ARMA INTERNATIONAL POLICIES AND PROCEDURES

ARMA INTERNATIONAL POLICIES AND PROCEDURES

Policies and Procedures are essential for the general governance and administration of ARMA International. Through the implementation of the policy statements and procedures that are approved by the Board of Directors of ARMA International, decisions and actions are appropriately authorized, records are generated, maintained, retained and disposed of for reasons of accountability and auditing. The policies have been approved by the Board of Directors and it is the expectation that the ARMA Board, headquarters staff, regions and chapters, and Association members will refer to and comply with the policies and procedures at all times. As ARMA International is a dynamic Association experiencing constant change, the procedures must be dynamic too, changing to reflect different or new circumstances. The procedures therefore will be subject to periodic change, as new ones are formatted and old ones are revised. Additional policies and procedures relating to the administration of regions and chapters, and the operation of the headquarters offices are available in separate handbooks, and available from ARMA headquarters.


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ARMA INTERNATIONAL

POLICIES AND PROCEDURES

Governance:

Governing Body

(POL 1-011 & POL 1-011Pr) Assimilation of Incoming Board Members ............................................... 33

(POL 1-011ExA; POL 1-011ExB;) Assimilation of Incoming Board Members ........................................ 35

(POL 1-011ExC & POL 1-011ExD) Assimilation of Incoming Board Members ...................................... 39

(POL 1-013) Board Member Code of Conduct ...................................................................................... 14

(POL 1-012) Board Self-Assessment ..................................................................................................... 56

(POL 1-001 & POL 1-001Pr) Duties and Responsibilities – Board of Directors ..................................... 27

(POL 1-006 & POL 1-006Pr) Duties and Responsibilities – Chief Executive Officer (CEO) .................. 125

(POL 1-004 & POL 1-004Pr) Duties and Responsibilities – Immediate Past President ....................... 127

(POL 1-002 & POL 1-002Pr) Duties and Responsibilities – President ................................................. 128

(POL 1-003 & POL 1-003Pr) Duties and Responsibilities – President Elect ........................................ 129

(POL 1-007 & POL 1-007Pr) Duties and Responsibilities – Secretary of the Corporation .................. 124

(POL 1-005 & POL 1-005Pr) Duties and Responsibilities – Treasurer ................................................. 130

(POL 1-010; POL 1-010Pr & POL 1-010ExA) Meetings of the Board - Regular ...................................... 30

(POL 1-009 & POL 1-009Pr) Nomination and Appointment - Outside Directors .................................. 51

(POL 1-008; POL 1-008Pr;) Nomination and Election – Officers and Directors .................................... 39

(POL 1-008ExA; POL 1-008ExB & POL 1-008ExC) Nomination and Election – Officers and Directors .. 50

General Administration

(POL 1-014; POL 1-014Pr & POL 1-014-ExA) Articles of Incorporation .................................................. 8

(POL 1-015; POL 1-015Pr & POL 1-015ExA) Bylaws of ARMA International ......................................... 58

(POL 1-019 & POL 1-019Pr) Chief Executive Officer Compensation ..................................................... 74

(POL 1-017; POL 1-017Pr) Policy Development and Maintenance ..................................................... 131

(POL 1-017ExA; POL 1-017ExB) Policy Development and Maintenance ............................................ 133

(POL 1-017ExC & POL 1-017ExD) Policy Development and Maintenance .......................................... 134

(POL 1-018; POL 1-018Pr) Strategic Planning ..................................................................................... 154

Financial Administration

(POL 1-023 & POL 1-023Pr) Financial Planning ................................................................................... 107

(POL 1-022 & POL 1-022Pr) Internal Audit ............................................................................................. 5

(POL 1-020 & POL 1-020Pr) Internal Revenue Service Reporting Requirements ............................... 117

(POL 1-021; POL 1-021Pr; POL 1-021ExA & POL 1-021ExB) Investments Programs .......................... 111

(POL 1-024) Membership Dues............................................................................................................. 56

Regions and Chapters:

Governing Body

(POL 2-001 & POL 2-001Pr) Duties and Responsibilities – Region Advisory Board ............................ 150


(POL 2-002; POL 2-002Pr & POL 2-002ExA) Region Boundaries and Chapter Alignment .................... 68

(POL 2-003 & POL 2-003Pr) Revocation of Chapter Charter ................................................................ 71


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Association and Headquarters:


(POL 3-014; POL 3-014Pr; POL 3-014-ExA & POL 3-014-ExB) Affiliations ............................................. 16

(POL 3-010) Antitrust Compliance ........................................................................................................ 24

(POL 3-006 & POL 3-006Pr) Association Calendar ................................................................................ 68

(POL 3-003 & POL 3-003ExA) Code of Professional Responsibility ...................................................... 78

(POL 3-019; POL 3-019Pr;) Conference Program Planning ................................................................... 80

(POL 3-019ExA; POL 3-019ExB & POL 3-019ExC) Conference Program Planning ................................ 82

(POL 3-027; POL 3-027Pr & POL 3-027ExA) Confidentiality ................................................................. 92

(POL 3-004; POL 3-004Pr & POL 3-004ExA) Conflict of Interest ........................................................... 94

(POL 3-005 & POL 3-005Pr) Disciplinary Action .................................................................................... 99

(POL 3-008) Endorsement of Goods or Services Including Affinity Programs .................................... 106

(POL 3-017 & POL 3-017Pr) Leadership Development and Training .................................................. 119

(POL 3-011 & POL 3-011Pr) Legislative and Public Policy ................................................................... 121

(POL 3-001 & POL 3-001Pr) Official Business Language ..................................................................... 118

(POL 3-002) Official Spokesperson ..................................................................................................... 152

(POL 3-012) Proprietary Data ............................................................................................................. 136

(POL 3-018 & POL 3-018Pr) Publications Development and Publishing ............................................ 137

(POL 3-016; POL 3-016Pr & POL 3-016ExA) Recognition Awards Program ........................................ 139

(POL 3-009; POL 3-009Pr & POL 3-009ExA) Records Management ................................................... 142

(POL 3-013 & POL 3-013Pr) Standards Development ........................................................................ 152

(POL 3-015) Solicitation of Contributions and Gifts ........................................................................... 151

(POL 3-007) Use of Association Name and Logo ................................................................................ 122

Financial Administration

(POL 3-021 & POL 3-021Pr) Acceptance of Honoraria or Fees ............................................................. 14

(POL 3-020) Travel Expense ................................................................................................................. 72

Membership Administration

(POL 3-025; POL 3-025Pr) Membership - Honorary ........................................................................... 102

(POL 3-026; POL 3-026Pr) Membership - Industry ............................................................................. 110

(POL 3-022 & POL 3-022Pr) Membership - Regular ............................................................................ 122

(POL 3-024) Membership - Retired ..................................................................................................... 106

(POL 3-023 & POL 3-023Pr) Membership – Student .......................................................................... 123

(POL1-016; POL1-016Pr; POL1-016ExA; POL1-016ExB & POL1-016ExC) Task Force Structure ............ 56


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(POL 1-022) Internal Audit

Effective date: July 1, 2009 Approval date: May 3, 2009 Last revised: May 3, 2009 Cancelled date: Reference: Bylaw IV, Sec.5(c), BD 03/1998, 04/2003 Cross reference: POLICY On an annual basis, the association will undergo a financial audit and limited testing of its internal controls and processes/procedures. In-depth audit of processes and procedures will be done when appropriate and with the approval of the board. GUIDING PRINCIPLES

1. Internal and financial auditing will examine and evaluate the adequacy and effectiveness of the systems of management control provided by an organization to direct its activities toward the accomplishment of objectives in accordance with approved policies and plans.

2. Internal auditing also examines systems to determine that they are operating in the most

effective manner to accomplish their intended goal. 3. The purpose of the audit is to safeguard Association financial, physical and human

resources. 4. An independent auditor will monitor the integrity of the financial reporting processes,

evaluate the systems of internal controls and validate the integrity of the financial statements.

5. ARMA International and the auditor will retain all records relevant to the audit for a period

of seven years after the audit or review of financial statements.

(POL 1-022Pr) Internal Audit Effective date: June 29, 2012 Approval date: June 29, 2012 Last revised: July 9, 2009 Cancelled date: Reference: Bylaw IV, Sec.5(c), BD 03/1998, 04/2003 Cross reference:


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PROCEDURES The board of directors delegates oversight of the auditing process to the association treasurer who will be assisted by the Chief Financial Officer (CFO). The task force that oversees financial planning and auditing may create a task force to assist in the auditing process.

1. The CFO oversees the audit program, serving as the Association’s primary coordinator for all audits.

a) While conducting audits, the Treasurer is periodically authorized to have full, free, and unrestricted access to all Association functions, records, property and personnel related to the scope of the assignment.

b) The Treasurer has no direct authority to undertake additional audits or act on audit recommendations without the express approval of the Board of Directors.

2. The purpose of the audit is to safeguard Association financial, physical and human

resources, and to promote efficient and effective resource use. (a) Financial audits are conducted annually and are always conducted by an

independent accounting firm, retained directly by the board of directors. The Treasurer works with the director of finance to coordinate the audit and to receive the auditor’s final report for distribution.

(b) Internal audits are conducted by an independent outside firm. (c) The treasurer or the task force that oversees association finances may call for an

independent third party audit at any time with concurrence of a majority of a quorum of the board of directors.

(d) Additional audits many be requested, at any time, through either the president or the Chief Executive Officer (CEO).

3. An independent auditor will monitor the integrity of the financial reporting processes,

evaluate the systems of internal controls and validate the integrity of the financial statements.

(a) No independent auditing firm may conduct an internal or financial audit of ARMA International if any current employee of ARMA International was employed by the independent auditor and participated in any capacity in an audit of ARMA International during the prior two fiscal years.

(b) The lead auditor for any audit of ARMA International may not conduct more than five consecutive audits of ARMA International.

(c) The committee that oversees association finances will approve in advance all non- audit services provided by the independent auditing firm(s) to ARMA International.

4. Records Retention: The auditor and ARMA International shall retain for a period of seven

years after the audit or review of financial statements of ARMA International, all records relevant to the audit or review, including work papers and other documents that form the basis of the audit or review, and memoranda, correspondence, communications, other documents and records (including electronic records), which:

(a) Are created, sent or received in connection with the audit or review, and which (b) Contain conclusions, opinions, analyses, or financial data related to the audit or

review.


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For the purposes of this policy, ‘work paper’ means documentation of auditing or review procedures applied, evidence obtained, and conclusions reached by the auditor in the audit or review engagement. Memoranda, correspondence, communications, other documents and records (including electronic records) described above will be retained whether they support the auditor’s final conclusions regarding the audit or review, or contain information or data, relating to a significant matter, that is inconsistent with the auditor’s final conclusions regarding that matter or the audit or review. Significance of a matter shall be determined based on an objective analysis of the facts and circumstance. Such documents and records include, but are not limited to, those documenting a consultation on or resolution of differences in professional judgment.

5. ARMA Headquarters is responsible for: (a) Establishing systems and procedures designed to ensure compliance with policies, plans, laws and regulations. The internal audit process determines whether the systems are adequate and effective, and whether the activities audited are complying with the appropriate requirements. (b) Setting operational standards to measure an activity’s economical and efficient use

of resources. The internal audit process determines whether operating standards have been developed, are understood and being met; ensuring that deviations from standards are identified, analyzed and communicated to those responsible for corrective action and identifying that corrective action has taken place or that management of the Board of Directors has assumed the risk of not taking corrective action on reported findings.

(c) Acquisition of assets and safeguarding them from various types of losses such as those resulting from theft, fire, improper or illegal activities, and exposure to the elements. The internal audit process verifies the existence of assets and reviews the means used to safeguard those assets.

6. The CEO is responsible for ensuring that appropriate action is taken within a reasonable

time on the findings and recommendations of the audit reports where necessary. Review of the disposition of the findings contained within the audit report is part of the executive management review process.

1) The finance department prepares financial statements, trial balance, and reports as

of June 30 the current fiscal year in preparation for the audit. 2) Senior staff and auditors confer in a pre-audit meeting to discuss the scope of the

audit and any new reporting or audit requirements. 3) The auditing firm sends the finance department the planning list of documents and

analysis that is needed for the pre-audit planning stage. 4) Staff updates internal process worksheets provided by the auditor. (See Internal

Control & Process/Procedure Testing below). 5) The auditors complete their pre-audit review and/or testing.

7. The auditors obtain explanations from management regarding areas that deviate

significantly from the previous year’s performance.

8. Per the auditors’ request, management provides full analysis and documentation (the “audit box”), which assists the auditors to validate the financials and perform various testing and analyticals.


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9. The auditors may request follow-up information or documents resulting from audit work performed.

10. The auditors review the preliminary audit report with management and the Association’s Treasurer.

11. The auditors present the final audit report and financial statements with footnotes to the task force for review. The task force will provide the auditors with any questions or clarifications needed.

12. Upon approval of the documentation by the task force, the auditors will present the final report to the Board of Directors.

In conjunction with the financial analyticals that are prepared for the audit, the auditors will present management with questions concerning the Association’s internal controls and policies/procedures. The questions include:

(a) How integrity within the Association is communicated and enforced. (b) How employees’ competence is assessed and supported. (c) Whether the mechanisms of communication between the staff and the Board of Directors are sufficient to demonstrate understanding, involvement and oversight of the Association. (d) How various accounts are reconciled and balanced for verification (validation). (e) Which non-system transactions are accounted for and how they are entered into the system for inclusion in the financial statements. (f) How significant accounting estimates are developed for inclusion in the financial reporting of the Association.

The auditors will also request comprehensive detail about the initiation, recording, processing, and reporting of various Balance Sheet accounts and transaction types. While on site, the auditors will observe, test, and validate the responses to the questions above. Subject to Board direction and approval, the following steps occur to select a new auditing firm. The Committee that oversees financial planning and auditing may create a task force to manage the following tasks:

1. The task force will ask Headquarters to develop a Request for Proposal (“RFP”).

2. Headquarters will send the RFP to three auditing firms in the local area. 3. Headquarters will review the results of the RFPs and present the task force with its findings. 4. The task force will select a lead candidate from the findings and present the candidate to the Board. 5. Subject to Board approval, the task force will negotiate a contract with the new firm.

(POL 1-014) Articles of Incorporation


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(POL 1-014Pr) Articles of Incorporation Effective date: July 1, 2009

Approval date: May 3, 2009

Last revised: May 3, 2009

Cancelled date:

Reference:

Cross reference: POL1 -010, POL 1-015

PROCEDURES

1. Unless otherwise required to ensure the association may undertake certain activities,

the articles of incorporation of ARMA International will be reviewed once every 5 years to

determine if revisions are required to comply with any legal requirements of the association.

