International Secure Information Governance and Management Association (“i-SIGMA”) an Arizona Nonprofit Association
Section 1.1 Name. The name of the Association is International Secure Information Governance and Management Association (“i-SIGMA” or the “Association”).
Section 1.2 Nonprofit and Tax-Exempt Status. The Association shall conduct its activities in accordance with the requirements of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”) (or the corresponding provision of any future United States Internal Revenue Code). In furtherance of these purposes, the Association shall act and shall take such actions to ensure compliance with its tax-exempt status under the Code. The Association is not organized and shall not be operated for profit or organized to engage in any activity ordinarily carried on for profit. No part of the property or the net earnings of the Association shall inure to the benefit or be distributable to any of its directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth herein. The Association shall be primarily supported by membership dues and other income from activities substantially related to business league purposes under Section 501(c)(6) of the Code. Notwithstanding any other provisions of these Bylaws, the Association shall not carry on any activities not permitted by a corporation exempt from Federal income tax under Section 501(c)(6) of the Code.
Section 1.3 Purpose(s). The Association purposes are as follows: (i) to promote and encourage the highest standards of ethics for the information management services industry globally; (ii) 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; (iii) 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; (iv) to conduct and promote research regarding improved processes, materials, and marketing for the information management and services industry; (v) to establish wider communications between companies engaged in the industry; and (vi) to conduct and promote such other logical activities that will enhance the economic growth of the information management services industry.
Section 1.4 Business Offices. The principal office of the Association shall initially be located in Arizona. The Association may have such other offices, as the Board of Directors of the Association (the “Board”) may designate or as the affairs of the Association may require from time to time.
Section 1.5 Registered Office. The registered office of the Association required by the Arizona Nonprofit Association Act (the “Act”) to be maintained in Arizona may be, but need not be, the same as the principal office if in Arizona, and the address of the registered office may be changed from time to time by the Board.
Section 1.6 No Political Contributions. The Association shall not make, directly or indirectly, any political contributions to any candidate. This includes, but is not limited to, contributions of funds, in-kind services, or any other form of support to or on behalf of any political candidate. Notwithstanding the above, the Association shall be allowed to contribute to government advocacy or lobbying groups that promote beneficial changes to industries that are relevant to the Association and that benefit the Association’s Members.
Section 2.1. Members. Persons or entities possessing the necessary qualifications may, upon approval of the Association, be admitted to membership in the Association (each, a “Member” and, collectively, the “Members”) in one of the following classes. Each Member shall be subject to and bound by these Bylaws and the policies of the Association as are in force at the time of the admission of such Member or as revised or amended thereafter.
Section 2.1.1 Service Provider Members. Any person, association, or other entity actively engaged in providing information management services to commerce, industry, education, and government may become a Member of the Association and shall be designated as a “Service Provider Member.”
Section 2.1.2 Corporate Partner Members. Any association or other entity that provides products and services to the Service Provider Members of the Association, or any association or other entity that has an interest in the information management services industry, may become a Member of the organization and shall be designated as a “Corporate Partner Member.” Corporate Partner Members shall not be eligible to hold office or to vote, other than the right to vote for and serve as the Corporate Partner Director of the Board who will represent their interests.
Section 2.1.3 Honorary Members. Honorary Members shall be such persons as the Board shall elect for that honor. Honorary Members shall not be eligible to vote or hold office in the Association.
Section 2.1.4 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. Professional Members shall not be eligible to vote or hold office in the Association. The Board may, by majority vote, grant Professional Member status to people or organizations which do not qualify for membership under other membership categories.
Section 2.2 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 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 in person, at their option. The process for a decision on an appeal, the timing of the Board meeting where appeals are heard, and the decision made by the Board on any such appeal shall be in the sole discretion of the Board and shall be final.
Section 2.3.1 Annual Dues. The amount of annual dues for all classes of members shall be determined by a majority vote of the then entire number of voting Directors.
Section 2.3.2 Initiation Fee. The Board shall determine from time to time the amount of initiation fee, if any, payable by each classification of membership.
Section 2.3.3 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. A Member whose dues and/or assessment(s) are not current is not eligible to participate in the meetings, programs, or services, or receive member benefits as provided by the Association.
