Bylaws

Bylaws of the ARMA Houston Chapter
of
ARMA International
ARTICLE I – NAME

ARMA HOUSTON CHAPTER
(Incorporated as: The Houston Chapter of Association of Records Managers and Administrators, Inc.)

ARTICLE II – OBJECTIVES
The objectives of this not-for-profit, educational organization are:

• To promote and advance the study, education and research of records management, information 
governance, and related disciplines.
• To advance professional knowledge and techniques by sharing information management 
experiences and knowledge related to the field of records management and information 
governance.
• To develop and advance standards of professional competence in the field of records 
management and information governance.

ARTICLE III – Members

Section 1. Classes of Members

A. Professional
A duly qualified individual in good standing with ARMA International is entitled to full rights and 
benefits of the Association.
B. Associate
A duly qualified individual in good standing with the Association is entitled to limited benefits of the 
Association. Associate membership does not include the privilege of voting in elections, holding 
office, or receiving the printed version of the Association's professional magazine.
C. Honorary
An individual who has been granted life membership by the ARMA Houston Chapter Board of 
Directors and/or the ARMA International Board of Directors. Honorary Professional and Honorary 
Associate membership renewals are facilitated and paid for by the chapter to ARMA International. 
Honorary members can serve on committees but cannot hold a Chapter Board of Director office.
The Chapter has three levels of honorary membership:
• Honorary Associate (retired) members are entitled to limited benefits of the Association 
that do not include voting rights. Both ARMA International dues and chapter dues are 
paid by the chapter.
• Chapter Honorary are those individuals who are recognized by the ARMA Houston 
Chapter for their past service without any benefits of the Association but may participate 
in Chapter functions and are provided ARMA Houston Chapter website access. 
Membership dues are not paid for by the chapter.

Section 2. Requirements
The requirements of membership classes and the processes for application, in addition to those 
contained within these Bylaws and the Bylaws of ARMA International, shall be established and 
published by the ARMA International Board of Directors. Membership in ARMA or the ARMA 
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Houston Chapter shall not be denied nor abridged on account of race, color, religion, sex, age, 
national origin, disability, sexual orientation or choice of lifestyle.

Section 3. Qualifications
Any individual who is generally interested in the field of Records and Information Management,
shall be eligible for membership. Any individual so qualified may not be excluded from nor denied 
membership in ARMA International or a Chapter thereof, subject to the provisions of Section 7 of 
this Article.

Section 4. Good Standing
A member in good standing is one whose current dues are paid to ARMA International, the ARMA 
Houston Chapter, and who complies with the provisions and obligations of the Articles of 
Incorporation and the Bylaws.

Section 5. Applications
Applications for membership (Professional or Associate) shall be completed online with ARMA 
International.

Section 6. Non-Renewal and Reinstatement

A. Members whose dues have not reached ARMA International or the Chapter by the membership 
expiration shall be considered non-renewed.
B. A non-renewed member or a former member may apply for membership upon full payment of 
annual Association and Chapter dues.

Section. 7. Censure, Suspension or Expulsion
Any member may be censured or suspended by a majority vote of the Board of Directors of the 
ARMA Houston Chapter for good cause if according to its findings, a violation of any provision or 
obligation of the Articles of Incorporation, Bylaws, or rules and regulations, has occurred. Any 
member may be expelled by a two-thirds vote of the ARMA Houston Board of Directors for good 
cause if according to its finding, a violation of any provision or obligation of the Articles of 
Incorporation, Bylaws, or rules and regulations have occurred. Conduct unbecoming a member, 
conduct inimical to the welfare of ARMA International or the Chapter, and indebtedness to ARMA 
International or the Chapter shall also be causes for such disciplinary action. When such action is 
contemplated, the Board of Directors of the Chapter shall provide written notification to the party 
concerned and afford an opportunity for a hearing before the Board, or a special committee 
appointed by the Board, for this purpose. Should revocation result, any dues paid to a date 
beyond such revocation will not be refundable.

Article IV – Officers and Their Duties

Section 1. Officers
The officers of the Chapter shall be a President, Executive Vice President, 6 Vice Presidents, 
Secretary, Treasurer, Immediate Past President and Past President. There are twelve members 
of the Board of Directors.
At no time shall the number of members of the Board of Directors be less than six (6). Each 
member of the Board of Directors must be a Professional member in good standing of the 
Houston Chapter.
No more than two (2) persons employed by the same company, subsidiary, or division thereof 
shall simultaneously serve on the Board of Directors.
ARMA Houston Chapter Bylaws Approved 08-12-2025 Page 3

Section 2. Qualifications
All officers shall be Professional members in good standing of ARMA International and the 
Chapter.