2. The review of the articles of incorporation may be done in conjunction with the

review of the bylaws of the association. If it is anticipated that the bylaws will be revised,

the articles of incorporation may need to be reviewed to determine whether any of the

revisions has an impact on the articles.

3. If amendments to the articles of incorporation are or appear to be required, such

proposed amendments will be brought to the attention of the association’s legal counsel.

4. If the association’s legal counsel agrees that the proposed amendments should be

made to the articles of incorporation, the amendments will be submitted as an agenda item

for the board meeting at which they first will be presented for board consideration.. (See

POL 1-010 Pr for procedures on submitting agenda items to the board.)

5. A two-thirds vote of the board of directors during a meeting is required for adoption

of any proposed amendment to the articles of incorporation.

6. The approved amendments to the articles of incorporation will be filed with the

Secretary of State for the State of Kansas.

7. ARMA’s corporate secretary will notify the board when the Kansas Secretary of State

has acknowledged receipt of the amended articles.

8. The amendments to the articles of incorporation as filed with and acknowledged by

the Secretary of State will be retained by the ARMA International Corporate Secretary.

The articles of incorporation of ARMA International can be viewed at POL1-014ExA.


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(POL 1-014-ExA) Articles of Incorporation


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(POL 1-013) Board Member Code of Conduct Effective date: October 16, 2011 Approval date: October 16, 2011 Last revised: February 19, 2010 Cancelled date: Reference: Cross reference: POL 3-003, POL 3-004 POLICY The members of the Board of Directors of ARMA International conduct themselves in an ethical, professional and lawful manner, including the proper use of authority and appropriate decorum when acting as board members. For purposes of clarity, members of the board of directors shall be deemed to be representing ARMA International at all times (before, during and after official events) while attending the annual conference and expo or other ARMA events. GUIDING PRINCIPLES The board member:

1. Represents the interests of the membership.

2. Avoids any conflicts of interest with respect to fiduciary responsibility.

3. Does not exercise individual authority over the association.

4. Respects the confidentiality of sensitive information and issues.

5. Acts in the best interest of ARMA rather than personal preference.

6. Acts in a professional manner at all times, whether during official business functions or after hours at any events where he/she can be perceived to represent ARMA.

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(POL 3-021) Acceptance of Honoraria or Fees Effective date: May 21, 2010



Cancelled date:

Reference:

Cross reference: POL 3-020, POL 3-021 Pr

POLICY

The Board of Directors of ARMA International will ensure there is transparency in how members of

ARMA’s Board and ARMA employees accept honoraria, fees, or compensation for participation in ARMA

events.

GUIDING PRINCIPLES

1. A member of the Board of Directors during his/her term of office will not request, demand, or

accept any monetary fees or honoraria for participating in any ARMA International chapter or

region seminar, workshop, conference, or similar event where such participation is specifically

defined as part of the position description or the engagement is otherwise specifically requested

by ARMA headquarters or the Board of Directors.

2. An ARMA Headquarters employee during his/her term of employment will not request,

demand, or accept any monetary fees or honoraria for participating in any ARMA International

chapter or region seminar, workshop, conference, or similar event where such participation is

specifically defined as part of the position description or the engagement is otherwise

specifically requested by ARMA headquarters or the Board of Directors.

3. Reimbursement for reasonable direct expenses incurred for such participation by any person

identified above is authorized either in accordance with POL 3-020 or as a result of negotiation

between the parties involved, as applicable.

4. The acceptance of gifts of a modest value (i.e., less than $50.00) offered by the host as a

memento or in appreciation of the speaking engagement is not prohibited by this policy.

5. Demand of indirect gratuities, such as upgrades for travel or lodging, is considered a violation

of this policy.

6. Members of the Board of Directors may accept compensation for engagements that fall

outside the duties of an ARMA officer or director providing the member follows specific

procedures as defined in POL 3-021 Pr.

(POL 3-021Pr) Acceptance of Honoraria or Fees

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Effective date: February 20, 2014

Approval date: February 20, 2014


Cancelled date:

Reference:

Cross reference: POL 3-005

PROCEDURES

Speaking engagements by members of the Board, other than those defined in this policy, and where

remuneration is expected, shall require notification of ARMA’s Board of Directors.

a) The member must communicate to the Association President, in writing, the type of

engagement, the location of the chapter/region of the ARMA event, and the date(s) of the event.

b) The communication shall be held at ARMA International headquarters for audit

purposes and to ensure compliance with the policy.

ARMA headquarters shall educate Region and Chapter leaders hosting such events about the specifics of

this policy.

Suspected violations of POL 3-021 shall be reported to the Association President and/or the Region

Director, in writing, within 30 days of discovery.

The Board of Directors will take appropriate disciplinary action as defined in POL 3-005.

(POL 3-014) Affiliations Effective date: May 1, 2010 Approval date: Feruary 19, 2010 Last revised: February 19, 2010 Cancelled date: Reference: BD 04/1988, 10/1996, 03/1997, 09/2002 Cross reference: POLICY ARMA International may affiliate itself with other organizations in initiatives that support its strategic objectives or further the interests of the records and information management profession. GUIDING PRINCIPLES

1. For the purpose of this Policy, affiliation is defined broadly as the establishment by ARMA International of joint initiatives or collaboration with other organizations.

2. Organizations may wish to affiliate themselves with ARMA International.

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2. Terms and conditions of reciprocal arrangements must be formalized through written

agreements.

(POL 3-014Pr) Affiliations Effective date: June 29, 2012

Approval date: June 29,2012

Last revised: February 19, 2010

Cancelled date:

Reference: BD 04/1988, 10/1996, 03/1997, 09/2002

Cross reference:

PROCEDURES

Terms and conditions of reciprocal arrangements must be formalized through written agreements in

order to protect the interests of each organization. A sample affiliation agreement is attached hereto as

Exhibit A

Affiliations – within USA

1. Inter-organizational relationships of any kind require the majority approval of the Board of

Directors.

2. The ARMA International’s representatives or liaisons in such initiatives are appointed by the

President and confirmed by a majority of the Board of Directors.

3. Funds for necessary travel by the ARMA International representative or liaison are included in

the ARMA International annual budget. Travel expenditures are not to exceed the budgeted

amount in any fiscal year.

4. Regions, Chapters and task forces cannot engage in any type of affiliation in which there are

common officers, common bylaws or the commingling of funds.

5. Subject to the approval of the Board of Directors, reciprocal arrangements with other

organizations may be established in the following areas:

(a) Joint initiatives or projects - submitted as part of a task force report, these projects or

initiatives are evaluate on the basis of benefit to membership vs. associated costs.

(b) Offering of reciprocal member rates for seminars/conferences/publications.

(c) Local joint seminars or regional conferences.

(d) Arrangements regarding the translation of ARMA International publications into other

(e) languages.

(f) Providing access to learning materials, subject to copyright, licensing or other legal

requirements.

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(f) Offering bulk or volume subscription rates to affiliate organizations.

(g) Providing start-up support and networking opportunities to affiliate organizations.

(h) Arrangements with affiliate organizations regarding the brokering of publications.

(i) Reciprocal participation in the committee activities of each organization.

(j) Arrangements to participate in each other’s conferences subject to budget

considerations.

(k) Allowing affiliate organizations to use ARMA International’s name under narrowly

defined terms and conditions.

Affiliations – outside USA

6. Prior to entering into agreements with other organizations, Regions and Chapters may contact

the CEO of the Association for assistance and seek legal advice from the Association’s legal

counsel.

(POL 3-014-ExA) Affiliations

MEMORANDUM OF UNDERSTANDING

for Development of a Joint Project

Between ARMA International and (organization)

This Memorandum of Understanding, (hereafter referred to as the “Agreement”) is entered into this __

day of _____, 20___ (“Effective Date”) between Association of Records Managers and Administrators,

Inc., a Kansas corporation, doing business as ARMA International, (hereafter referred to as “ARMA

International”), having its principal place of business at 11880 College Blvd., Suite 450, Overland Park,

KS 66210, USA and (organization) (hereafter referred to as “___”) (state in which the organization is

headquartered and tax status if necessary), having its principal place of business at (full address).

STATEMENT OF INTENT

The parties recognize that ARMA International's members and committees have expertise relating to

records management and associated methodologies, and (organizations’) members and committees

have expertise relating to (description of organization’s scope). ARMA International and (organization)

believe that it is in the best interest of their respective organizations and their respective members

jointly to develop (description of joint project or initiative), hereafter referred to as (“_)

TERMS AND CONDITIONS

Joint Project Management

Parties agree to form a (steering committee, oversight committee, etc) consisting of (positions

participating the in the team) of (organization) and ARMA International to ensure that the work

conducted under this Agreement is managed in a fully integrated manner. (Explain the role of the

committee)

Procedures

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Parties agree to establish a formal communication system to facilitate joint communications among

participants and joint action when necessary, as well as provide a collaborative work space for the

(committee)

Parties agree that every effort shall be made to hold meetings (as warranted) in conjunction with other

meetings being conducted by the parties. The meeting costs are to be shared equally by the parties.

(Explain all procedures, including how working documents will be distributed, how a record of the

project will be kept for status reports, and outcomes) *Note: project status reports shall be prepared

and presented to the respective organizations’ Boards of Directors in accordance with that

organization's rules and procedures.

PUBLICATION

(Explain, in detail, any publications or reporting of results if they are an outcome of the project.

There shall be no trademarks, service marks, or logos placed on, or advertisements contained in any

standard resulting from the Joint Project. Nothing herein, however, shall restrict the right of the

appropriate party or parties, as the case may be, to affix legally compliant notices of copyright or other

proprietary rights notices

COPYRIGHT AND OTHER IP RIGHTS OWNERSHIP

(Assign IP rights or define the IP for each organization, include process of copyright ownership and

negotiation when applicable. Include a caveat in terms of copyright)

If a joint decision cannot be reached, and one organization wishes to publish a new or subsequent

edition of the publication, while the other does not, the organization wishing to continue, may, at its

option, purchase the other organization’s interest in the copyright of it upon reasonable negotiation.

(Assign level of responsibilities involved i.e.)

The parties agree to determine the responsibilities for copyediting, composition, printing, and

warehousing of a published standard on a publication-by-publication basis.

Each party represents and warrants that (i) it has the power and authority to make the assignments

and/or other grants set forth above, (ii) as between it and its members or representatives who

contribute to the joint project, it owns the copyright and other intellectual property rights in its

contributions to the Joint Project, and (iii) its execution, delivery, and performance of the terms of this

Agreement do not conflict with or violate the terms of any other agreement, order, or judgment to

which such party is bound.

COMMERCIAL EXPLOITATION

The publication and distribution (regardless of whether sold, licensed, or given away) of any work

product resulting from the joint project is in the discretion of each party and does not require consent of

the other party. Nevertheless, parties will agree on the stand-alone, single-unit list and member sales

price. “List” price is the price established for non-members of each party and “member” price is for

members of each party. The agreed upon unit price of any work product resulting from the joint project

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may be adjusted, however, where included in a package with multiple join project products, or with

other products or where furnished pursuant to a site license or other bulk transaction. Neither party

shall make nor permit the making of a derivative work based on work product resulting from the join

project or otherwise alter or modify such work product in any way without the advance written consent

of the other party.

INFRINGEMENT

The parties shall implement prior to the commencement of work on the joint, internal procedures

aimed at reducing the risk that infringement claims will be brought by their respective members or by

others working on the joint project. In particular, the parties shall accompany the circulation of all drafts

of the joint project with a conspicuous statement that all copyrights, patents, or other intellectual

property rights owned or licensed to the recipient which the recipient believes may be implicated by the

implementation of the joint project should be brought to the attention of the parties.

CONFIDENTIALITY

All disclosures of information by the parties relating to the matters contemplated by this agreement

shall be deemed to be non-confidential, unless specifically disclosed pursuant to a separate written non-

disclosure agreement between the discloser and the individual recipients of the information.

INDEMNIFICATION

Each party (the “Indemnifying Party”) agrees to be jointly, but not severally, liable to the other party

(the “Indemnified Party”) for any damages payable to a third party, and for attorney's fees and costs

incurred in the investigation and defense of any third party claim arising out of the publication,

dissemination, or practice of the Joint Project.

Each party shall indemnify and hold the other party harmless from such direct and proximate damage.

Each party shall advise the other, in writing, immediately upon receiving written notice of any third

party claim as to which liability is to be indemnified against or shared hereunder. The failure

immediately to advise the other party of a claim shall void such other party's obligation of

indemnification and contribution under this Agreement, to the extent that the delay prejudiced the

ability to defend the claim or increased the amount of damages recoverable.

NOTICES

All notices and other communications required under this Agreement that are not covered shall be in

writing and addressed as follows:

If to ARMA:

Alliances & Partnerships

ARMA International

11880 College Blvd., Suite 450

Overland Park, KS 66210

USA

If to Others:

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(contact)

(title)

(Company)

(Address)

(City, state, zip)

(Country)

TERMINATION

This agreement may be terminated by either party, for any reason, by providing 60 days’ prior written

notice to the other party.

In the event of a termination of this Agreement, the rights and obligations of each party, as they relate

to confidentiality and to the ownership of and right to exploit the IP rights in the work product resulting

from the joint project, to the extent in existence at the time of said termination, shall survive such

termination.

Each party shall retain all intellectual property rights which it may then have in any material it has

contributed to the publication, including the right to re-use any such material in another publication.

If the non-terminating party elects to continue work on the standard for publication, the terminating

party grants a license to the non-terminating party to use such material contributed by the terminating

party, at no cost, and shall reimburse the non-terminating party for such costs as the non-terminating

party may have incurred in preparing such material for publication, provided however, that such license

shall in no way otherwise restrict or impair the rights of the terminating party with respect to the

material subject to this agreement.

Each party will offer the other party the option to acquire its undivided half interest in the IP rights in

the work product resulting from the joint project (or any work-in-progress) in the event that such party

is proposing to transfer or exclusively license its interest to any third party, such party no longer wishes

to retain such IP rights ownership, or such party is discontinuing its business or is no longer acting as a

standard-setting organization; provided, however, that this option shall not be triggered merely by a

party's transfer of all or substantially all of its business or assets to a third party.

GENERAL

Both parties agree that all future public releases about the relationship between (organization) and

ARMA International or the products/outcomes of the joint project created by the parties will have both

parties’ approval prior to release.

The contents of this understanding will not reduce or constrain the parties from exercising their

legitimate roles as separate professional organizations. This agreement does not affect the rights of

either party to pursue independently any initiative at any time.

