Incorporation.

Section 13. CONFLICTS OF INTEREST:

It shall be inappropriate and a conflict of interest for any Director or the member they represent to act in a manner that is contrary or destructive to the purpose, goals, interests, or mission of the Association. The Board of Directors shall therefore be responsible to develop, maintain, enforce, and periodically review guidelines for exposing, determining, and remedying such conflicts of interests as they may arise. Said guidelines should include elements of due diligence, due process, and remediation of the conflict of interest, including, where necessary, the removal of a Director. Said guidelines shall be approved by a majority vote of the Board of Directors.

Section 14. ABSTENTIONS AND RECUSALS:

It is the prerogative of any director, at their sole discretion and volition, to vote affirmatively or negatively, to abstain on any question, or recuse themselves entirely from the discussion and voting. In the case of an abstention, the vote will be included in the calculation of total votes, being counted neither as affirmative nor negative. Where a member chooses to voluntarily recuse themselves from a discussion and/or vote, the recusal is similarly calculated in the total votes cast, while being neither affirmative nor negative.

ARTICLE VII

Officers and Executive Director

Section 1. OFFICERS:

The elected officers of this Association shall be President, President-Elect, Immediate Past-President, Secretary, and Treasurer.

Section 2. TERM OF OFFICE:

The position of President-Elect shall be for a term of one (1) year after which the President-Elect shall automatically become the President for a one-year term, after which the President shall serve a one-year term as the Past President.

To be eligible to be nominated for, or elected or serve as an officer, the individual must meet the requirements of having had eleven (11) continuous months of service on the Board of Directors within the previous six (6) years. Once elected to the position of President-Elect, the person so elected will not be eligible for re-election to the position of President-Elect until after serving in another elected position on the Board of Directors or having remained off the Board of Directors for one (1) year upon completion of duties as Past President.

The Treasurer and Secretary shall serve two-year terms in a manner such that said terms of service for the respective offices expire in alternate years.

Section 3. FIDELITY BOND:

The Treasurer or any other person entrusted with the handling of funds or property of the Association, shall, at the discretion of the Board of Directors, furnish, at the expense of the Association, a fidelity bond in such sum as the Board of Directors shall prescribe.

Section 4. DUTIES OF THE OFFICERS:

The duties and powers of the Officers of the Association shall be as follows:

PRESIDENT: The President will be the principal member of the Association and will have general oversight of the business and affairs of the Association. The President will call and preside at all meetings of the Association and the Board of Directors. The President may sign any instruments which the Board of Directors may authorize to be executed and in general will perform such other duties as are incident to the office of President or which may be assigned by the Board of Directors. The President shall appoint the chair of each committee, unless stipulated otherwise by the bylaws, and shall be a member ex-officio, with the right to vote, of all committees, except the Nominating Committee. In the event of a vacancy in the position of the office of President that cannot be filled by a sitting President-Elect, any appointee duly approved by the Board of Directors, must meet the requirements of having had two (2) years of service on the Board of Directors or as a committee chair within the previous six (6) years.

PRESIDENT-ELECT: In the absence of the President, or in the event of the President’s inability or refusal to act, the President-Elect will perform the duties of the President, and when so acting will have all the powers of the President. The President-Elect shall be the Chair of the Membership Committee and will perform such other duties as may be assigned from time to time by the President or by the Board of Directors.

SECRETARY: The Secretary shall (a) keep or cause to be kept the minutes of all meetings and proceedings of the Board of Directors, (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, and in general perform all of the duties as, from time to time, may be assigned to him or her by the Board of Directors.

TREASURER: The Treasurer shall cause appropriate financial reports to be presented to the Board of Directors and shall perform such other duties as the Board of Directors may prescribe. The Treasurer will also be responsible to ensure an audit of the Association’s financial status and transactions is performed every third year. The financial records of the Association shall be open to all members of the Board of Directors at any time and also open to inspection by any member of the Association.

IMMEDIATE PAST PRESIDENT: The Immediate Past President is the person who has just completed their term as President. He or she will serve in advisory capacity to the Board with full voting rights. The Immediate Past President will be the chair of the Nominating Committee as provided for herein.

EXECUTIVE DIRECTOR: The Executive Director shall serve as an ex-officio director and will be the Chief Executive Officer of the Association responsible for the administrative and day-to-day operation of the Association and may be either a salaried employee of the Association or an organization employed by the Board of Directors. The Executive Director will be responsible to the Board of Directors. The Executive Director will have the authority to execute contracts on behalf of the Association as approved by the Board of Directors and shall perform such other duties as may be assigned by the President or by the Board of Directors.