Section 2.3.4 Reinstatement. Any dues paying Member whose membership has been terminated for non-payment of dues, and who seeks to have its membership reinstated subject to the approval processes as set forth hereunder, shall be required to reapply for membership and pay the then current membership application fee, respective to the category of membership as either a Service Provider Member or Corporate Partner. Notwithstanding the forgoing, at the sole discretion of the Association’s Executive Director, such application for reinstatement and associated application fees may be waived if payment of delinquent membership dues are remitted in good funds within sixty (60) days of the original due date.
Section 2.4.4 Payment of Dues for Honorary Member. There shall be no dues paid by Honorary Members.
Section 2.4 Membership Voting Status. A Member with voting privileges shall be entitled to vote as a member in good standing provided that the Member’s dues have been paid.
Section 2.5 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, association, or entity. Accepted Members shall be authorized to use such logos and/or marks as are approved by the Board 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. If a Member’s membership in the Association is terminated for any reason or if the Board 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, marks 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. Use of unauthorized logos, marks or other representations of membership in the Association that is not approved in advance by the Board shall be cause for termination of Membership or other discipline in the sole discretion of the Board.
Section 2.6 Change in Ownership of a Member. In the event of a change in a majority holding in ownership of the Member, the Member is responsible to notify the Association in writing no later than thirty (30) days prior to the change of ownership or status or before the next general membership meeting, whichever should come first. Association membership is not transferable or assignable by the Member entity, to the entity that acquires such Member entity. Such acquiring entity shall be required to make application to the Association for membership and be subject to the Association’s standard and customary approval processes for new Member candidates as set forth herein.
Section 2.7 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 as described below 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 ninety (90) days in default of any dues or charges. In special circumstances, such termination may be reviewed and rescinded by the Board, in its sole discretion.
Termination by action of the Board 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 2.8 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. A reinstatement decision shall be made by the Board in its sole discretion.
Section 3.1 Annual Meeting. An annual meeting of the voting membership of the Association shall be held on such date, time and place, within or outside the state of the Association (Arizona), as the Board may determine. The purpose of the annual meeting shall be for presenting annual reports and transaction of any other business as may properly come before the Members. Failure to hold an annual meeting shall not work any forfeiture or dissolution of the Association.
Section 3.2 Special Meetings. Special meetings of the Members may be called either by the President or the Board 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 and in such manner as may be fixed by the President and/or the Board.
Section 3.3 Notice of Meeting. Written notice stating the place, date and hour of any meeting of the 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 to the electronic mail address for the Member as it appears on the books and records of the Association. 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 3.4.1 Service Provider Members. Every Service Provider Member in good standing 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 Corporate Partner Director who shall be elected solely by the Corporate Partners) 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. Voting by Service Provider Members shall be permitted via email or other electronic voting method provided that each Service Provider Member that is voting can be properly identified as a current Service Provider Member in good standing.
Section 3.4.2 Corporate Partner Members. Every Corporate Partner Member in good standing shall be entitled to one vote solely for the purpose of determining the Corporate Partner Director. Votes are non-transferable and not subject to proxy. The number of Corporate Partners voting shall constitute a quorum for the election of the Corporate Partner Director. Only Corporate Partners shall be entitled to vote on for the election of the Corporate Partner Director. Voting by Corporate Partner Members shall be permitted via email or other electronic voting method provided that each Corporate Partner Member that is voting can be properly identified as a current Corporate Partner Member in good standing.
Section 3.5 Electronic Meetings. From time to time, as determined and approved by the Board and to the extent permitted by law including A.R.S. 10-3708, as amended, Association business or elections may be convened and conducted electronically or by electronic ballot or voting, 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 3.6 Rules of Meetings. 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.
Section 4.1 General Powers. The property, business and affairs of the Association shall be managed by its Board, which shall have exclusive responsibility for the determination and implementation of the activities, governance, and policy for the Association. 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. The Board may exercise all powers, rights and privileges of the Association (whether expressed or implied in the Articles of Incorporation of the Association or conferred by law or otherwise) and do all acts and things which may be done by the Association as a nonprofit Association with members.