All activities associated with this agreement will respect the privacy of both parties and their associated

members and participants. Both parties agree to respect the legal protection provided by copyright law,

patent law, or other laws protecting intellectual property.

21

AGREED TO BY:

________________________________________________ (Name, Title, Company)

_________________________________________________, CEO ARMA International

(POL 3-014-ExB) Affiliations

MEMORANDUM OF UNDERSTANDING

for Event Promotion

Between ARMA International and (organization).

This Memorandum of Understanding, (hereafter referred to as the “Agreement”) is entered into this __

day of _____, 20___ (“Effective Date”) between Association of Records Managers and Administrators,

Inc., a Kansas corporation, doing business as ARMA International, (hereafter referred to as “ARMA

International”), having its principal place of business at 11880 College Blvd., Suite 450, Overland Park,

KS 66210, USA and (organization name) a (state) corporation, having its principal place of business at

(organization address).

STATEMENT OF INTENT

The parties recognize that ARMA International's members and committees have expertise relating to

records management and associated methodologies. (brief description of organization’s scope), and

that. ARMA International and (company) believe that it is in the best interest of their respective

organizations and their respective constituents jointly to co-promote applicable events originated by

(organization).

TERMS AND CONDITIONS

Procedures:

(organization) agrees to communicate when an applicable program opportunity arises. Parties will

review the opportunity and may choose to accept or decline. When accepted, the terms outlined in this

agreement will apply.

When possible, (organization) will involve ARMA International in speaker selection, as ARMA

International has access to many professionals in records and information management, e-Discovery,

and many other facets on the information management industry.

Standing Agreement:

The following promotion terms applies to all accepted programs:

22

ARMA International will provide:

(a) (2) Email promotions to its members

(b) Calendar listing on association event calendar with a link to the program web site

(c) Link to (organization) from ARMA International’s links page (in development)

(d) Materials and/or staff to display at the event(s)

(e) 1-time use of mail list (physical addresses) per event, with pre-approval

(organization) will provide:

(a) Listing for ARMA International as an association partner in print and/or electronic

media, which includes logo and 50-word description when applicable (Exhibit A),

including a link to the association website.

(b) Discount for ARMA members to attend the event (whether physical event or

telephony-based)

(c) (2) complimentary registrations for ARMA International staff to attend the event

(d) Opportunity for ARMA International to have materials present at the event and/or

for staff to host a 6-ft table top display at the event.

(e) (organization) will either: 1) Agree to send an email to the registrant lists post-event

on ARMA’s behalf (created by ARMA International) or, 2) Will grant 1-time use of

registrant list data to ARMA International per event.

COPYRIGHT AND OTHER IP RIGHTS OWNERSHIP

The parties agree this agreement to be a co-promotional agreement only, that (organization) will retain

all copyright ownership and Intellectual Property rights to its programs.

ARMA International will retain all contact information for its members and constituents, at no time will

(organization) have direct access to any personally identifying information or e-mail addresses.

CONFIDENTIALITY

All disclosures of information by the parties relating to the matters contemplated by this agreement

shall be deemed to be non-confidential, unless specifically disclosed pursuant to a separate written non-

disclosure agreement between the discloser and the individual recipients of the information.

INDEMNIFICATION

Each party (the “Indemnifying Party”) agrees to be jointly, but not severally, liable to the other party

(the “Indemnified Party”) for any damages payable to a third party, and for attorney's fees and costs

incurred in the investigation and defense of any third party claim arising out of the publication,

dissemination, or practice of the Joint Project.

Each party shall indemnify and hold the other party harmless from such direct and proximate damage.

Each party shall advise the other, in writing, immediately upon receiving written notice of any third

party claim as to which liability is to be indemnified against or shared hereunder. The failure

immediately to advise the other party of a claim shall void such other party's obligation of

indemnification and contribution under this Agreement, to the extent that the delay prejudiced the

ability to defend the claim or increased the amount of damages recoverable.

23

NOTICES

All notices and other communications required under this Agreement that are not covered shall be in

writing and addressed as follows:

If to ARMA:

Partnerships & Alliances

ARMA International

11880 College Blvd., Suite 450

Overland Park KS 66210

USA

If to (organization):

(contact)

(Title)

(company/organization)

(address)

(city, state, zip)

(country)

TERMINATION

This agreement may be terminated by either party, for any reason, by providing 60 days’ prior written

notice to the other party.

In the event of a termination of this Agreement, the rights and obligations of each party, as they relate

to confidentiality and to the ownership of and right to exploit the IP rights, to the extent in existence at

the time of said termination, shall survive such termination.

GENERAL

Both parties agree that all future public releases about the relationship between (organization) and

ARMA International or the association’s involvement in promoting (organization’s) events (other than

the terms outlined in this agreement) will have both parties’ approval prior to release.

The contents of this understanding will not reduce or constrain the parties from exercising their

legitimate roles as separate organizations. This agreement does not affect the rights of either party to

pursue independently any initiative at any time.

All activities associated with this agreement will respect the privacy of both parties and their associated

members and participants. Both parties agree to respect the legal protection provided by copyright law,

patent law, or other laws protecting intellectual property.

AGREED TO BY:

________________________________________________ (Name, Title, Company)

24

_________________________________________________, CEO ARMA International

(POL 3-010) Antitrust Compliance Effective date: June 29, 2012

Approval date: June 29, 2012


Cancelled date:

Reference:

Cross reference:

POLICY

ARMA International complies fully and in good faith with the antitrust laws of the United States of

America.

GUIDING PRINCIPLES

1. Each officer, employee, and member of ARMA International has an obligation to carry out this

policy, to refrain from any conduct which does not comport with it, and to not authorize, direct,

approve or condone such conduct by others.

2. In the event of any question or doubt concerning the legality of any particular activity or

possible course of action, it is the responsibility of the individual officer, board member,

employee or Association member involved to contact the Chief Executive Officer (CEO) of the

Association for advice and assistance from the Association’s legal counsel.

(POL3-007) ARMA International Name and Logo Effective date: May 1, 2010 Approval date: February 19, 2010 Last revised: February 19, 2010 Cancelled date: Reference: BD 06/1977, 10/1982, 07/1991, 03/1995, 11/2007 Cross reference: POLICY The Association is referred to as ARMA International, and carries on the business of the Association under this name. The ARMA International logo is a registered trademark of the Association of Records Managers and Administrators, Inc. The name and the logo of the Association are collectively referred to as the “Brand” of ARMA International. GUIDING PRINCIPLES

25

1. The Association is incorporated as the Association of Records Managers and Administrators, Inc.

This name is only used to execute legal documents, in which case the Association will be identified as the “Association of Records Managers and Administrators, Inc., d/b/a ARMA International”.

2. ARMA International does not include a tag line in its name.

3. The Brand may not be used for any purpose without the express consent of ARMA International.

4. ARMA International reserves the right to control the use of its Brand. Authorization to use its

Brand may be selectively and/or collectively withdrawn at any time by ARMA International at its sole discretion.

(POL3-007Pr) ARMA International Name and Logo Effective date: May 1, 2010 Approval date: February 19, 2010 Last revised: February 19, 2010 Cancelled date: Reference: BD 06/1977, 10/1982, 07/1993, 03/1995, 11/2007 Cross reference: POL 3-026 PROCEDURES

1. The logo may not be used for any purpose that is not related directly to the official business of ARMA International.

2. There are specific graphic standards that govern how the ARMA International logo may be

presented.

3. The ARMA International logo may be incorporated into the design of an affiliate logo, but under no circumstance may that incorporation result in any design change of the ARMA International logo.

4. Any and all use of the ARMA International Brand by affiliates and others must be approved in

writing by ARMA International.

5. The ARMA International Brand may be used to direct people to the ARMA International website for information about managing records and information.

6. The ARMA International Brand may be used in commentary about the materials found on the

ARMA International website.

7. The ARMA International logo may not be used by ARMA International members or supporting organizations to promote a person or company's involvement in ARMA International. This restriction does not, however, preclude an individual member from indicating ARMA

26

International membership on printed materials using the statement “Member of ARMA International.”

8. As defined by Association policy, ARMA International offers Industry Memberships. ARMA

International will provide Industry Members a unique ARMA International Industry Membership logo for their use in their communications.

9. While non-Industry Member organizations may not use the ARMA International logo, it is

permissible for a business entity or other organization whose officers, directors, or owners are individual members of ARMA International to use the following phrase: “(Entity Name) subscribes to and supports the policies of ARMA International.”

10. The ARMA International Brand may not be used in a manner that suggests that ARMA

International supports, advocates, or recommends any particular product or technology.

11. The ARMA International Brand may not be used in a manner that suggests that a product or technology is compliant with any ARMA International Materials.

12. The ARMA International Brand may be used by affiliates as part of their standard description.

Example: “XYZ Chapter is an official chapter of ARMA International, a not-for-profit professional association and authority on managing records and information…”

13. The ARMA International Brand may not be used in any materials that could mislead readers into

believing the event, publication, or product is sponsored by ARMA International without the existence of a signed agreement between the entity and ARMA International. Example: Chapters may not use the ARMA International Brand in the promotion of a chapter event unless ARMA International and the chapter have a signed agreement to the contrary.

14. The ARMA International Brand may be used by special arrangement with ARMA International.

Said arrangement must be in writing and carry the signature of the authorized representatives of both organizations.

15. An official description of ARMA International Brand Guidelines and official artwork is accessible

to leaders on the Leadership Resources intranet web site http://arma.org/Leadership/Marketing/LogoGuidelines.aspx

(POL1-001) Duties and Responsibilities – Board of Directors Effective date: July 20, 2013

Approval date: July 20, 2013


Cancelled date:

Reference: Bylaw Article V, Sec. 1

Cross reference:

POLICY

http://arma.org/Leadership/Marketing/LogoGuidelines.aspx

27

The board of directors governs ARMA International. The board of directors exercises corporate powers

and controls the business affairs of the association. The board of directors shall be composed of the

president, the president elect, the immediate past president, treasurer, and 8 - 10 directors who are

either regular members of the association or who are not members of the association (“outside

directors”), all of whom are voting members of the Board of Directors of ARMA International. However,

the board can modify the composition and number of board members from time to time as deemed

necessary per Article V, Section 1 of the Bylaws.

GUIDING PRINCIPLES

1. The composition and powers of the board are defined in the association Bylaws, and as

referenced above.

2. Board members are expected to:

(a) Govern with outward vision and strategic leadership, rather than focus on

administrative detail

(b) Participate in dialogue and discussion relating to the strategic focus of the association

and be part of the strategic planning process

(c) Encourage diversity in viewpoints without preventing the expression of opinions

(d) Support board-approved decisions

(e) Actively support the growth and initiatives of the records and information management

profession

3. The board cultivates a sense of group responsibility. The board, not the staff, is responsible for

excellence in governing. The board is be the initiator of policy, not merely a reactor to staff

initiatives. The board uses the expertise of individual members to enhance the ability of the

board as a body rather than to substitute individual judgments for the board’s values. The

board allows no officer, individual, or committee of the board to hinder or be an excuse for not

fulfilling board commitments.

4. The board directs, controls, and inspires the association through the careful establishment of

broad written policies reflecting the board’s values and perspectives about ends to be achieved

and means to be avoided. The board’s major policy focus is on the intended long-term effects

outside the association, not on the administrative or programmatic means of attaining those

effects.

5. The board enforces upon itself whatever discipline is needed to govern with excellence.

Discipline applies to matters such as attendance, preparation, policy-making principles, respect

of roles, and ensuring continuance of governance capability. Continual board development

includes orientation of new board members in the board’s governance process and periodic

board discussion of process improvement.

6. The board monitors, reviews and discusses the board’s process and performance at each spring

board meeting.

28

7. The board focuses on outcomes and maintains the clear distinction between board and CEO

roles. The board provides direction to the CEO, who then directs the staff of ARMA International

to implement and manage the affairs and business of the association.

8. The board has a fiduciary obligation to the members of the association. This is a position of

trust, which requires that board members always act in the best interests of the membership

and the profession, and not in the best interest of the board, individual members of the board,

or the individual board member’s employer.

9. The board uses discretion and good judgment in the use and expenditure of all association funds

and resources.

(POL1-001Pr) Duties and Responsibilities – Board of Directors Effective date: June 20, 2013


Last revised: August 12, 2010

Cancelled date:

Reference: Bylaw VII, Sec. 1 & 5

Cross reference:

PROCEDURE

1. The board member will:

(a) Attend and participate in all in person, telephone, and electronic meetings of the

board of directors.

(b) Attend and participate in the association strategic planning meeting.

(c) Attend and participate in task force meetings, as required.

(d) Attend and participate in region and association-wide meetings, as required.

(e) Adhere to the Code of Professional Responsibility.

2. The board member may:

(a) Submit items for discussion and consideration by the entire board of directors

relating to strategic, policy, financial and/or professional issues.

(b) Serve as a chair or member of an association task force, as appointed.

(c) Perform other duties and tasks as may be specifically requested by the president or

immediate past president.

3. The board member may not:

(a) Participate in “for profit” endeavors using ARMA’s name without board approval.

(b) Participate in “for profit” endeavors using ARMA’s name for personal or employer

gain, without board approval.

(c) Participate in any activity which may result in a perceived conflict of interest

29

without the board’s approval.

(d) Participate in any vote in which a conflict of interest is apparent or perceived.

(e) Serve on a local chapter board while serving on the ARMA International Board of

Directors.

(POL 1-010) Meetings of the Board - Regular Effective date: September 22, 2012

Approval date: September 22, 2012


Cancelled date:

Reference: Bylaw V, Sec. 5

03/1994, 03/1998, 09/2002

Roberts Rules of Order,

Rules of Procedure for Meetings of the Board of Directors

Cross reference:

POLICY

The board of directors holds regularly scheduled meetings once a month. At least two of these are in-

person meetings.

GUIDING PRINCIPLES

1. All regular and special meetings of the board of directors shall be at such place as may be

designated by the board of directors. It is the intent of the board of directors to hold one of

these meetings in conjunction with the annual conference. Changes to meeting locations are

conducted in accordance with Bylaws Article II, Sec. 1.

2. The CEO, corporate secretary, and designated headquarters directors receive prior notice of and

have the right to be present at all regular meetings of the board of directors.

3. The foreword to the Rules of Procedure for the Meeting of the Board of Directors, adopted by

the board of directors in 2002, states:

“It is essential to any governing body engaged in legislative, decision-making, debate that it do so in a

manner that is clearly consistent, truly democratic, and subject to rules that provide for fair and

equitable expression of opinion and impartial administration. The Rules of Procedure contained herein

are provided for the just and due deliberations of the Board of Directors of ARMA International, and

shall hold precedence over all others excepting that wherein such provision is not made, default shall

occur to Roberts Rules of Order.”