Section 3. Nominations and Elections

A. Nominations
The Nominating Committee is chaired by the Immediate Past President. Members of the 
Nominating Committee shall be Chapter members in good standing selected by the Immediate 
Past President. The Nominating Committee shall be responsible for managing the nomination 
process in accordance with the Chapter’s Nominating Committee Procedures.
The Nominating Committee shall prepare a slate of nominees meeting the minimum requirements 
set out in the Nominating Committee Procedures with at least one nominee for each elective 
office. The Slate of Nominees shall be presented to the Board of Directors at its February 
meeting. The Board of Directors shall approve each nominee, however a nominee may be 
rejected by a 2/3 majority vote of the Board members present. The Board-approved Slate of 
Nominees shall be provided to each Professional member by March 1.
The membership shall be notified on or before the first Wednesday in March that nominations are 
open and that nominations will close on March 15 of each year. All nominations are submitted to 
the Immediate Past President along with a biographical sketch of each nominee, using the 
Nomination Information Filing Form.
The total list will be posted on the Chapter website, with a biographical sketch of each candidate, 
from mid-March until April 30 when voting closes.

B. Elections
The Tellers Committee is chaired by the Past President. Members of the Tellers Committee shall 
be Chapter members in good standing selected by the Past President. The Tellers Committee 
shall be responsible for managing the election process in accordance with the Tellers Committee 
Procedures and for ensuring that all members voting in the election have been verified by the 
Membership Committee as Chapter members in good standing as of March 1. It shall be the 
responsibility of each member to provide and update his or her personal contact information.
Ballots shall be prepared by the Tellers Committee and submitted to the VP of Communication for 
posting electronically on the ARMA Houston Chapter website no later than April 1. The committee 
is to use the most current contact information from the Membership VP to determine Professional 
Chapter members in good standing and eligible to vote. All voting will be completed between April 
1 and April 30, and all votes tabulated by the Tellers Committee.
The Tellers Committee shall meet no earlier than May 1 and no later than the second Friday in 
May. The Tellers Committee will not retrieve any voting results until after April 30. At that time, the 
electronic or other voting sources will be accessed, and the votes tabulated. The candidate for 
each open position who receives the majority of votes shall be elected to that office.
A tie vote shall be decided by a 2/3 majority vote of the current Board of Directors in a Special 
Meeting. Upon tabulation of the votes, the Tellers Committee shall prepare a Tellers Report and 
present the election results to the President within twenty-four hours. The original Tellers Report, 
with signatures of all members of the Tellers Committee, shall be forwarded as an attachment to 
an email, to the President within three days of preparation of the report. The President 
acknowledges receipt via reply email to the Manager of Tellers Committee.
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At the Annual Chapter Meeting, the Presiding Officer shall declare the election of each officer. 
Notice of the election of Officers for the following year shall be provided to the membership prior 
to the June Chapter Membership Meeting, such notice may be made via inclusion in the Chapter 
newsletter or monthly meeting notice.
The original signed Tellers Report shall be attached to the minutes of the Annual Meeting. A copy 
of the President’s acknowledgment email shall be attached to the minutes with the report. All 
ballots cast in the election are retained for one month after the Annual Meeting and then 
destroyed and/or deleted. 

Section 4. Term of office

All Officers shall assume. The President, Executive Vice President, Treasurer and Secretary shall 
take office at the Chapter Membership Meeting in June to serve for a one -year term and shall 
hold office until successors are installed.
Three Vice Presidents shall be elected in even numbered years, and three Vice Presidents shall 
be elected in odd numbered years. The Vice Presidents shall serve for a two-year term, shall take 
office at the Chapter membership meeting in June, and shall hold office until their successors are 
installed.
No Elected Officer shall hold more than one office at a time nor be eligible to serve more than two 
consecutive terms in the same office. An officer who has served for more than half a term shall be 
considered to have served a full term.