Section 4.2 Number. The authorized number of directors of the Association (each, a “Director” and, collectively, the “Directors”) shall be not less than twelve (12) but no more than sixteen (16), as the Board shall determine from time to time. Subject to the foregoing limitations, the number of directors may be altered from time to time by a duly adopted resolution of the Board, provided that no decrease shall have the effect of shortening the term of any incumbent director.
Section 4.3 Election. Directors shall be elected by the Board at a regular meeting of the Board. Those persons who receive a plurality of the votes cast shall be deemed to have been elected.
Section 4.4 Resignation. A Director may resign by delivering written notice to the Board or Secretary of the Association. A resignation is effective when the notice is received unless the notice specifies a later effective date.
Section 4.5 Removal. Any Director may be removed from office, with or without cause, by an affirmative vote of three-fourths of the Directors 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. A Director or Officer whose removal is being considered shall not be eligible to vote on the issue of his or her own removal.
Section 4.6 Vacancies. Any vacancy on the Board, including a vacancy created by an increase in the number of directors, may be filled by a majority vote of the remaining Directors at the next regular meeting of the Board. Any Director so elected shall hold office until the election and qualification of his or her successor. The person 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 must have the requisite qualifications as defined herein.
Section 4.7. Board Construction. It shall be the charge of these Bylaws that the Board 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: One (1) Corporate Partner Member (as required under these Bylaws), 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 Corporate Partner Director. The following Officers shall always be on the Board, President, President-Elect, Immediate Past-President, Secretary, and Treasurer. The Executive Director is an ex officio member of the Board without the right to vote.
Section 4.8.1 Service Provider Directors. Any person who is (i) actively engaged in the information management services business; (ii) who is either employed by a company that is a Service Provider Member or is an officer or greater than 10 percent owner of a company that is a Service Provider Member; and (iii) does not in any way provide services to the Service Provider Member community, shall be eligible for election to the Board (other than as the Corporate Partner Director), provided they meet the other requirements or limitation defined by the specific post. A person who owns, operates or is actively involved in an organization that meets the definition of Corporate Partner Member cannot serve on the Board as a representative of a Service Provider Member.
Section 4.8.2 Corporate Partner Director. Any person who (i) provides products and services to the Service Provider Members of the Association and (ii) who is either employed by a company that is a Corporate Partner or is an officer or greater than 10 percent owner of a company that is a Corporate Partner, shall be eligible for election to the Board as the Corporate Partner Director.
4.8.3 Ineligibility. If any member of the Board 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 and shall immediately be deemed to have been removed from the Board or Officer roles, 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 at the same time.
Section 4.9 Term of Office. Directors (including the Corporate Partner 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, 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.
Section 4.10 Compensation. Other than the Executive Director, Directors shall not receive compensation for their services on the Board as such. The Association, with prior approval of the Board, may provide a stipend (or another reimbursement method) to cover expenses incurred by Directors in attending in person meetings of the Board. Any compensation paid to a Director shall be in accordance with the Association’s policy governing conflicts of interest. For any such stipend, each Board member shall be provided an IRS Form 1099 for tax reporting purposes and shall be responsible for the payment of taxes on such amounts. Additionally, the Board shall have the power in its discretion to contract for and to pay to Directors rendering unusual or exceptional personal services to the Association compensation appropriate to the value of the services.
MEETINGS OF BOARD OF DIRECTORS
Section 5.1 Annual and Regular Meetings. The Board shall hold regular meetings, no less than once per calendar year, as the Board may provide by resolution. The time and place of such regular meetings, either within or outside Arizona, shall be determined by the Board. Each year, the Board shall establish the dates, times, and locations of its regular meetings which may be held in person or virtually, and once approved, no additional notice is required for such meetings.
Section 5.2 Special Meetings. Special meetings of the Board may be called by or at the request of the President or at the request of at least four Directors of the Board. The person authorized to call special meetings of the Board may fix any place, either within or without the State of Arizona, in person or virtual, as a place for holding such special meeting of the Board called by him or her.