ARTICLE VIII

Director Elections, Removal, and Vacancies

Section 1. ELECTION:

Directors (other than the Vendor Director) and elected officers shall be elected annually by plurality vote of the Service Provider Members who returned official ballots. Ballots will be sent to the Service Provider Members at least thirty (30) days before each annual membership meeting. Directors and officers will take office at the general membership meeting of the Association in the year of their election.

Section 2. ELECTION OF VENDOR DIRECTOR:

One Vendor Director shall be elected every three (3) years by plurality vote of the Vendor Members who returned official ballots. Ballots will be sent to the Vendor Members at least thirty (30) days before each annual membership meeting. The Vendor Director will take office at the general membership meeting of the Association in the year of his or her election.

Section 3. REMOVAL:

Any director or officer may be removed from office, with or without cause, by the consent of three-quarters of the members of the Board Directors except the director or officer to be removed at a duly noticed meeting at which the director or officer to be removed is given the option of participating, should she or he so desire.

Section 4. VACANCIES:

Whenever any vacancy shall occur on the Board of Directors by death, resignation, removal, or otherwise, the same shall be filled by a majority vote of a quorum of the remaining members of the Board of Directors at the next regular meeting of the Board, unless such vacancy occurs during a meeting, in which event the vacancy shall be filled as soon as possible, but no longer than three (3) months.

The person so chosen shall hold office for the full-unexpired portion of the term of his predecessor and shall be eligible for re-election for the term immediately thereafter. Any individual appointed to fill a vacancy on the Board of Directors must have the requisite qualifications as defined here in.

ARTICLE IX

Committees

Section 1. APPOINTMENT OF COMMITTEES:

All standing, ad hoc, or temporary committees, sub-boards, task forces, and councils shall be created by the President, with the approval of the Board of Directors, except the Executive Committee, the Nominating Committee, and the Membership Committee. All committee, sub-board, task force and council chairs shall be appointed by the President with the approval of the Board of Directors, except the Executive Committee, Nominating Committee and Membership Committee. Where committee, sub-board, task force or council membership or participation is not specifically designated by its Board-approved charter as requiring Board of Directors approval, such membership or participation shall be approved by the committee chair.

Section 2. EXECUTIVE COMMITTEE:

The Executive Committee shall consist of the duly elected officers of the Association and the Immediate Past President. This committee will act upon all matters pertaining to the Association between the Board of Directors meetings and such other duties as may from time to time be determined by the majority of a quorum the Board of Directors.

Section 3. NOMINATING COMMITTEE AND NOMINATING PROCEDURE:

At the second meeting of the new Board of Directors and after each annual membership meeting, the President shall appoint, subject to the approval of the Board of Directors, a Nominating Committee of at least two (2) members in addition to the Immediate Past President. The Past President shall serve as Chair of this committee. In the event of the disability of the Immediate Past President, the Directors shall designate which of the two (2) other committee members shall serve as Chair. In selecting the remaining members of the Nominating Committee, consideration shall be given to geographic distribution. After the Nominating Committee has been appointed, notice shall be given to all members of this Association, in order that they may suggest to the Committee candidates for officers and Directors of the following year.

It shall be the charge of these Bylaws that the Nominating Committee seek to nominate candidates that will meet the Board of Directors construction requirements as set forth in Article VI. Sec. 3. above, and in doing so ensure that the Association Board of Directors will be representative of relevant segments of the Information Management industry, taking into consideration the needs of Service Providers from geographic regions both domestic and abroad, such representation to consist of an adequate cross section of the constituencies that would comprise the Association membership that shall include, but not be limited to, those that derive from:(i)the USA records storage industry, (ii) the USA hard copy and electronic data destruction industry, (iii) maximum dues paying members from any constituency, (iv) the vendor member constituency, (v) those international Non-USA markets that the Board identifies as having strategic significance to the affluence of the information management industry abroad, and (vi) any other constituency from the information management industry that the Board feels would be in the best interest of the Association to include.

To ensure such efforts, the Nominating Committee shall, no less than ninety (90) days before the annual membership meeting, submit to the Board of Directors, an outline of the construction of the (i) existing Board of Directors identifying the constituencies its members represent, and (ii) the slate of candidates they seek to nominate, identifying the constituencies they each would represent. Upon receipt the Board of Directors shall evaluate such slate and either approve such, or make recommendations to the Nominating Committee to revise such as it deems necessary in the interest of achieving its goal of ensuring a fair and adequate cross section of constituency representation.

Upon the Board of Director’s acceptance of the slate of candidates, the Committee shall, by correspondence or otherwise, review the nominees’ eligibility under the bylaws and obtain the nominees’ commitment to serve in case they are elected to the position nominated. If no nominees are submitted for an open position, the committee shall use its best effort to seek nominees from eligible member representatives.

The list of candidates shall be submitted to the Secretary of the Association no less than sixty (60) days before the annual membership meeting. A memo of such candidates with the notice of the annual meeting shall be sent to members.