30

(POL 1-010Pr) Meetings of the Board - Regular Effective date: May 11, 2011



Cancelled date:

Reference: Bylaw VII, Sec. 7, 11, 12, 13

BD 04/1989, 07/1992, 07/1993, 10/1993, 03/1994, 03/1998, 09/2002

Roberts Rules of Order, Rules of Procedure for Meetings of the Board of Directors

Cross reference:

PROCEDURES

1. Agenda, regular meetings by tele-conference:

(a) Board members submit agenda items for regular meetings held by tele-conference to

the corporate secretary no later than seven days before the scheduled board meeting.

(b) The corporate secretary distributes the agenda set by the president to the board of

directors at least four days prior to the meeting.

2. Agenda, in-person regular meetings:

(a) Board members submit agenda items for in-person regular meetings of the board of

directors to the corporate secretary no later than one month prior to the scheduled

board meeting.

(b) All agenda items must be sent in accordance with the formal requirements of an agenda

submission (Exhibit A). All agenda items include a statement of the financial impact on

the association budget.

(c) The corporate secretary distributes the agenda set by the president to members of the

board of directors within five working days following the deadline for receipt of agenda

items. This is essential for timely review of submissions by the board of directors prior

to the board meeting.

3. Minutes of all meetings:

(a) The corporate secretary will maintain a record of all meetings of the board of directors

together with all supporting documentation.

(b) The decisions of the board and the minutes of the meetings are made available to the

members of the association on the website.

(c) A full copy of the minutes and supporting data are maintained in accordance with

association policy at headquarters. The minutes may be made available upon request

pursuant to Kansas law.

4. Action item voting, meetings by tele-conference:

(a) Actions will be documented in the form of motions.

(b) Votes will be taken by calling the question and asking for a verbal “aye” or “nay” from

the assembled directors, unless any director requests a roll call or written ballot.

(c) Failure to vote counts as an abstention.

31

(d) Actions taken by conference call vote and resulting in a majority are binding on the

association.

(e) Actions will be documented in the meeting minutes and published to the membership.

(f) Each Board member will have one vote.

5. Action item voting, in-person meetings:

(a) Actions will be documented in the form of motions through a consent agenda.

(b) Voting will be counted visually, verbally and/or on written ballot.

(c) Failure to vote counts as an abstention.

(d) Actions taken by vote and resulting in a majority are binding on the association.

(e) Actions will be documented in the meeting minutes and published to the membership.

(f) Each board member will have one vote.

6. Action item voting, email:

(a) In certain situations, the Board may be asked to vote on an action item using e-mail.

The immediate past president will provide a due date by which e-mail votes must be

returned.

(b) Votes will be counted by the corporate secretary based on e-mail responses received by

the due date.

(c) All members of the board must vote without exception and the results of a vote taken

by e-mail must be unanimous to bind the association.

(d) Actions will be documented in the meeting minutes and published to the membership.

(e) Each board member will have one vote.

7. Quorum

A majority of the total number of directors shall constitute a quorum.

8. Adjournment

A majority of the directors present may adjourn a board meeting to meet again at a stated day

and hour or until the time fixed for the next regular meeting of the board.

(POL 1-010-ExA) Meetings of the Board – Regular

AGENDA SUBMISSION FORM

NAME OF SPONSOR: (task force or individual’s name)

SUBJECT:

MOTION: (desired action clearly and succinctly stated to permit decisive Board action)

32

BACKGROUND: (brief description of events or circumstances that have given rise to present the agenda

item for Board consideration)

DISCUSSION: (pros and cons of the courses of action available to include alternatives for deferral or

return to status quo)

RECOMMENDATION: (brief statement of recommended solution)

AFFECTED POLICIES AND/OR PROCEDURES:

FINANCIAL IMPACT STATEMENT: (brief statement as to the financial impact this agenda item will have

on the overall budget of the Association)

BENEFIT TO MEMBERSHIP: (mandatory for all agenda submissions which have a financial impact)

(POL 1-011) Assimilation of Incoming Board Members Effective date: June 29, 2012



Cancelled date:

Reference: BD 04/1986, 04/1989, 10/2008

Cross reference:

POLICY

The board of directors assimilates newly elected board members of ARMA International into the board

of directors through an orientation and a mentoring process.

GUIDING PRINCIPLES

1. The president and the chief executive officer (CEO) plan and direct an orientation session at the

spring in-person board meeting.

2. Current board members assigned by the president elect mentor the incoming board members

by serving as a resource to the new board member.

3. Goals of the mentoring program:

(a) Prepare new board members to be productive, value-added members of the

board in their first year and beyond.

(b) Develop a relationship with experienced mentors for the benefit of the

association long-term

(c) Train new board members to think and act more strategically for the association

(d) Assist the president with making committee assignments that would be most

efficient and productive for the association

33

(e) Train new board members on board processes, including meeting procedures,

and the distinction in roles between the board and staff

(POL 1-011Pr) Assimilation of Incoming Board Members Effective date: June 20,2013


Last revised: April 19, 2010

Cancelled date:

Reference: BD 04/1986, 04/1989, 01/2008

Cross reference:

PROCEDURES

1. Selection of mentors

(a) President-elect selects the mentors

(b) Mentors will be board members who are in their second or third year of term on

the board and the Outside Director who will be a mentor in the last year of

his/her term

(c) Selection will be dependent on time commitments and geographic location

(d) Non-US board members may have dual mentoring responsibilities due to limited

number of roles on the board structure

Matching mentors with incoming board members, hereinafter referred to as “apprentices”, will be done

by the President-Elect prior to the March board call.

2. Mentoring process

(a) The mentoring process commences in March, as soon as the incoming board

members are announced, and ends after the annual conference and exhibition

(b) Prior to the March board call, President-Elect makes the initial conference call to

introduce mentors and the apprentices

(c) Thereafter, mentors and apprentices will schedule their individual conference

calls and review the items in the Exhibits to this document

(d) Spring in-person board meeting

i. Mentors will attend the new board member orientation session

ii. Mentors will sit with apprentices at the board discernment session and

board meeting, and guide them through the board book and the process

(e) President-Elect will monitor the process through surveys and telephone calls

(f) The mentor manages the mentoring relationship and the process

Outside Directors

An Outside Director will mentor the incoming Outside Director through June 30 on specific items related

to the role.

3. Updating exhibits

34

The supporting exhibits will be reviewed and updated annually by the mentoring team.

4. Success measures of the Mentoring Program

(a) Apprentices are able to make immediate contributions to discernment and

decision-making processes

(b) Apprentices are assigned to a committee and task forces that fit their skill set

and area of interest; they understand their roles within the committees and

they are prepared to work on the committee or task forces

(c) Apprentices understand the relationship between the Board and Headquarters,

which will help them balance their new duties appropriately

5. Benefits to mentor

(a) Refreshes the mentor on Board and Association policies and procedures

(b) Develops a professional relationship with a fellow Board member

(c) Enhances support-role skills that may be reused for committee work

(d) Develops mentoring skills for use in career or other volunteer capacity

The Mentoring Program will provide additional information about the apprentice which will be helpful in

conducting the business of the Board of Directors:

· Background

· Skills and aptitudes

· Likes and dislikes

· Strengths and weaknesses

· Working with others

· Areas of general interest

· Areas of professional interest

· Strategic issues of personal interest

(POL 1-011ExA) Assimilation of Incoming Board Members Item Governance Status Policy Comments

Board Conference Calls

1 Schedule and duration of Board calls Fourth Thursday/month@ 11:00 CST, usually one

hour in duration

2 Process for Board calls POL1-010

Board and HQ submit items for agenda to

Corporate Secretary; call in using phone # and

pass code provided in meeting notice, roll call by

Corporate Secretary, Chairman conducts

meeting following agenda and conducts round

robin opportunities for each board member to

comment on a topic when necessary

3 Hot topics to be discussed at Board call Meeting agenda and applicable attachments

distributed to all board members 4-5 days prior

35

to the meeting

4 Attendees Board, CEO, and designated Headquarters

Directors

5 Expectations of Board members POL1-001 Participate and contribute to

discussions/decisions

6 Expectations of new Board members Observe. May be called upon to comment

7 HQ Status report Provided by CEO; Read report and ask questions,

if any

Spring Board Meeting (April/May)

8 Review orientation process POL1-011 Officers and members of HQ staff conduct half

day orientation

9 Process for discernment session held prior

to board meeting

Submit discernment items to Corporate

Secretary on prescribed form by deadline.

During discernment session, Board discusses

each item and votes on the outcome including

move to consent agenda, assign to committee or

task force, or item presented as an FYI only (see

Rules of Discernment)

10 Process for Board meeting POL1-010 See Rules of Procedure for Board Meetings

11 Expectations of incoming Board members Observe. May be called upon to comment

12 Cost of providing Member Services analysis

A formula to decide if membership fees will be

raised to remain financially viable - presented

during budget approval process

13 Board book

Board book is sent electronically approximately

two weeks prior to spring meeting; contains

Rules of Procedure, agenda items for

discernment with supporting documents, reports

from HQ, committees/task forces. Print out

book for reference during meetings or bring

laptop with document downloaded in case

internet is not available. However, power cables

and internet access are typically provided.

14 Rules of Procedures - Board Meetings

Discuss the process and how meetings are

conducted. For example: board members

indicate to the Chair when one wishes to speak

and may be placed on a waiting list if there is

more than one member wishing to speak.

15 Roberts Rules Roberts Rules apply

16 Attendees and guests

Board, CEO, and designated HQ Directors.

Guests may be invited to participate but Board

members only eligible to vote.

17 Seating arrangements Mentees sit with Mentors. Officers and

Parliamentarian (if using) sit at head table to

36

conduct meetings

18 Planned social events If an "official" BoD dinner is held, members are

encouraged to attend

19 Review travel and expense policy POL3-020

Send travel itinerary to Corporate Secretary for

hotel and ground transportation planning and

arrangements.

20 Attire Business casual. Bring sweater as rooms could

be cold. Walking shoes.

21 Free time activities Groups do various activities - jogging,

restaurants, hotel lounge, shopping, etc.

Strategic Planning Task Force Meeting

22 Process for meeting

Pre-work is conducted via e-mail surveys.

Meeting generally conducted day prior to fall

board discernment. Board approves strategic

plan during fall board meeting.

23 Expectations of Board members POL1-001

Read distributed materials prior to meetings,

participate in surveys and discussions during the

meeting

24 Members of the Strategic Planning Task

Force

Board,CEO, designated HQ Directors, and others

may be invited as directed by the president elect

who heads up strategic planning each year.

25 Review travel and expense policy POL3-020

Expense form and itinerary with airfare cost can

be submitted for reimbursement to the

Corporate Secretary prior to the meeting.

Corporate Secretary will make arrangements for

hotel accomodations and ground transportation.

26 Attire Business casual. Bring sweater as rooms could

be cold. Walking shoes.

Fall Board Meeting (may be conducted in

conjunction with the annual conference)

27 Process for discernment session held prior

to board meeting

Submit discernment items to Corporate

Secretary on prescribed form by deadline.

During discernment session, Board discusses

each item and votes on the outcome including

move to consent agenda, assign to committee or

task force, or item presented as an FYI only (see

Rules of Discernment)

28 Process for Board meeting POL1-010 See Rules of Procedure for Board Meetings

29 Board member obligations at annual

conference POL1-001

Corporate Secretary will forward Board Schedule

of Events

37

30 Attire Primarily business casual with one-two business

occasions

31 Free time Check Board Schedule which will be forwarded

by Corporate Secretary.

Other items

32 Executive sessions

Executive Sessions of the Board are for Board

members only unless a vote is taken to include

others. Executive sessions can be conducted:

immediately following a board conference call

and are a normal course of business prior to the

fall and spring board meetings.

33 Association finances and budget

Oversight by Treasurer and CFO in conjunction

with the Financial Planning Task Force. Overview

of adaptive budget and more details at

orientation session. Board approves final budget

for next fiscal year at the spring board meeting.

34 Board & Committee structure and their

roles/responsibilities

POL1-001,

201, 202,

203, 204,

GP 5

35 Role of CEO and HQ Directors POL1-006 Operational, i.e., implementing strategic

activities

36 Role of Corporate Secretary POL1-007 Attends meetings,takes and maintains

association minutes; liaison to the Board

37 HQ organization structure and key contacts Corporate Secretary will send list at beginning of

fiscal year.

38 Staff/Board relationship - protocol GP 2

CEO reports to the President and HQ staff report

to the CEO. Board members should direct

requests of HQ staff to President unless staff

member is a member of a task force chaired by a

board member.

39 Task Forces POL1-016

40 Appointment of Task Force Chairs Chairs appointed by President.

41 Knowledge of vision and mission myARMA See web site

42 Knowledge of Bylaws and

Policies/Procedures myARMA See web site. Review before Spring meeting.

43 Association's strategic issues and 5 key myARMA Knowledge and periodic review of strategic plan

38

issues

44 Past Board Minutes myARMA See web site

45 Board member Code of Conduct and Code

of Professional Responsibility

GP

6/POL3-

003

Review POL

46 Speaking for the Association POL3-002

President is the official spokesperson. However,

on special issues, HQ may develop and distribute

to Board talking points and common info so that

the message is consistent

47 Speaking engagements with

Chapter/Regions

Welcomed and encouraged; see Conflict of

Interest POL3-004

48 List of acronyms used POL 1-01,

Exhibit D Use list provided

49 Check list of documentation POL 1-01,

Exhibit C Use list provided

50 Performance evaluation of CEO

Conducted by CEO Compensation Task Force

with input provided by Board and some of the

HQ Directors.

51 Region Leadership meeting attendance

President-Elect in conjunction with the Director

of Member Services assigns region meeting

participation to Board members. Region

Managers may request specific Board members.