Section 5.3 Notice of Special Meeting. Meetings of the Board may be called by the President; a notice of such meetings shall be mailed or communicated electronically to the last recorded address or electronic mail of each Director at least fifteen (15) days before the time appointed for such meetings. At the request in writing of four (4) 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. Notice of each special meeting of the Board stating the place, day, and hour of the meeting shall be given to each Director at the address designated by the Director or electronic mail. Any Director may waive notice of any special meeting before, at or after such meeting. The attendance of aDirector at a special meeting shall constitute a waiver of notice of such meeting, except where a Director attends a special meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board need be specified in the notice or waiver of notice of such special meeting unless otherwise required by statute.
Section 5.4 Presumption of Assent. A Director who is present at a meeting of the Board or a committee at which action on any matter is taken shall be presumed to have assented to the action taken unless the dissentof such Director shall beentered in the minutes of the meeting or unless the Director shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 5.5 Conflicts of Interest. All Directors must sign the Association’s Conflicts of Interest Policy. Any Director with an interest in a transaction being considered by the Board or any committee must comply with the Association’s Conflict of Interest Policy with respect to voting on such interested Director transaction. The disinterested Board members shall follow the provisions of the Conflict of Interest Policy in considering and approving the interested Director transaction.
Section 5.6 Quorum and Voting. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required on a particular matter by the Articles or Bylaws or otherwise provided by law. If less than a quorum is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. No Director may vote or act by proxy at any meeting of Directors. In the absence of the President and President-Elect, the meeting shall be adjourned.
Section 5.7 Attendance by 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 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 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 5.8 Absence of Directors. Any member of the Board who is unable to attend a Board 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 vacant, and the vacancy so created shall be filled as provided in these Bylaws.
Section 5.9 Action Without a Meeting. 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 (or of any committee designated by the Board) may be taken without a meeting if a written consent setting forth the action is signed by all of the members of the Board (or committee). Such consent may be signed in counterparts and shall have the same force and effect as a vote at a meeting. From time to time, the Board 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 6.1 Board 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, 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.
The delegation of authority to any committee shall not operate to relieve the Board or any Director from any responsibility imposed on them. All committees will, unless otherwise directed by the
Board, keep regular minutes of the transactions at their meetings and will cause them to be recorded in books kept for that purpose in the office of the Association and will report the same to the Board at its next meeting. The Secretary of the Association may act as Secretary of the committee if the committee or the Board so requests.
Section 6.2 Standing Committees. There shall be the following standing committees, each having at least one (1) and no more than two (2) Board members, with the members (except in the case of the Executive Committee) appointed by the President and with each expressly authorized by and responsible to the Board, having duties stated below:
Section 6.2.1 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 meetings and such other duties as may from time to time be determined by the majority of a quorum the Board. However, the Executive Committee shall not have the authority to take action on any matter for which the Articles of Incorporation, Bylaws or Arizona law require a greater vote of Directors than a majority of the entire number of voting Directors. The Executive Committee shall make a written report to the Board at each Board meeting concerning all acts taken by the Executive Committee on behalf of the Board since the previous Board meeting.
Section 6.2.2 Nominating Committee. At the second meeting of the new Board and after each annual membership meeting, the President shall appoint, subject to the approval of the Board, a Nominating Committee of at least two (2) members in addition to the Immediate Past President. The Immediate 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 the Association, in order that they may suggest to the Committee candidates for officers and directors of the following year.
The Nominating Committee shall nominate candidates that will meet the Board construction requirements as set forth in Section 4.7 above, and in doing so ensure that the Board 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 Corporate Partner 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.
The Nominating Committee shall, no less than ninety (90) days before the Annual Membership Meeting, submit to the Board an outline of the construction of the (i) existing Board 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 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 describing the qualifications of such candidates shall be sent to Members with the notice of the annual meeting.
Section 6.2.3 Membership Committee. There shall be a Membership Committee for the Association that will be chaired by the President-Elect.
Section 6.3 Term of Office. Each member of each committee shall continue in office at the pleasure of the Board.
Section 6.4 Committee Meeting Rules. Roberts Rules of Order shall govern the order of business at all committee meetings 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.