Section 5. BOD Vacancies

A vacancy in the office of the President shall be filled by the Executive Vice President for the 
remainder of the term. In the event the Executive Vice President is unable to fill the vacancy, the 
vacancy for the remainder of the un-expired term shall be filled by appointment of the Board of 
Directors upon a 2/3 majority vote of the remaining Board of Directors.
All other vacancies shall be filled for the remainder of the un-expired term by appointment of the 
President. The person appointed shall meet the qualifications for that office as set out in the 
Nominating Committee Procedures and requires approval by a 2/3 majority of affirmative votes of 
the Board of Directors. Any person filling a vacancy in an elected office shall be eligible to be 
nominated for that office for two additional terms.

Section 6. Duties and Responsibilities
The officers shall perform the duties provided in this section and such other duties as prescribed
in these Bylaws, by the Board of Directors, in the adopted parliamentary authority, or by ARMA 
International.

A. President. The President shall:

• Be the Chief Executive Officer of the Chapter responsible for providing leadership, 
guidance and direction in executing and implementing the policies of the Board of 
Directors and the Chapter membership.
• Exercise general supervision over the affairs of the Chapter.
• Be responsible for enforcing the Bylaws and directives of the Board of Directors.
• Preside at all meetings of the Chapter and of the Board of Directors.
• Serve as administrator, providing guidance and direction to the Executive Vice President, 
the six Vice Presidents, the Treasurer, and the Secretary.
• Make appointments as required by the Bylaws or authorized by the Board of Directors.
• Serve as ex-officio member of all Standing and Ad Hoc Committees, except the 
Nominating Committee and the Awards Committee.
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• Keep the Board of Directors fully informed of the activities of the Chapter.
• Sign, with approval of the Board of Directors, all contracts or formal instructions obligating 
the Chapter.
• Vote at Board of Directors meetings only in the event of a tie.
• Deliver to the succeeding President all books, papers, records and other property of the 
Chapter for which he or she may become responsible.
• Perform other duties appropriate for this office.
• Nominate seven Chapter members to serve on the Board of Trustees of the Alice L. 
Haltom Educational Fund. Of the seven members nominated, five members are to be 
confirmed by the Board of Directors of the Chapter and two members are to be confirmed 
by the Board of Trustees of the Alice L. Haltom Educational Fund. A minimum of one of 
the seven Chapter members nominated by the President must be a member of the 
Chapter’s current Board of Directors.
• Other assigned duties.

B. Executive Vice President. The Executive Vice-President shall:

• Assume all Chapter duties of the President during absence or disability of the President.
• Assist the President with Chapter activities as requested.
• Serve as ex-officio member of all standing and ad hoc committees except Nominating 
Committee and Awards Committee.
• Serve as administrator, providing guidance and direction to the Treasurer, Secretary and 
Procedures Manual Committee Manager.
• Serve as the Chapter’s liaison to ARMA International.
• Other assigned duties.
C. Secretary. The Secretary shall:
• Record and maintain all minutes of all meetings of the Board of Directors and the 
membership and send a copy of the minutes to the President within 10 days following the 
meeting.
• Preserve all books and papers belonging to the chapter.
• Be custodian of the official records of the Chapter, including the Chapter Charter.
• Distribute to the Board of Directors copies of the minutes of all Board of Director 
Meetings.
• Prepare and provide Chapter material to the membership.
• Conduct the official correspondence of the chapter.
• Other assigned duties.
D. Treasurer. The Treasurer shall:
• Be the Chief Financial Officer and custodian of Chapter funds, securities and assets.
• Have custody of all the funds of the Chapter, which shall be deposited in a federally 
insured institution.
• Keep a full and accurate account of receipts and expenditures.
• Receive all payments to which the Chapter is entitled.
• Disburse Chapter funds in accordance with the budget and, upon specific approval by the 
Board of Directors, disburse funds for unbudgeted expenditures.
• Maintain appropriate records and provide financial reports at each monthly Board of 
Directors meeting, at the close of each year, and at such other times as the Board of 
Directors may require.
• Prepare an annual report, which shall be submitted along with the financial records to the 
Auditing Committee. The Committee, when satisfied that the treasurer’s annual report is 
correct, shall sign a statement of that fact at the end of the report.
• Sign checks up to an amount specified by the Board of Directors; cosign, with another 
Board member, all checks above the amount authorized for Treasurer only signature. In 
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the Treasurer's absence or disability, the President and/or the Executive Vice Pres ident 
shall exercise this authority.
• Assure that all Chapter funds are deposited in depositories approved by a 2/3 majority 
vote of the Board of Directors.
• Perform other duties assigned by the President, Executive Vice President, and/or other 
members of the Board of Directors.
• Submit reports as required by ARMA International.
• Other assigned duties.
E. Vice Presidents. Each Vice President shall:
• Serve as administrator, providing guidance and direction to managers of committees 
assigned to that Vice President.
• Submit to the President a list of proposed committee managers for the next term.
• Other assigned duties.
At the beginning of each term of office, the President shall assign each Vice President to one of 
five positions:
• Vice President of Chapter Conference
• Vice President of Chapter Meetings
• Vice President of Community Outreach & Fundraising
• Vice President of Membership
• Vice President of Communications
Past President. The Past President shall:
• Serve as a member of the Board of Directors.
• Serve as chair, or appoint a chair, of the Tellers Committee.
• Serve as administrator, providing guidance and direction to the Financial Administration 
Committee.
• Assist the President and Executive Vice President with the activities of the Chapter as 
requested.
• Serve as chair of the Nominating Committee and the Awards Committee.
• Assist the President and the Executive Vice President with the activities of the Chapter as 
requested.
• Other assigned duties.
• This position shall be filled by the last Immediate Past President; or, if such an individual 
is unavailable, it shall be filled by a Chapter member who has served in at least two 
positions or two terms as member of the Board of Directors. If this position is not filled by 
the Immediate Past President last incumbent, it shall be filled according to the procedure 
specified in the bylaws.