52 Board self assessment Conducted every two years with evaluation

conducted at spring board meeting

International Director

53 Check list of documentation and

information

POL 1-01,

Exhibit C Use list provided

Outside Directors

Are recommended to the Board by the Outside

Director Search Committee. Eligible for 3 one

year terms. Board vote required

54 Background and Direction of ARMA and the

RIM Profession

(POL 1-011ExB) Assimilation of Incoming Board Members (POL 1-011ExC) Assimilation of Incoming Board Members List of Acronyms and Terms Used by The Board of Directors

Acronym/Term Full title

39

AIEF ARMA International Educational Foundation

AMS Association Management System

ATF Awards Task Force

CARBICA Caribbean Regional Branch of ICA

CCTF Conference Content Task Force

CITRA Conference Internationale de la Table Ronde des Archives (International

Conference of the Round Table on Archives)

CoSA Council of State Archivists

CEO Chief Executive Officer

CEOCTF Chief Executive Officer Compensation Task Force

EMTF Election Management Task Force

FPTF Financial Planning Task Force

HQ Headquarters

the Principles Generally Accepted Recordkeeping Principles

IATF Internal Audit Task Force

ICA International Council of Archives

ICRM Institute of Certified Records Managers

IRMS Information and Records Management Society

IRMT International Records Management Trust

MCI Kansas City International Airport

MPS Member & Practice Support (Committee)

PEB Publications Editorial Board

PPTF Public Policy Task Force

SAA Society of American Archivists

SPA Section for Records Management & Archival Professional Association of ICA

SPTF Strategic Planning Task Force

Staff Staff at ARMA headquarters

(POL 1-011ExD) Assimilation of Incoming Board Members http://www.arma.org/Governance/POL1-011ExD%20-%20Roles%20and%20Responsibilities.pdf (POL 1-008) Nomination and Election – Officers and Directors Effective date: July 1, 2009



Cancelled date:

Reference: Bylaw V,

BD 03/1990, 07/1990, 03/1992, 03/1993, 03/1994, 03/1995,

03/1996, 03/1997, 10/1997, 03/1998, 09/2002


POLICY

40

The officers and directors of the Board of Directors of ARMA International, with the exception of the

outside directors, are nominated and elected by ballot as prescribed in the association bylaws.

GUIDING PRINCIPLES

1. ARMA International will ensure that the process to elect officers and directors is

impartial, fair and accurate, and that it encourages the election of qualified leaders.

2. Electronic tools and other mechanisms will be used to promote the nomination and

election process.

(POL 1-008Pr) Nomination and Election – Officers and Directors Effective date: October 24, 2014

Approval date: October 24, 2014

Last revised: November 7, 2013

Cancelled date:

Reference: Bylaw V,


PROCEDURES

The Election Management Task Force will manage the processes associated with the annual election of

officers and directors. The processes will be reviewed on an annual basis and updated, if necessary to

improve ARMA’s commitment to fair and impartial elections. The bylaws of the association give this task

force broad power to monitor the election process, establish guidelines and ensure a fair election

independent of the board of directors.

Composition of the task force:

The Immediate past president serves as the task force leader and appoints members to the task force.

The number of members on the task force is determined by the task force leader. Any task force

member who chooses to seek elective office at the association level is required to resign from the task

force. The resignation is effective upon submission of the candidate materials.

Term/Vacancies:

Members of the task force may serve one two-year term. Serving a partial term, such as filling a vacant

position on the task force, is considered the same as serving a full term. Vacancies on the task force are

filled by appointment by the task force leader with no ratification required.

Removal from the task force:

A member of the task force may be removed for failure to discharge the duties of the position or for

other infractions such as campaigning. The task force provides an opportunity for the member to state

his or her case either orally or in writing. If it is determined that removal is required, the individual may

be removed by a 2/3 vote of the task force.

41

Budget:

The task force staff liaison is responsible for the preparation and submission of a budget for the next

fiscal year based on the following criteria:

1. On line set up for e-voting and results reporting.

2. Any virtual (electronic) meetings, forums or discussion boards related to the election.

Voting:

The task force leader will not cast a vote on any issue before the task force unless there is a tie.

Electronic voting by the task force is permitted.

Responsibilities of the task force:

1. Identify qualified candidates for office based on the pre-determined minimum qualifications.

2. Announce to the membership that candidates are being sought, and promote the election to

the members.

3. Create a forum for members to question candidates.

4. Monitor campaigning.

5. Provide quality control over the voting process and ensure validation of ballots and voting

results.

6. Establish, monitor and modify, where necessary, the ballot certification process.

7. Provide mechanisms for post-election review, re-count of votes and invalidation procedures,

if necessary.

8. Declare the winning candidates.

9. Communicate promptly to members regarding election results, using written and online

communication means.

10. Conduct the process within the budgetary guidelines established.

Election time lines:

Annual elections are time sensitive. The task force liaison will annually recommend to the task

force time lines for voting duration, return of ballots, etc. based on activities set for the year.

42

1. The task force verifies adherence to election process time lines.

2. The task force has the authority to modify election time lines in mid-process, if so required.

3. The task force determines the cutoff date for ballot eligibility.

Nomination process:

1. The steps in the election process are as follows:

Call for Nominees: The headquarters task force liaison with the direction of the task force, will

issue a call for nominees for open positions on the board each year. The “Call” shall include

the process for nomination, appropriate deadlines, submission materials required and

qualifications for office.

2. Nominations will be due to ARMA Headquarters by a designated date, which will be

communicated to the membership. Members may nominate themselves (see a below) or be

nominated from the membership (see b below). The task force may also identify individuals as

nominees (see c below).

(a) Members applying for office on their own behalf may submit the required candidate

materials at any time prior to the designated due date.

(b) Nominations (other than self) from the membership will be made to ARMA

Headquarters, Attention: Task Force Leader, by a due date as designated by the task force.

This allows time to communicate with the nominee and for submission of the candidate

materials.

(c) Nominations from the task force will be made to the task force leader in advance in

order for the nominee to be notified and candidate materials submitted.

(d) A nominee may apply or be nominated for only one elected office.

3. The nominee/candidate must submit the following materials:

(a) A current resume

(b) The responses to questions posted online for candidates completion.

(c) A letter from the nominee’s current employer outlining the employer’s support. If the

nominee is self-employed, no letter is required.

4. Upon submission of the required materials and verification that the minimum qualifications for

office have been met (see “Minimum Qualifications for Office” section below), the task force

liaison will send an email acknowledging acceptance to each nominee and include a link to this

procedure.

(a) If a nominee is deemed not to meet the qualifications for office (length of membership,

43

offices served, etc.), the task force leader will immediately notify the nominee in writing. If

the nominee disputes the finding, he or she may provide proof of qualification to the task

force as a whole. Such proof will be brought immediately to the task force for review and

vote.

(b) Notwithstanding an acknowledgment of acceptance, the task force may disqualify any

nominee or candidate for cause by a 2/3 majority vote. Disqualification may be before or

during the election, or before a candidate takes office.

5. The headquarters task force liaison will send copies of the submitted resume, responses from

candidates to questions posed, and employer support letter to the task force members.

6. The task force will convene by conference call or e-mail to validate the nominees that meet the

qualification criteria.

Election process:

1. The task force will meet via conference call to discuss any election issues.

2. The candidates will be announced and their bios posted to the ARMA website.

(a) All candidates who qualify will be put on the electronic ballot.

(b) The task force will ensure that there is at least one candidate for each office that is open.

(c) The task force leader will announce the candidates approved by the task force.

3. ARMA Headquarters will verify the membership eligibility list for ballots to ensure accuracy.

(a) For use in the ballot process, ARMA Headquarters will establish a list of members in good

standing (as of the date established each year by the task force) and eligible to vote.

(b) ARMA Headquarters will verify the accuracy of the electronic ballot mailing list to ensure

there are no duplicates or ineligible voters included.

4. On a date specified each year by the task force, ballots will be distributed electronically. This

information will also include the deadline for voting as established by the task force. Ballots will

identify the candidates by name only.

5. The total e-votes are tabulated by the outside firm monitoring the e-voting.

6. The task force will validate the results of the election and declare the winners.

(a) The president elect, treasurer, and directors will be elected by a plurality of votes of all

members voting.

(b) Should the election result in a tie-vote for two candidates, the task force will immediately

request the auditor to recount all valid ballots submitted. Should the recount still result in a

tie-vote, the task force will declare a run-off election for those two candidates ONLY. The

44

run-off election should be completed and verified by the teller in time to allow the newly

elected directors to attend the spring board meeting.

(c) The task force will validate the election results as follows:

i)The auditor will notify the task force leader of the results either via telephone or e-mail.

ii) The task force leader will present the results to the task force by phone or e-mail.

iii) Task force members will vote on validation within 10 business days of the election. A

2/3 majority is required to validate the election results.

(d) Should any candidate or member request a recount of the ballots, the task force will

request a detailed “cause for recount” from that member. The task force will investigate the

cause and make a determination, approved by a 2/3 vote of the committee, whether to

conduct a recount of the election.

(e) Should a recount be conducted, the task force will instruct the auditors to recount all

validated ballots and report back to the task force leader no later than 10 business days

after the recount was authorized. The task force will validate the recount results and

announce such to the membership. (f) The task force also has the authority to invalidate an

election if 2/3 of its members vote to do so.

7. The task force leader will then notify each candidate of the election results and the requirement that

each successful candidate attend the spring board of directors’ meeting. As a matter of expediency, the

successful candidates will be notified by telephone or e-mail.

8. The membership will be notified of the complete results of the election via the website.

9. Directors and officers take office at the beginning of the next fiscal year (July 1) and hold office until

their successors are installed.

If an eligible candidate resigns or cannot take office July 1st, the candidate with the next highest vote

count will assume the office.

(a) If there is no other eligible candidate, the position of director will be filled by appointment

by the president of the association. The person selected by the president must be validated

by the task force and then approved by the board in accordance with the association bylaws

(Article VII, Sec. 3).

(b) In case of a vacancy in the office of president elect, nominees will be solicited by the

current task force. The president elect will be elected through the standard ballot procedure

at a special election.

(c) A vacancy in any other office after the start of a given term will be filled by appointment by

the president for the balance of the respective unexpired term. The candidate’s

qualifications will be validated by the task force and final approval of the candidate will be

voted on by the board of directors.

45

(d) Any person filling a vacancy in an elected office other than the office of president elect will

be eligible for subsequent nomination for that office and will be eligible to serve in

accordance with the association bylaws (Article IV, Sec. 3).

Campaigning:

The task force is required to ensure an impartial, fair and equitable electoral process. As such, there is to

be NO CAMPAIGNING by any nominee or candidate for office.

1. Guidelines

The following guidelines are provided to ensure compliance with the policy. For simplicity, the use of the

term “candidate” includes “applicants” and “nominees,” as well as those members on the official slate

of candidates.

(a) Members, chapters, regions or candidates will not present information that supports one

candidate over another. However, chapters and regions may recognize which candidates are

members of their chapter/region without soliciting votes for that candidate provided all

candidates names are recognized in a similar fashion.

(b) A candidate may be asked to attend a chapter or regional meeting or seminar to discuss his

or her qualifications for a position, but other candidates for that position will also be invited

to speak and to provide information that may be read at the meeting. If a candidate declines

to participate, the other candidate(s) may proceed. For any kind of public forum, ALL

candidates for a position will be invited to participate.

(c) If candidates are asked to submit information about themselves, such as an for an article

for a chapter newsletter or a website, ALL candidates for a position will be invited to

participate.

(d) Campaign committees, buttons, flyers, etc. are not allowed. A candidate may wear the

candidate lapel ribbon that is given by the task force at the annual conference and expo

ONLY.

(e) Any member may ask any candidate about his or her qualifications or positions on issues

facing ARMA International. The candidate should take the opportunity to openly present his

or her view without discussing the position or views of any other candidates. If questioned

in an open forum, such as the ARMA Forum Web site, all candidates will have an

opportunity to speak to the question.

(f) The task force has the authority to approve all communication used by candidates in the

dissemination of information about their candidacies. This includes newsletter or website

submissions, presentations at meetings, editorials, etc.

(g) The task force will encourage candidate forums and discussions at the annual conference

and expo, chapter meetings or other appropriate locations. The task force will provide or

46

recommend the appropriate format for each venue. The task force will also ensure the

distribution of candidate information to the membership.

2. Campaign infractions

In the event of suspected campaigning, the following process is used:

(a) The infraction with appropriate details will be reported in writing to the task force leader

or to any member of the task force.

(b) The infraction will be investigated, and the candidate, member or chapter involved will be

given the opportunity to address the accusations.

(c) The task force will determine the validity of the claims and the candidate’s position. The

task force will make a final determination by a 2/3 majority vote.

(d) If the task force finds that campaign violations exist, it may disqualify the candidate, or

place sanctions against the member or chapter, including, but not limited to:

i) Membership revocation and rescission of membership privileges.

ii) Disqualification from chapter or ARMA International awards.

3. All members are responsible for ensuring that everyone follows the guidelines listed above. The

election of qualified officers should be based on candidates’ qualifications and their understanding of

and approach to the issues faced by ARMA International.

Promoting the election process:

1. The task force will actively encourage qualified members to seek office.

2. The task force will annually develop awareness campaigns to promote the election process to all

ARMA International members.

3. The task force will communicate its role, responsibilities and support to all nominees and candidates.

4. The task force will encourage the use of electronic tools to promote the election and to expedite the

process of application or nomination.

Election invalidation procedures:

1. Invalidation of an election can occur when:

(a) There is verifiable receipt of duplicate ballots.

(b) There is incomplete mailing of ballots due to errors.

(c) There is election tampering.

2. Any member may request invalidation by notification in writing to the task force regarding the

infraction which has occurred. After investigation and determination that an infraction has

47

occurred, the task force may invalidate the election by a 2/3 vote of eligible task force voters. A

new election will then be called with procedures established for error correction and timelines

set for the issuance and due date of new ballots.

3. The task force leader will communicate invalidation in writing to the CEO. The CEO will inform

the auditor.

4. All candidates will be informed of the invalidation by telephone with a follow-up email. This

notification may be done by any member of the task force as assigned by the leader.

5. The board of directors will be notified by the most expedient method possible.

6. A general announcement of the invalidation to the membership in general will be included in

the printed information for the new election (i.e., with the new ballot, etc.).

7. Any changes in the election results, because of resignations or other reasons for a candidate not

being able to take office, will be announced to the general membership in the most expedient

method possible.

Minimum qualifications for office:

The established minimum qualifications for each office must be met before a nominee is accepted as a

candidate. These minimum qualifications are defined below and may be modified by the task force. The

minimum qualifications will be verified by ARMA Headquarters upon receipt of the candidate

submission materials and will be re-verified by the task force.

President Elect

To be qualified for an elected office, an applicant or nominee must have an informed awareness of the

contemporary issues that impact the association.

Role:

• Govern with outward vision and strategic leadership.

• Provide strategic vision and leadership for the Association.

• Monitor and promote the Association’s positive member and financial growth.

• Promote Information Governance as a profession.

• Think globally.

• Articulate and advocate for the profession.

• Chair the Association’s Strategic Planning Task Force and continue developing the strategic

vision for the Association.

• Uphold and promote the mission and values of the Association.

• Assist the president and/or chair of the Board with duties as requested.