OFFICERS, AGENTS, AND EXECUTIVE DIRECTOR
Section 7.1 Number and Qualifications. The Officers of the Association shall be elected by the Board. The officers of the Association shall consist of the President, President-Elect, Immediate Past-President, Secretary, and Treasurer. The Board may also appoint such other officers, assistant officers, and agents, including assistant secretaries, and assistant treasurers, as it may consider necessary. Officers may, but shall not be required to, be Directors.
Section 7.2 Appointment and Term of Office. The Board may appoint officers at any meeting of the Board. Each officer shall hold office until the officer’s successor shall have been duly appointed and shall have qualified, or until the officer’s earlier death, resignation, or removal. 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 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 or having remained off the Board 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 7.3 Posting of 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, furnish, at the expense of the Association, a fidelity bond in such sum as the Board shall prescribe.
Section 7.4 Officer Duties. The duties and powers of the Officers of the Association shall be as follows:
Section 7.4.1 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 Members of the Association and the Board. The President may sign any instruments which the Board 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. 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, must meet the requirements of having had two (2) years of service on the Board or as a committee chair within the previous six (6) years.
Section 7.4.2 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.
Section 7.4.3 Secretary. The Secretary shall cause: (i) the minutes of the proceedings of the Board and any committees of the Board to be kept; (ii) all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) that a custodian of the corporate records be designated and the records kept; (iv) a person to be designated to authenticate records of the Association when requested to do so; (v) such corporate reports as may be required by state law to be prepared and filed in a timely manner; and (vi) in general, cause to be performed all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. The Secretary shall have the authority to designate such duties to the Association’s General Counsel or other executives within the Association.
Section 7.4.4 Treasurer. The Treasurer shall cause appropriate financial reports to be presented to the Board and shall perform such other duties as the Board 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 at any time and also open to inspection by any Member of the Association.
Section 7.4.5 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. In the event that a vacancy is caused by the departure of the Director serving in the Immediate Past President position, the Board, by consensus vote and motion, shall appoint a member of the Executive Committee to fill such vacancy with the intent that such appointee serves through the departing Director’s remaining term. Notwithstanding, the then serving President shall not be eligible for appointment to fill such Past-President vacancy.
Section 7.4.6 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. The Executive Director will be responsible to the Board. The Executive Director will have the authority to execute contracts on behalf of the Association as approved by the Board and shall perform such other duties as may be assigned by the President or by the Board.
Section 7.5 Removal. Any officer or agent may be removed by a majority of the Directors then in office whenever in its judgment the best interests of the Association will be served thereby. An officer who is also a Director whose removal is being considered shall not be eligible to vote on the issue of his or her own removal. In the event of the removal of an officer under the provisions of these Bylaws, said removal shall automatically terminate such officer’s tenure as a Director, if applicable.
Section 7.6 Resignation. An officer may resign at any time by delivering notice to the Board. The resignation of an officer shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7. 7 Vacancies. Unless otherwise provided for herein, the Board may fill a vacancy in any office, however occurring, by majority vote of a quorum of the Board present and able to vote at any meeting.
Section 7.8 Authority and Duties of Officers. The officers shall have the authority and shall exercise the powers and perform the duties specified above and as may be additionally specified by the Board or these Bylaws, except that in any event, each officer shall exercise such powers and perform such duties as may be required by law.
Section 7.9 Delegation of Authority. In the case of the absence of any officer of the Association, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officers to any other officer or to any Director.
Section 7.10 Special Corporate Acts. All deeds, mortgages, leases, and all other written contracts and agreements to which the Association, as authorized by the Board, shall be a party, upon authorization by the Board or in accordance with budgets or procedures approved by the Board, shall be executed in its name by Board officers or others authorized by the Board.
Section 8.1 Indemnification of Directors, Officers, Etc. The Association hereby declares that any person who serves at its request as a Director, officer, employee, chair or member of any committee, or on behalf of the Association as a director, trustee, or officer of another Association, whether for profit or not for profit, shall be deemed the Association’s agent for the purposes of this Article and shall be indemnified by the Association to the fullest extent permitted by the Act. The Association shall indemnify such person against expenses, including reasonable attorneys’ fees, judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by such person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of such service, provided such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
Section 8.2 Indemnification in Criminal Actions. No indemnification shall be made in respect of any criminal action or proceeding as to which a person covered by Section 8.1 shall have been adjudged to be guilty.