Section 7. Removal

A. Chapter officer whose conduct shall be considered detrimental to the best interest of ARMA 
International or the Chapter or who shall willfully exploit the organization for personal gain or 
otherwise violate the Bylaws as they are written, or other rules or regulations may be removed 
from his/her office by a majority vote of the Board of Directors.
B. When such action is contemplated in the case of an officer, he/she shall be entitled to receive 
specific charges in writing from the Board of Directors and shall, if he/she expresses a desire in 
writing, be afforded an opportunity for a hearing before the Board of Directors or a special 
committee appointed by the Board of Directors for this purpose.
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C. Members of the Board of Directors who undergo job responsibility changes during their term of 
office have an obligation to resign from office if these changes prevent them from fulfilling their 
responsibilities to the Chapter. If a member of the Board of Directors cannot fulfill their 
responsibilities to the Chapter but wish to remain on the Board and can fulfill the responsibilities 
of another Board position for the remainder of that positions term, an exchange of positions can 
occur if agreed to by both affected Board members and with approval of a 2/3 majority vote of the 
remaining Board of Directors.
D. Any Officer removed from office under this section shall be ineligible for election to any office for 
at least one term.

Article V – Meetings

Section 1. Regular Meetings
Regular meetings of the Chapter members shall be held on the 4th Wednesday of every month 
as determined annually by the Board of Directors at their first meeting held following July 1. In the 
case of an emergency or extremely bad weather, a meeting may be cancelled by the President.

Section 2. Special Meetings
A Special Meeting of the Chapter Membership may be called by the Board of Directors or by 
petition to the Board of Directors by ten or more Professional members in good standing. Notice 
of a Special Meeting shall be provided to all Chapter members in good standing at least five days 
prior to the date for such Special Meeting. Notice of a Special Meeting shall be accompanied by 
the agenda of the Special Meeting.

Section 3. Annual Meeting
The Annual meeting of the Chapter shall be held at a time and in a format to be determined by 
the Board of Directors. The meeting held in May shall be the Annual Meeting at which annual 
reports shall be presented. Members in good standing shall be notified of the meeting details in a 
timely manner.

Section 4. Quorum
A quorum must be present to conduct business coming before the Chapter membership at the 
Annual Meeting or any Special Meeting. The quorum shall consist of twenty percent of the 
chapter’s Professional members in good standing. Proxy voting shall not be permitted.