• Support all Board approved decisions.

Minimum Qualifications:

48

• Member in good standing of the Association for at least five consecutive years prior to filing for

candidacy.

• Served on the Board within the past five years at the time of filing for candidacy.

• An active and continuous member of the Information Governance community for the past five

years at the time of candidacy.

• Aware of the issues and challenges facing the Association and the Information Governance

community.

• Able to represent the Association and the profession at all levels.

Required Skills and Knowledge:

• Budget, forecasting, long term planning, strategic thinking.

• Developed leadership skills, change management experience, and experience leading a business

organization.

• Awareness and appreciation of international Information Governance issues, including

legislative and privacy requirements.

• Ability to distinguish governance from management.

• Able to speak professionally before members, partners, and the general public on behalf of

ARMA.

Desired Qualifications:

• Executive leadership experience.

• Able to spearhead, recognize, appreciate, and encourage innovation and creativity.

• Demonstrated budgetary and profit and loss management experience.

• Certification as an Information Governance Professional, Certified Records Manager, or similar

designation.

Director

Role:




• Think globally.





• Member in good standing of the Association for at least three consecutive years prior to filing

for candidacy.

• An active and continuous member of the Information Governance community for the past three



profession.


49


• Long term planning and strategic thinking.

• Developed leadership skills, change management experience, and demonstrated experience

managing a business organization.

• Awareness and appreciation of international Information Governance issues, including



• Progressive leadership roles within the Association.

• Prior demonstrated governance experience such as serving on a board or governance

committee, either work-related or volunteer.


• Executive management experience.


designation.

Treasurer

Role:


• Monitor the financial position of the Association.

• Work directly with the Chief Financial Officer who performs the financial operations of

Association.

• Chair the Financial Planning Task Force and their monthly conference calls.

• Advise the Board regarding budget, dues structure, and other financial conditions affecting the

Association.

• Bring perceived irregularities regarding the Association’s legal, financial, and fiduciary duties to

the attention of the president and/or the Board.

• Follow generally accepted accounting rules in the performance of the duties of the office.


• Think globally.






• Member in good standing of the Association for at least five consecutive years prior to filing for

candidacy.

• Served on the Board within the past five years or as a member of the leadership team that

oversees the financial policy of the Association.

• An active and continuous member of the Information Governance community for the past five


50


profession.



• Budgeting, forecasting, long term planning, and strategic thinking.

• Developed leadership skills, change management experience, and demonstrated experience

managing a business organization.

• Awareness and appreciation of Information Governance at an international level, including



• Progressive leadership roles within the Association.

• Prior demonstrated governance experience such as serving on a board or governance

committee, either work-related or volunteer.


• Executive management experience.

• Product development responsibilities.

• Demonstrated budgetary and profit and loss management experience.


designation.

(POL 1-008ExA) Nomination and Election – Officers and Directors (POL 1-008ExB) Nomination and Election – Officers and Directors (POL 1-008ExC) Nomination and Election – Officers and Directors

(POL 1-009) Nomination and Appointment - Outside Directors Effective date: June 15, 2015


Last revised: September 22,2012

Cancelled date:

Reference: Bylaws Article V Section 1, 3

Cross reference:

POLICY

51

Two outside directors are nominated and appointed by the Board of Directors of ARMA International, as

prescribed in the association bylaws. However, the board can modify the composition and number of

outside directors from time to time as deemed necessary.

GUIDING PRINCIPLES

1. The outside directors will not be members of ARMA International.

2. The outside directors will offer an “outside” perspective to board discussions.

3. Outside directors are selected to serve a one year term of office, with the possibility of up to

two additional one year term re-appointments (maximum of three one-year terms).

4. Candidates for outside director who have previously served on the Board of Directors of ARMA

International may be reconsidered for nomination to the board after a one-year vacancy as set

out in the procedures.

5. The nomination and appointment of outside directors will be independent of the nomination

and election of elected officers and directors.

6. Outside directors are extended the same considerations as all elected board members and are

bound by the association bylaws, policies, procedures, code of conduct and expectations.

7. Individuals from all professionals will be considered.

General Candidate Qualifications:

Required Criteria

• Board governance and general business oversight experience in any sector.

• Strategic planning experience

• Ability to engage and influence other professions and professionals across sectors

• Demonstrated ability to aid the Principles initiative and future initiatives with such skills as:

➢ Product/technology development

➢ Sales and Marketing including e-commerce and social media marketing experience.

➢ Global (North American) experience

Desired Criteria

• Understanding of the Information Governance and RIM Profession

• Board level financial experience

• International experience

• Across sector's experience

ARMA International membership for outside directors is extended free of charge during their term of

office. Membership in a chapter is at the outside director’s discretion and sole expense.

52

(POL 1-009Pr) Nomination and Appointment - Outside Directors Effective date: November 1, 2015

Approval date: November 1, 2015

Last revised: July 2013

Cancelled date:

Reference: Bylaw VII Sec.1,

BD 04/2003, 04/2004

Cross reference:

PROCEDURES

An outside director task force is created to manage the process of nominating and selecting the outside

directors. Per Article V, Sec. 1 of the Bylaws, the board can modify the composition and number of

board members from time to time as deemed necessary.

The immediate past president will lead the efforts associated with the process supported by the

corporate secretary as staff liaison. The outside directors currently on the board of directors may not

participate in the selection of new outside directors.

The process is time sensitive and must be conducted in a manner that ensures that outside directors are

nominated and confirmed before the next face-to-face board meeting.

Candidates (current Outside Directors):

Serving outside directors who are eligible and express a desire to continue to serve an additional term

indicate as such with the task force leader in accordance with the timeline.

(a) If the outside directors have not filled the maximum of three one-year terms, the board will

be polled to determine if it would like to extend the appointment for an additional term.

(b) If the board determines that an outside director should continue and the outside director

accepts the extension, there will be no need to seek additional nominations for this position

in the current cycle.

(c) Upon confirmation vote of the board, the sitting outside director will retain the position of

outside director for another one-year term.

If the current outside director(s) are extended for an additional term by vote of the board, the

committee will have completed its work and the current pool of nominees will be retained for future

consideration.

53

Candidates (previously served on the Board as Outside Directors):

Former members of the board of directors may be considered as candidates for outside director based

on the following criteria:

(a) A former director who served on the board for one year may be nominated for a term that

begins two years after the director last served on the board.

(b) A former director who served on the board for two years may be nominated for a term that

begins three years after the director last served on the board.

(c) A former director who served on the board for the maximum three year term may be

nominated for a term that begins four years after the director last served on the board.

(d) Former directors who become outside directors may serve as outside directors for two

additional one-year terms of office, regardless of the number of years previously served on the

board.

Candidates (new):

1. The outside director search and selection process is time-sensitive. The task force is responsible for

creating a timeline that ensures that outside directors are identified and confirmed before the next face-

to-face board meeting.

2. The task force will solicit additional input for candidates and nominations from a variety of sources

including, but not limited to:

• The Board of Directors of ARMA International

• Region and Chapter Leadership

• Fellows of ARMA International

• General Membership of ARMA International

• ARMA Headquarters

Nominations:

1. The task force will define a deadline for individuals to submit nominations for outside director terms

for the following fiscal year.

2. Individuals may nominate themselves

3. Individuals who wish to nominate an outside director will send a nomination letter or e-mail to the

task force for each individual nominated. The letter will include the following:

(a) Name, address, telephone and e-mail address of individual nominated.

(b) Place of employment of individual nominated.

54

(c) Name, address, telephone number and e-mail address of nominator.

(d) A short statement (no more than 200 words) setting forth the reasons the individual

nominated would be an effective outside director.

Information from candidate:

1. Based on the timeline, the task force will review all nominations and send a letter or e-mail notifying

all qualified nominees of their nomination. The communication will include:

(a) A current resume

(b) A question(s) as determined by the task force, asking nominees for an answer of no more

than 300 words

(c) A due date for reply based on the timeline.

2. Individuals will be encouraged to send the form and accompanying information electronically.

3. Candidates who do not meet the above timeline and processes will be withdrawn from further

consideration.

Task force review:

1. The task force will review all candidate materials

2. For candidates who have previously served on the board of directors, the task force will seek input

from the board on the suitability of the candidate. The board’s input will be considered, but not be

treated as a binding vote for that candidate.

3. The task force may choose to interview each qualified candidate.

4. The task force will recommend a finalist(s) to the board for confirmation in advance of the next face-

to-face board meeting. There will be one finalist for each open outside director position.

5. The task force will not notify the candidates of their status until all candidates have been confirmed

by the board.

Board confirmation:

1. The board will conduct a confirmation vote of the recommended candidate(s) in the most expeditious

manner appropriate.

2. The vote will be concluded by a deadline defined in the timeline but must occur at least 60 days

before the next face-to-face board meeting.

55

3. The immediate past president will immediately inform the confirmed appointees via telephone or

email.

4. The immediate past president will then notify those candidates who have not been appointed.

5. Unconfirmed candidates will be asked if they want to remain in the pool of future candidates.

6. Confirmed outside directors will be invited to attend the next face-to-face board meeting as observers

and will take office on July 1 of the new fiscal year.

Unconfirmed nominees:

1. If the board does not confirm the recommended candidate, the task force will immediately conduct a

search for an additional candidate to recommend to the board.

2. That candidate may be considered from among the candidates originally considered by the task force

or the task force may solicit additional candidates and nominations in accordance with the process

shown above.

3. If an additional pool of candidates is required, the task force will meet to determine a timetable for

the process that will enable a confirmed candidate to attend the next face-to-face board meeting, if at

all possible.

Communication:

The task force will use ARMA publications and other means of communication to solicit

input/nominations for outside director, to notify the membership of ongoing efforts to recruit qualified

candidates, and to inform members regarding the final decision of the board of directors.

Outside Director vacancies:

1. In the event that an outside director is unable to complete their term in office, the position will

remain vacant for the remainder of their term.

2. The position will be filled during the subsequent term of office in accord with the normal process for

nominating, recommending and confirming a candidate for outside director.

3. The position of a confirmed candidate who has not yet taken office will not be filled.

Reporting:

The task force will provide an update to the Board on its monthly calls while it is active.

Recordkeeping:

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The corporate secretary will retain all records associated with the outside director search and selection

process.

(POL 1-012) Board Self-Assessment Effective date: May 1, 2010 Approval date: February 19, 2010 Last revised: February 19, 2010 Cancelled date: Reference: BD 09/2005 Cross reference: POLICY The Board of Directors of ARMA International conducts an assessment of its performance annually. GUIDING PRINCIPLES

1. The assessment occurs annually unless otherwise decided by the board.

2. The assessment allows individual board members to provide anonymous feedback regarding how well the board functions, its goals and its achievements during the current year.

3. The assessment is administered by an outside resource, to assure confidentiality and

impartiality.

4. The outside resource compiles the results and presents them to the board for discussion at the annual in-person spring meeting.

(POL 1-024) Membership Dues Effective date: May 1, 2010 Approval date: February 19, 2010 Last revised: February 19, 2002 Cancelled date: Reference: Bylaw I, Sec.4, BD 10/1993, 03/1997, 03/1998, 04/2002 Cross reference: POLICY The Board of Directors of ARMA International sets and approves changes to dues for each class of membership. GUIDING PRINCIPLES

1. The Board of Directors sets the effective date of the dues change.

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2. The Board of Directors notifies members of the Association of a change in the dues by publication of a notice immediately following Board approval of the change.

3. Membership in ARMA International is complimentary to past Presidents of the Association.

(POL1-016) Task Force Structure

(POL1-016Pr) Task Force Structure

(POL1-016ExA) Task Force Structure (POL1-016ExB) Task Force Structure (POL1-016ExC) Task Force Structure Overview: The following document outlines the general volunteer opportunities within ARMA International and the recognition/reward that accompanies them. This list is not to be all encompassing to remain flexible with the associations ever changing needs. Each opportunity should provide that the opportunity itself is the primary recognition/reward for the individual and the items listed are in addition to that experience. The responsible party for carrying out any recognition/reward will be established in the project charter or the responsible staff liaison. Ultimately, the decision to volunteer is a personal one with personal motivations behind it. High profile volunteers may need assistance “selling” the volunteer time to their employers. Be sure to note that – beyond the benefit to the person’s career – this work will be used by others and will be important to the profession. The responsible party noted above should also provide feedback to the Task Force members after the work is completed to reinforce ARMA International’s appreciation for their time and efforts.

Volunteer Opportunity

Description Term Recognition/Reward

Board of Directors Provide organization strategic direction for the association.

3 years (depending on Role)

• Complementary Registration to Annual Conference

• Travel, meals, & hotel reimbursement to conference

• Travel, meals, & hotel reimbursement for in-person meetings outside of conference

• Listing on ARMA International Website

• Complementary access to online leadership academy courses. Taken as a candidate

• Recognized at Opening General Session of Conference

• The contribution of serving on the Board is the reward through the experience that they encounter

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Region Leadership Provide assistance to chapters and serve as a conduit of information between the chapters and ARMA International

2 years with ability for 2 more

• Complementary Registration to Annual Conference

• Travel, meals, & hotel reimbursement to conference for leadership days

• Travel, meals, and hotel reimbursement for Region Leadership Conferences

• Travel, meals, and hotel reimbursement for chapter visit (within budget established)

• Complementary access to online leadership academy courses

• Listing on ARMA International Website

• The contribution of serving on the region leadership is the reward through the experience that they encounter

Chapter Leadership Provide local regularly scheduled educational and networking opportunities for the membership in relation to the mission of ARMA International.

Minimum 1 year

• Complementary access to online leadership academy courses

• Chapter Presidents listing on ARMA International Website

• The contribution of serving on the local board is the reward through the experience that they encounter

Task Force Charter defined to aid as outline for an issue of the association as determined necessary by a committee. Members are solicited through a variety of ways depending on the nature of the charter and the expertise needed. (May include tapping expertise from ARMA database, TF leader and Board contacts, or a call for volunteers.) Allows individuals to volunteer within a defined time frame and a well-defined task to determine if they are able to participate at that time.

Depending on charter

• Dependent on nature of the task force. The charter should be established that the contribution of serving on the task force is the reward through the experience that they encounter

• Other incentives that have been offered (in order to entice the best candidates) may include: .pdf version of a standard or best practice, online course registration, pre-conference session registration

• Promotional items may also be given, based on budget and availability, including logo picture frames, flash drives, mugs, umbrellas, portfolios

• Recognition may be given online or in print, depending on the perceived importance of the task force

Ad Hoc Opportunities Can range from focus groups, surveys, session monitors at conference, etc.