Section 8.3 Period of Indemnification. Any indemnification pursuant to this Article shall: (a) be applicable to acts or omissions that occurred prior to the adoption of this Article and (b) continue as to any indemnified party who has ceased to be a Director, officer, employee or agent of the Association and shall inure to the benefit of the heirs and personal representatives of such indemnified party. The repeal or amendment of all or any portion of these Bylaws that would have the effect of limiting, qualifying, or restricting any of the powers or rights of indemnification provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict, or otherwise affect the right or power of the Association to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions that occurred prior to such repeal or amendment.
Section 8.6 Insurance. By action of the Board, notwithstanding any interest of the Directors in such action, the Association may purchase and maintain insurance, in such amounts as the Board may deem appropriate, on behalf of any person indemnified hereunder against any liability asserted against such person and incurred by such person in such person’s capacity of or arising out of such person’s status as an agent of the Association, whether or not the Association would have the power to indemnify that person against such liability under applicable provisions of law. The Association may also purchase and maintain insurance in such amounts as the Board may deem appropriate to insure the Association against any liability, including without limitation, any liability for the indemnifications provided in this Article.
Section 8.7 Right to Impose Conditions to Indemnification. The Association shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as the Board may deem appropriate in each specific case, including, but not limited to, any one or more of the following: (a) any counsel representing the person to beindemnified in connection with the defense or settlement of any action shall becounsel that is mutually agreeable to the person to be indemnified and to the Association; (b) the Association shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified; (c) the Association shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person’s right of recovery; and (d) the person to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the Association
Section 9.1 Fiscal Year. The fiscal year of the Association shall begin on July 1 of each year.
Section 9.2 Conflicting Interest Transactions. The Board shall adopt a policy regarding conflicting interest transactions between the Association and interested persons. No conflicting interest transaction shall be void or voidable, enjoined, set aside, or give rise to an award of damages or other sanctions in the right of the Association (i) solely because the conflicting interest transaction involves a Director or officer or an entity in which a Director or officer is a director or officer or has a financial interest; (ii)solely because the Director is present at or participates in the meetings of the Board or of a committee of the Board, that authorizes, approves, or ratifies a conflicting interest transaction, or (iii) solely because the Director’s vote is counted for such purpose so long as the Board follows the Association’s then-current conflict of interest policy in approving the conflicting interest transaction. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee that authorizes, approves, or ratifies the conflicting interest transaction.
Section 9.3 Conveyances and Encumbrances. Property of the Association may be assigned, conveyed, or encumbered by such officers of the Association as may be authorized to do so by the Board, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance, and encumbrance; however, the sale, exchange, lease, or other disposition of all or substantially all of the property and assets of the Association shall be authorized only in the manner prescribed by applicable statute.
Section 9.4 Loans to Directors and Officers Prohibited. No loans shall be made by the Association to any of its Directors or officers. Any Director or officer who assents to or participates in the making of any such loan shall be liable to the Association for the amount of such loan until it is repaid.
Section 9.5 Record Retention. The Association shall maintain, at its principal office, copies of the following documents: (a) the Articles of Incorporation; (b) these Bylaws; (c) a list, including addresses of all current Directors and officers; (d) the most recent corporate report; (e) financial statements for the past three (3) years; and (f) all other documents required to be made available to Directors or others pursuant to applicable law.
Section 9.6 Interpretation of Bylaws. In the course of any meeting, regular or special, the President shall have the authority to make any necessary interpretation of the Bylaws, provided that he or she shall have received advise from Associations’ legal counsel before a final determination on interpretation is pronounced. Notwithstanding, any member of the Board may make an appeal from any interpretation of these Bylaws. The decision of a majority of a quorum of the Board, 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, it shall not affect the validity of any action already taken or omitted in reliance on the Board’s decision.
November 5–6, 2025
Charlotte, NC
Registration opens July 22, 2025
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