Section 5. Guest Guidelines

A. ARMA Houston members who wish to observe a regular meeting of the Board must notify the 
Chapter Secretary of their intent to attend and to obtain information regarding times and 
locations. The Secretary will notify the President of the Guest’s intent to attend. If after notifying 
the Secretary of intent to attend, the individual is unable to attend, they must advise the Secretary 
accordingly.
B. On the day of the meeting, guests should check in with the Chapter Secretary at least 15 minutes 
prior to the meeting’s scheduled start time. The Secretary will record attendance of the guest in 
the official minutes of the meeting.
C. Guests are to comply with formal proceedings of the meeting and accordingly are asked to not 
enter discussions unless directly addressed by the Chair.
D. Guests are asked not to announce or discuss Board actions until after the Board has released its 
decisions to the ARMA Houston membership, thereby ensuring dissemination of accurate 
information. Any documentation or items shared with guests during the meeting must be returned 
ARMA Houston Chapter Bylaws Approved 08-12-2025 Page 8
at meeting close or remain exclusive to the meeting attendees until the Board has released its 
decisions.
E. In order to protect confidential or sensitive information, the Board of Directors may vote to go into 
executive session at any point during the meeting at which time some or all guests may be asked 
to leave the room.
F. Guests who violate any of these guidelines or are otherwise disruptive of the proceedings may be 
asked to leave or may be removed from the room.

Article VI – Board of Directors

Section 1. Composition
The Board of Directors, which is the governing body of the Chapter, shall consist of the elected 
officers and Past President.

Section 2. Duties
The Board of Directors shall:

• Manage the activities of the Chapter.
• Appoint the Auditing Committee and approve its report.
• Approve an annual budget.
• Select the dates and make arrangements for meetings of the members.
• Other duties. Section 3. Meetings

A. A quorum must be present to conduct business coming before the Board of Directors at any of its 
meetings. The quorum shall consist of a two-thirds majority of members of the Board of Directors. 
Proxy voting shall not be permitted.
B. Unless otherwise notified by e-mail, telephone call or other acceptable means of communication 
not fewer than five days prior to the meeting, the Board of Directors meeting shall be held the 
second Tuesday of each month. Board members are required to attend all regular meetings of the 
Board of Directors during the fiscal year.
C. Any Board member who does not attend two consecutive or a total of three regular Board 
meetings in the current Chapter year may be subject to removal by the Board of Directors. When 
calculating missed meetings this means any meeting you have not attended the majority of the 
business in person or virtually. The removal of a member of the Board of Directors must be 
approved by eight affirmative votes of members of the Board of Directors. The Board member 
being considered for removal shall be notified when such action is contemplated and be afforded 
an opportunity for a hearing before the Board.
D. See Article V for special meetings and emergency provisions.

Article VII – Finances
Section 1. Fiscal Year
The fiscal year of the Chapter shall begin on July 1st and end June 30th of the following year.

Section 2. Membership Dues
Membership dues for the Chapter shall be set by the Board of Directors in advance of the new 
fiscal year. The amount will be in addition to the amount designated by the Association. The 
Chapter shall notify the Association of any changes in local dues no later than May 1st.
ARMA Houston Chapter Bylaws Approved 08-12-2025 Page 9
Chapter dues may be transferred on a pro-rata basis from one Chapter to another subject to the 
approval of the Chapters involved.

Article VIII – Committees
Section 1. Committees
The Board of Directors may create such standing committees, as it may deem necessary, to 
promote the purposes and carry on the work of the chapter. The term of each chairman shall be 
for one year or until a successor has been selected.

Section 2. Duties of Committees
Committees shall perform duties as specified by the Board of Directors.

Section 3. Plan of Work
The chairman of each standing committee shall present a plan of work to the Board of Directors 
for approval. Deviations to Committee Plans relative to commitments, contracts or expenditures 
must be approved by the Board of Directors.

Section 4. Ex officio Member
The Chapter President shall be a member ex officio of all committees except the Nominating 
Committee.

Article IX – Dissolution

In the event of dissolution of the Chapter, all of its assets shall be paid over or transferred to one or more 
exempt organization of the kind described in Section 170(b)(1)(A) of the Internal Revenue code 1954, as 
amended, and the regulations promulgated there under, as both now exist or may hereafter be amended. 
These assets are to be paid over or transferred to ARMA International as prescribed in its Policies.

Article X – Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the 
proceedings of the chapter in all cases not provided for in these Bylaws or Articles of Incorporation and 
ARMA International Policies and Procedures.

Article XI – Amendment

These bylaws may be amended by a two-thirds vote of the Board of Directors, provided that notice of the 
proposed amendment has been sent in writing at least thirty (30) days prior to the Board of Director’s 
meeting at which the amendment is voted. Proposed amendments shall be reviewed by ARMA 
International’s Director of Member Services and the Region Manager prior to notice being sent to the 
members to ensure that the proposed amendment does not conflict with ARMA International Policy