Section 4. MEMBERSHIP COMMITTEE:

There shall be a Membership Committee for the Association that will be chaired by the President-Elect.

Section 5. COMMITTEE PROCEDURE:

All Committees shall conduct operations and procedures in accordance with Roberts Rules of Order.

ARTICLE X

Miscellaneous Provisions

Section 1. DISSOLUTION:

Upon dissolution of the Association, all debts and claims against the Association shall be paid. If there are any funds remaining after the payment of debts and obligations, it shall be distributed to such organization or organizations that are exempt organization or organizations under Section 501(c)(3), 501(c)(4), or 501(c)(6) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.

Section 2. EVIDENCE OF AUTHORITY:

A certificate by the Secretary as to any action taken by the members, Directors, Executive Committee or any officer or representative of the Association shall as to all persons who rely thereon in good faith be conclusive evidence of authority for such action.

Section 3. INTERPRETATION OF THE BYLAWS:

In the course of any meeting, regular or special, the President shall have the authority to make any necessary interpretation of the bylaws. However, any member of the Board of Directors may make an appeal from any interpretation of the bylaws of this Association. The decision of a majority of a quorum of the Board of Directors, acting promptly upon such appeal, shall be final and conclusive. However, any member may bring the matter before the next annual membership meeting for discussion and action. If the decision of the membership by a majority of a quorum reverses or modifies the decision of the Board of Directors, it shall not affect the validity of any action already taken or omitted in reliance on the Board of Directors’ decision.

Section 4. MEMBER GRIEVANCES:

Any person having a grievance must first report in writing such grievance to the Executive Director. No action at the annual meeting can be had unless it is included in the report of the President.

Section 5. FISCAL YEAR:

The Fiscal Year of the Association shall end on June 30 of each year.

Section 6. POLICIES:

The Board of Directors may adopt and revise from time to time policies, including policies concerning the designation by member companies of contact persons, persons entitled to vote on behalf of such companies, and similar matters. Except to the extent inconsistent with the Corporation’s Articles of Incorporation or Bylaws, the policies shall govern the matters set forth therein. In the case of any conflict between the policies and the Corporation’s Articles of Incorporation or Bylaws, the Articles of Incorporation or Bylaws, as the case may be, shall control.

Section 7. REIMBURSEMENT OF EXPENSES:

Any member of the Association including officers and members of the Board of Directors and any committee members, with the approval of the Board of Directors, may be reimbursed for any expenses incurred in connection with the performance of Association duties properly delegated to them.

ARTICLE XI

Amendments to the Bylaws

Section 1. AMENDMENTS BY MEMBERS:

These bylaws may be amended, repealed, or altered either in whole or in part, by a majority vote of a quorum of the members of the Association, in person at any duly organized regular or special meeting of the Association, provided the proposed change is submitted electronically or by mail to each member at its last recorded address at least thirty (30) days before the time of the meeting which is to consider the change.

Section 2. AMENDMENTS BY BOARD OF DIRECTORS:

These bylaws may be amended, repealed, or altered by the Board of Directors between membership meetings, provided, however, that any such amendments must be made by a concurring vote of three-quarters of all of the Directors. In the event there is a vote to amend of the bylaws at a meeting of the Board of Directors at which less than all of the Directors are present, such amendment shall be effective only if the total of concurring votes by Directors in attendance equal three-quarters of all Directors. Any amendment shall not be effective until ratified by the members as provided in Section 3 below.

Section 3. RATIFICATION OF DIRECTORS AMENDMENTS:

Any change in the bylaws made by the Board of Directors in accordance with the preceding Section must be submitted to the members at the next membership meeting, regular or special, electronically, or by mail, for ratification by plurality vote of the Service Provider Members who returned official ballots. A notice of all such amendments adopted by the Board of Directors shall be included in the notice of membership meeting sent to each member prior to such meeting.

ARTICLE XII

Settlement of Any Claims or Disputes by Arbitration

  1. Any controversy or claim arising out of or relation to these bylaws, or to the breach thereof shall be settled by arbitration administered by the American Arbitration Association, in accordance with and under the rules of commercial arbitration and the judgment rendered by the arbitrator may be entered into any court having jurisdiction thereof.
  2. The parties agree that the arbitration shall be held before one arbitrator to be selected according to the rules of the American Arbitration Association except that the said arbitrator must be a practicing attorney or retired judge.
  3. Both parties shall share the costs of the American Arbitration Association equally.
  4. Each party shall be responsible for paying their own attorneys’ fees and the costs, disbursements and miscellaneous expenses.
  5. Any arbitration commenced hereunder shall be held in the Offices of the American Arbitration Association in the City located nearest to the Association headquarters.
Effective 2 March 2021 Based on Member Ratification (2011A)