Depending on needs

• Determination based on nature of request

(POL 1-015) Bylaws of ARMA International Effective date: July 18, 2013


Last revised: June 29, 2012

Cancelled date:

Reference: 04/1999, 06/2001, 08/2001, 09/2002, 10/2003, 04/2004, 7/2009, 6/2011, 7/2012, 4/12, 6/12

Cross reference: POL 1-010, POL 1-014

POLICY

As a not for profit entity incorporated under the name “The Association of Records Managers and

Administrators” under the laws of the State of Kansas and tax exempt under the United States Internal

Revenue Code Section 501(c)(6), ARMA International is operated in accordance with its Articles of

Incorporation, Bylaws and other relevant statutory and regulatory requirements.

GUIDING PRINCIPLES

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1. The bylaws establish an operational foundation for fairness and impartiality for all members in

all association activities.

2. The bylaws set forth the fundamental aspects of the corporation’s operations that do not

change frequently and therefore the bylaws should not include items that are subject to being

changed more frequently.

3. The Board of Directors of ARMA International has the power to alter, amend or repeal the

bylaws of the association.

4. A two-thirds vote of the board of directors is required for adoption of any amendment to the

bylaws.

5. The board of directors should have a working knowledge of the bylaws under which it is

responsible for directing the operation of the Association.

6. The board and the chief executive officer (CEO) have a joint responsibility to ensure that the

association adheres to the Bylaws.

(POL 1-015Pr) Bylaws of ARMA International Effective date: April 20, 2012

Approval date: April 20, 2012


Cancelled date:

Reference:

Cross reference: POL 1-010, POL 1-014

PROCEDURES

The Committee overseeing Association governance may create a task force to manage the following

tasks:

1. Unless otherwise required to ensure the Association may undertake activities, the Bylaws of the

Association will be reviewed once every 5 years to determine if revisions are required to comply with

any legal requirements of the Association.

2. If it is anticipated that the Bylaws will be revised, the review may need to include the Articles of

Incorporation to determine whether any of the revisions has an impact on the Articles.

3. As appropriate, review the recommended revisions to the Bylaws with the Association’s legal counsel

prior to presenting them to the Board.

4. Recommended revisions to the Bylaws should be submitted as an agenda item for the next in-person

regular Board meeting at which they first will be presented for Board consideration. (See POL 1-010 for

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procedures on submitting agenda items to the Board.)

5. A two-thirds vote of the Board of Directors during a meeting is required for adoption of any proposed

amendment to the Bylaws.

6. The approved Bylaws will be posted on the Association web site.

The Bylaws of ARMA International are attached as Exhibit A.

(POL 1-015ExA) Bylaws of ARMA International

BYLAWS OF THE ASSOCIATION OF RECORDS MANAGERS AND ADMINISTRATORS, INCORPORATED

The Association of Records Managers and Administrators, Incorporated (also known as ARMA

International) is a Kansas non-stock corporation.

ARTICLE I.

Members

Sec. 1. Classes. The Association shall have four classes of members:

A. Professional. A duly qualified individual in good standing with the Association entitled

i. to full voting and other rights and benefits of the Association.

B. Honorary. An individual who has been granted life membership by the Association’s Board of

Directors and as defined by the Association’s policies and procedures. Honorary members are

entitled to full voting and other rights and benefits of the Association.

C. 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.

D. Industry. An organization related to and/or in support of records and information

management. Individual memberships for employees are not included in the Industry

Membership. Industry Membership does not include the privilege of voting in elections or

holding office.

Sec. 2. Requirements. The requirements for each of the various classes of membership, and the

processes for application, in addition to those contained in these Bylaws, shall be established and

published by the Board of Directors. Membership in the Association or in any of its chapters, shall not

be denied nor abridged on account of race, color, religion, sex, age, national origin, disability, sexual

orientation or choice of life style.

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Sec. 3. Qualifications. Any individual holding or occupying a position as manager, supervisor, educator,

student or 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 the Association, subject to the provision of Section 5 of this ARTICLE.

Sec. 4. Good Standing. A member in good standing is one whose current dues are paid and who

complies with the policies and procedures of the Association.

Sec. 5. Censure, Suspension or Expulsion. Any member may be censured or suspended by a majority

vote of the Board of Directors for good cause if according to its findings, the member has violated any

policy or procedure of the Association, engaged in conduct adverse to the best interests of the

Association, or failed to pay dues. Except for disciplinary action as a result of failure to pay dues (in

which case notice of any such disciplinary action shall be sent to the party concerned even though no

hearing will be conducted), when such disciplinary action is contemplated, the Board of Directors shall

provide written notification to the party concerned. The party will be afforded an opportunity for a

hearing before the task force appointed by the Board of Directors for this purpose. Should revocation

result, any dues paid to a date beyond such revocation will not be refundable.

ARTICLE II.

Membership Meetings

Sec. 1. Generally. The annual Membership Meeting will be held at a time and place determined by the

Board of Directors determined by a two thirds (2/3) vote.

Sec. 2. Notice and Conduct of Meetings. Notice of any meeting of the members shall be provided, and

any such meeting shall be conducted, in the manner determined by the Board of Directors, subject to

the policies and procedures of the Association and the requirements of the Kansas General Corporation

Code.

ARTICLE III.

Chapters and Regions

Sec. 1. Defined. Groups of individual members may be formed into Chapters for purposes of

communication and collective action. They may be chartered into geographical regions, the boundaries

of which shall be determined by equitable distribution of the membership population and of the

number of chapters, insofar as is practicable. The Board of Directors may redefine the Region

boundaries.

Sec. 2. Application. Application for Chapter Charter shall be pursuant to the process adopted by the

Association headquarters, subject to review and approval by the Board of Directors.

Sec. 3. Chapter Dues. Chapter membership dues shall be set at the discretion of the Chapter. The

Chapter dues structure must provide for payment of Association dues to the Association.

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Sec. 4. Revocation. In accordance with the policies and procedures of the Association, any Chapter

Charter may be revoked by the Board of Directors. When such action is contemplated, the Board of

Directors shall provide written notification to the Chapter concerned, and afford an opportunity for a

hearing before the task force appointed by the Board of Directors for this purpose.

ARTICLE IV.

Finances

Sec. 1. Dues. The Association dues for each member shall be set, from time to time, by the Board of

Directors.

Sec. 2. Non-Renewal and Reinstatement.

A. Members whose dues have not reached the Association’s headquarters within two calendar

months following the expiration date of membership shall be considered non-renewed.

B. A non-renewed member or former member may apply for membership upon full payment of

any delinquent Association dues, and where applicable, Chapter dues.

ARTICLE V.

Board of Directors

Sec. 1. Management and Composition. The business and affairs of the Association shall be managed by

or under the direction of a Board of Directors. The Board of Directors shall be composed of eight - ten

representatives and shall include the President, President Elect, Immediate Past President, Treasurer,

and four - six directors who are either regular members of the Association (“Inside Directors”), or who

are not members of the Association (“Outside Directors”). The Board can modify the composition and

number of Board members from time to time as deemed necessary.

Sec. 2. Term. The President, President Elect, Immediate Past President and Treasurer shall be directors

for the duration of their respective offices. Each of the Inside Directors shall be elected for a term of

three years. Each of the Outside Directors shall be elected for a term of one year, and may serve up to

three successive terms per the policies and procedures of the Association. All directors shall continue to

hold office until their respective successors are duly elected and qualified, or in the case of vacancy, as

prescribed in these Bylaws.

Sec. 3. Vacancy. A vacancy in a directorship except that of an Outside Director shall be filled by

appointment by the President, with approval of the Board of Directors, for the balance of the respective

unexpired term. A vacancy in the position of an Outside Director shall not be filled, but rather a new

Outside Director shall be appointed by the Board members at the beginning of the next appointment

cycle. If at any time, by reason of death, resignation, or other cause, the Association should have no

directors in office, then any officer or any member may call a special meeting of the members in

accordance with the provisions of these Bylaws, or may apply to the District Court for a decree

summarily ordering election as provided for by the Kansas General Corporation Code.

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Sec. 4. Removal from Office. Any director may be removed from office with cause by a two-thirds (2/3)

vote of the members of the Board of Directors, who are qualified to vote, at any regular or special

meeting.

Sec. 5. Meetings.

A. Place and Time of Meetings. All regular and special meetings of the Board of Directors shall be

at such place within or without the State of Kansas as may be designated by the Board of

Directors. Special meetings of the Board of Directors may be held at any time upon call of the

President or by two-thirds (2/3) of the Board of Directors or by twenty percent of the total

number of regular members in good standing.

B. Notice. Regular meetings of the Board of Directors may be held without notice. Notice of

special meetings shall be given by written notice sent via mail or electronically at least five (5)

days before the date of such meeting. If mailed, such notice shall be deemed to be delivered

when deposited in the United States mail, with postage thereon, addressed to the director at his

or her residence or usual place of business. The person who has called a special meeting shall

direct the means by which the notice shall be given and by whom the notice shall be

disseminated. The notice shall contain, at a minimum, the date, time and place of the meeting

and shall briefly state the purpose of the meeting. Notice of the date, time and place of holding

an adjourned meeting need not be given to absent directors if the date, time and place are fixed

at the meeting adjourned.

C. Waiver of Notice. Whenever a director shall be entitled to notice under any provision of these

Bylaws, a written waiver thereof, signed by the director entitled to notice, whether before or

after the time stated therein, shall be deemed equivalent to notice. Attendance of a director at

any meeting shall constitute a waiver of notice of such meeting, except when a director attends

a meeting for the express purpose of objecting, at the beginning of the meeting, 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 regular or special meeting of the directors

or members of a committee of directors need be specified in any written waiver of notice.

D. Quorum. A majority of the total number of directors shall constitute a quorum for the

transaction of business. The vote of the majority of the directors present at a meeting at which

a quorum is present shall be the act of the Board of Directors. All votes required of directors

hereunder shall be by a show of hands, unless a written ballot or roll call is requested, which

request may be made by any one director.

E. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of

Directors, or of any committee thereof, may be taken without a meeting if all members of the

Board of Directors or committee, as the case may be, consent thereto in writing, and the writing

or writings are filed with the minutes of proceedings of the Board of Directors or committee.

F. Meeting by Conference Call. Members of the Board of Directors or of any committee

designated by the Board of Directors may participate in a meeting of the Board of Directors or

committee by means of conference telephone or similar communications equipment by means

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of which all persons participating in the meeting can hear each other, and participation in a

meeting in this manner shall constitute presence in person at the meeting.

G. Adjournment. A majority of the directors present may adjourn any Board of Directors meeting

to meet again at a stated day and hour or until the time fixed for the next regular meeting of the

Board of Directors.

ARTICLE VI.

Committees

The Board of Directors may designate, by resolution passed by a majority of the whole Board of

Directors, one or more committees, each committee to consist of one or more of the directors of the

Association. The Board of Directors may designate one or more directors as alternate members of any

committee, who may replace any absent or disqualified member at any meeting of the committee. If

the Board of Directors does not designate an alternate member or members, then in the absence or

disqualification of a member of a committee, the member or members thereof present at any meeting

and not disqualified from voting, whether or not such member or members constitute a quorum, may

unanimously appoint another member of the Board of Directors to act at the meeting in the place of any

such absent or disqualified member. Any such committee, to the extent provided in the resolution of

the Board of Directors, shall have and may exercise all the powers and authority of the Board of

Directors in the management of the business and affairs of the Association, and may authorize the seal

of the Association to be affixed to all papers which may require it; but no such committee shall have the

power or authority in reference to amending the Articles of Incorporation or these Bylaws, adopting an

agreement of merger or consolidation, recommending to the members the sale, lease or exchange of all

or substantially all of the Association’s property and assets, recommending to the members a

dissolution of the Association or a revocation of a dissolution, or accepting new members of the

Association.

ARTICLE VII.

Officers

Sec. 1. Officers. The elected officers of the Association shall be a President, President Elect, Treasurer,

and Immediate Past President. The appointed officers of the Association shall be a Chief Executive

Officer (CEO) and a Corporate Secretary.

Sec. 2. Term of Office. Elected officers shall assume duties in accordance with the Association Calendar

of Events approved by the Board of Directors. The President Elect shall be elected for a period of one

year or until succeeded and will automatically succeed to the office of President. The President shall

serve for a period of one year or until succeeded, and will thereafter automatically succeed to the office

of Immediate Past President. The Immediate Past President shall serve for a period of one year or until

succeeded. The Treasurer shall be elected to take office in even-numbered years for a term of two years

and may be re-elected for a second term, but shall not serve more than two-consecutive full terms (i.e.,

the Treasurer may serve two full terms following the expiration of a partial term). No other elected

officer shall serve more than one term in the same office, with the exception of the Immediate Past

President who shall continue until succeeded by the ascendancy of the President.

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Sec. 3. Vacancy in Office.

A. In case of a vacancy in the office of the Immediate Past President, the President shall assume

such duties in addition to those of President.

B. In case of a vacancy in the office of the President, the President Elect shall assume the office for

the remainder of the term and the full term of ascendancy thereafter.

C. In case of a vacancy in the office of President Elect, a President Elect shall be elected through

the standard ballot procedure at a special election.

D. A vacancy in any other office shall be filled by appointment by the President, with approval of

the Board of Directors, for the balance of the respective unexpired term.

Sec. 4. Removal from Office. Any officer may be removed from office with cause by a two-thirds (2/3)

vote of the members of the Board of Directors who are qualified to vote, at any regular or special

meeting.

Sec. 5. Duties of Officers. The officers shall perform their duties as outlined in these Bylaws and the

policies and procedures of the Association.

A. President. The President shall, subject to the control of the Board of Directors, have general

supervision, direction and direct control of the business of the officers of the Association. The

President shall preside at all meetings of the members and in the absence of the Immediate Past

President, at all meetings of the Board of Directors. The President shall have the general powers

of management of the office of President of a corporation. The CEO will report directly to the

President who represents the interests of the elected Board as a whole. The President shall

serve as a member of all committees.

B. President Elect. In the absence or inability of the President to serve, the President Elect shall

perform the duties of the President. The President Elect shall have such other powers and

perform such other duties as from time to time may be prescribed by the Board of Directors.

C. Treasurer. The Treasurer shall be responsible for advising the Board of Directors regarding the

budget, dues structure, and other financial matters affecting the membership; be responsible

for monitoring and causing appropriate audits of the receipt, deposit and disbursement of

Association funds, including general funds and all special funds that are, or may be, established;

have general powers and duties of office commensurate with the office of Treasurer; and

perform such other duties as may be assigned by the President. The Treasurer shall have such

other powers and perform such other duties as may be prescribed by the Board of Directors or

these Bylaws.

D. Immediate Past President. The Immediate Past President shall serve as the Chair of the Board

and preside at all Board meetings and perform such other duties as may be assigned by the

Board of Directors.

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E. CEO. The CEO is the Chief Executive Officer of the Association and shall perform duties as

described in his/her employment agreement, if applicable, and such duties as designated by the

Board of Directors. The CEO shall be an ex officio member of the Board of Directors without

voting rights.

F. Secretary. The Corporate Secretary for the Association will serve as Secretary for the Board of

Directors. The Secretary shall keep a record of all meetings of the Board of Directors and of the

general membership, and direct the processing of correspondence as directed by the Board of

Directors. The Corporate Secretary of the Association shall be an ex officio member of the

Board of Directors without voting rights.

ARTICLE VIII.

Elections

Elected officers and directors shall be elected by the members by electronic ballot in accordance with

procedure as outlined in the appropriate policies and procedures of the Association. If there is only one

qualified candidate for any officer or director position, no ballot will be prepared and the candidate will

be considered elected by acclamation and the general membership will be advised. Appointed officers

shall be appointed by the Board of Directors and serve at the pleasure of the Board of Directors.

ARTICLE IX.

Parliamentary Authority

All meetings of the Association including chapter, region and Board proceedings shall be governed by

the current edition of Robert’s Rules of Order in all cases not provided for in these Bylaws, Board of

Directors Rules of Procedure, and the policies and procedures of the Association.

ARTICLE X.

Indemnification of Directors and Officers

The Association shall indemnify to the fullest extent permitted by the laws of the State of Kansas each

individual made a party to a proceeding because such individual is or was a director or officer of the

Association, against any and all claims and liabilities to which he or she has or shall become subject by

reason of serving or having served as a director of officer, or by reason of any action alleged to have

been taken, omitted or neglected by him or her as a director or officer of the Association; and the

Association shall reimburse each such person for all legal expenses reasonably incurred by him or her in

connection with such claim or liability, provided (1) the individual conducted himself or herself in good

faith, and (2) he or she reasonably believed: (A) in the case of conduct in his or her official capacity with

the Association, that his conduct was in its best interests; and (B) in all other cases, that his or her

conduct was at least not opposed to its best interests; and (C) in the case of any criminal proceeding, he

or she had no reasonable cause to believe his or her conduct was unlawful; provided, further, that no

such person shall be indemnified against, or be reimbursed for any expense incurred in connection with

any claim or liability (i) arising out of a proceeding by or in the right of the Association in which the

individual was adjudged liable to the Association, or (ii) in connection with any other proceeding

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charging improper personal benefit to such individual in which he was adjudged liable on the basis that

he or she received an improper personal benefit. The amount paid to any director or officer by way of

indemnification shall not exceed his or her actual, reasonable and necessary expenses incurred in

connection with the matter involved. The right of indemnification herein above provided shall not be

exclusive of any rights to which any director or officer may be entitled under applicable law or insurance

policy for any such expense or loss.

ARTICLE XI.

Amendment

The Board of Directors by a majority vote shall have the power to make, and from time to time alter,

amend, or repeal the Bylaws of the Association; provided, however, that (1) the members shall have the

paramount power to alter, amend and repeal the Bylaws or adopt new Bylaws, exercisable by a majority

vote of the members present in person or by proxy at any annual or special meeting of members, and

(2) if and to the extent the members exercise such power, the Board of Directors shall not thereafter

suspend, alter, amend or repeal the Bylaws, or portions thereof, adopted by the members, unless, in

adopting such Bylaws, or portions thereof, the members otherwise provide.

ARTICLE XII.

Waiver of Notice

Whenever any notice is required to be given under the provisions of the Kansas General Corporation

Code, under the provisions of the Articles of Incorporation or the Bylaws of the Association, a waiver

thereof in writing, signed by the person or persons entitled to such notices, whether before or after the

time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII.

Dissolution

Upon dissolution of the Association, the governing body shall, after paying or making provision for the

payment of all the liabilities of the Association, dispose of all the assets of the Association to one or

more exempt organizations of the kind described in Section 170(b)(1)(A) of the Internal Revenue Code of

1986, as amended, and the regulations promulgated hereunder, as both now exist or may hereafter be

amended, as the governing body shall determine. Any such assets not so disposed of shall be disposed

of by the District Court of the county in which the principal office of the Association is then located.

(POL 3-006) Association Calendar Effective date: May 1, 2010 Approval date: February 19, 2010 Last revised: February 19, 2010 Cancelled date: Reference: Bylaw VII, Sec.7 BD 04/1988, 03/1996, 03/1998 Cross reference:

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POLICY The Board of Directors of ARMA International is responsible for planning the Association’s calendar of events. GUIDING PRINCIPLES The Association calendar of events is planned according to the fiscal year of the Association, i.e., July 1 through June 30.

(POL 3-006Pr) Association Calendar Effective Date: 6/20/2013 Approval Date: 6/20/2013 Last Revised: 3/30/2016 Cancelled: Reference: Bylaws VII, Sec. 2 PROCEDURES The following calendar of reoccurring annual activities is not meant to be all inclusive but merely lists some key events:

➢ July 1 - Beginning of the Association fiscal year; new officers and directors take office ➢ September/October - Election Management Task Force is formed, candidate qualifications are

determined, and call for candidates goes out ➢ September/October - Annual Conference and Expo and Board meets ➢ January - Board of Directors election begins ➢ March - Election results announced ➢ Spring- Board meets and budget for next fiscal year approved ➢ June 30 - end of fiscal year

(POL 2-002) Region Boundaries and Chapter Alignment Effective date: June 29, 2012 Approval date: June 29, 2010 Last revised: May 1,2010 Cancelled date: Reference: Bylaw II, Sec. 1 & 2 BD 03/1998 Cross reference: POLICY

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The Board of Directors of ARMA International defines the geographic boundaries of regions for the purpose of communication and collective action by members of the Association within the defined regions. GUIDING PRINCIPLES

1. Groups of ARMA members within regions may charter chapters for purposes of communication and collective action.

2. A chapter may align itself with a region other than the one in which it is geographically located if

it is feasible to do so for economic and geographic reasons.

3. The Chief Executive Officer (CEO) approves chapter charters on behalf of the Board of Directors of ARMA International.

(POL 2-002Pr) Region Boundaries and Chapter Alignment Effective date: February 20, 2014 Approval date: February 20, 2014 Last revised: May 1, 2010 Cancelled date: PROCEDURES ARMA International establishes regions for purposes of providing member services, including education and training (see Exhibit A). Chapter alignment: Notwithstanding regional boundaries, a chapter may align itself with a region other than the one in which it is geographically located. This may be done where economically and geographically feasible to improve the servicing of the chapter. For a chapter to align itself with a different region:

(a) the board of directors of the chapter seeking such alignment communicates its desire for alignment with a different region to Member Services at ARMA headquarters.

(b) the Member Services staff investigates the feasibility of the change in chapter alignment by communicating with leaders of the chapter(s) involved and the Region Director's of current and proposed region.

(c) Member Services approves or disapproves the request based on the information obtained in the

course of the investigation. If approved, the chapter becomes part of the region with which it aligned itself for purposes of reporting, funding, contributing to the region fund, and the like. This alignment remains in effect until the chapter or Region Director requests otherwise.

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(POL 2-002ExA) Region Boundaries and Chapter Alignment Division by Regions Mid-Atlantic Region Southwest Region Delaware Arkansas Maryland Louisiana North Carolina New Mexico Pennsylvania Oklahoma South Carolina Texas Virginia Washington, D.C. Pacific Region West Virginia Arizona California Great Lakes Region Hawaii Illinois Nevada Indiana Utah Kentucky Michigan Northeast Region Ohio Connecticut Wisconsin Maine Massachusetts Midwest Rocky Mountain Region New Hampshire Colorado New Jersey Iowa New York Kansas Rhode Island Minnesota Vermont Missouri Montana Great Northwest Region Nebraska Alaska North Dakota Idaho South Dakota Oregon Wyoming Washington Southeast Region Canada Alabama All Provinces and Territories Florida Georgia Europe Mississippi All countries in the European Union Puerto Rico International All other countries outside of North America and European Union

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(POL 2-003) Revocation of Chapter Charter Effective date: July 1, 2009 Approval date: May 3, 2009 Last revised: May 3, 2009 Cancelled date: Reference: Bylaw II, Sec.4 Cross reference: POLICY The Board of Directors of ARMA International may revoke any chapter charter if it finds that a chapter has violated any provision or obligation of the Articles of Incorporation or the Bylaws of ARMA International. GUIDING PRINCIPLES

1. The revocation of a chapter’s charter is a serious action and will only be taken after thorough, complete and impartial investigation by the Board of Directors.

2. Upon revocation of a chapter’s charter, dues paid beyond the revocation date are non-

refundable.

3. Monies remaining in the chapter’s bank accounts will be remitted to ARMA International and then remanded to the chapter’s appropriate Region.

(POL 2-003Pr) Revocation of Chapter Charter (POL 3-020) Travel Expense Effective date: June 20, 2013



Cancelled date:

Reference: BD 10/1980, 10/1982, 09/1983, 04/1986, 10/1986, 04/1987,

09/1989, 07.1990, 07/1991, 07/1992, 03/1996

Cross reference:

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POLICY

All expenses of ARMA International Board of Directors, task force members, region/chapter leadership

and staff traveling on behalf of the Association on official business will be reimbursed, provided the

travel has been pre-approved and the expenses are incurred according to the Association’s policies and

procedures.

GUIDING PRINCIPLES

1. Approved travelers should expend ARMA funds responsibly and with regard for the perception

of members. Travelers should use good judgment and discretion when deciding to incur

expenses.

2. Travel is a controllable expense and therefore should be kept as low as possible.

3. Travelers should consider safety and security in their travel decisions.

4. Travelers should follow the requirements of civil authorities in the jurisdictions where travel

takes place, and be aware of and respectful of diverse cultures and customs.

5. Falsification of travel expense forms or gross abuse of this policy by Association volunteer

leaders may result in disciplinary action in accordance with the Association By Laws. Restitution

of all losses to ARMA will be required.

6. Falsification of travel expense forms or gross abuse of this policy by ARMA Headquarters staff

may result in discipline, up to and including termination of employment. Restitution of all losses

to ARMA will be required.

7. ARMA International reserves the right to pursue civil or criminal law penalties when deemed

necessary.

(POL1-006) Chief Executive Officer Effective Date: June 20, 2013 Approval Date: June 20, 2013 Last Revised: June 29, 2012 Cancelled Date: Reference: Bylaw IV, Sec. 5(E) BD 10/1983, 04/2003 Cross Reference: POL 1-002 Pr POLICY The duties of the Chief Executive Officer (CEO) of ARMA International are prescribed in the association bylaws, various association policies and procedures and the current CEO employment agreement and job description.

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GUIDING PRINCIPLES The CEO:

1. Is the chief executive officer of the Association.

2. Is a non-voting, ex-officio member of the Board of Directors.

3. May be a leader of or member of task forces as defined in various association procedures, or as created by the association in the ordinary course of business.

4. Reports to the President of the Association.

5. Insures that the conduct of Association activities is in accordance with all applicable laws

and regulations as well as the Association Bylaws.

6. Along with the President implements the Association’s strategic plan and directs operations in support of the plan.

(POL1-006Pr) Chief Executive Officer Effective Date: June 20, 2013

Approval Date: June 20, 2013

Last Revised: June 29, 2012

Cancelled Date:

Reference: Bylaw IV, Sec. 5(E)

BD 10/1983, 04/2003

Cross Reference: POL 1-007, POL 1-018 Pr

PROCEDURES

The CEO of ARMA International is responsible for the following additional tasks:

1. Is a member of the Strategic Planning and Financial Planning Task Forces, as defined in the

procedures cross-referenced above.

2. Submits monthly activity reports to the board of directors.

3. Transfers association funds between financial institutions.

4. Signs contractual agreements to support the conduct of association business as approved by the

board of directors.

5. Makes monetary disbursements in support of financial obligations of the association.

6. Signs tax filings and other routine reports and transactions requiring the signature of a

corporate officer of the association.

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7. Supervises the headquarters staff.

(POL 1-019) Chief Executive Officer Compensation Effective date: June 29, 2012 Approval date: June 29, 2012 Last revised: July 1, 2009 Cancelled date: Reference: Bylaw VII, Sec.5 Cross reference: POL 1-006, Consumer Price Index, POLICY The Board of Directors will evaluate the performance of the Association Chief Executive Officer (CEO) and make appropriate adjustments in compensation, updates as needed to the CEO’s employment contract and job description, and establish performance goals and objectives. GUIDING PRINCIPLES

1. The performance of the CEO will be evaluated on an annual basis against the goals and objectives established at the previous year’s evaluation.

2. Adjustments to compensation, if any, will be determined.

3. The Board will discuss the CEO’s performance at executive session.

4. The employment contract will be reviewed and updated as necessary beginning six months prior

to the termination date of the existing contract.

5. The job description will be reviewed annually and updated, as necessary.

6. An independent legal counsel specializing in human resources and benefits administration will be retained to provide advice on legal matters relating to the employment contract and job description.

7. An external consulting organization specializing in human resources and benefits administration

will be retained to assist with the annual performance evaluation process, and to conduct research and provide guidance regarding changes to compensation.

(POL 1-019Pr) Chief Executive Officer Compensation Effective date: June 20, 2013



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Cancelled date:

Reference: Bylaw VII, Sec.5(2)

Cross reference: POL 1-006, Consumer Price Index

PROCEDURES

The task force overseeing the Chief Executive Officer (CEO) compensation may conduct an annual

evaluation of the CEO's performance, and make recommendations for appropriate adjustments in

compensation. The task force will also make updates as needed to the CEO's employment contract and

job description.

Composition of task force

➢ President (task force leader)

➢ Treasurer

➢ President Elect

➢ 1 elected Board member

1. The President has full voting rights within the task force. The President may delegate tasks and

coordinating functions to another task force member in the event the President is not able to do

so, to ensure that the tasks are performed in a timely manner.

2. An independent legal counsel specializing in human resources and benefits administration will

be retained to hold the CEO's official personnel records, and to provide the Board and the task

force with advice on legal matters relating to the employment contract and job description.

3. An external consulting organization specializing in human resources and benefits administration

will be retained to assist with the annual performance evaluation process, to conduct research

and provide guidance regarding changes to compensation, and to conduct the 360 Degree

review process.

Timeline

As the processes associated with the task are time sensitive, the task force is responsible for creating an

annual timeline that defines due dates for each step in the process and for ensuring that each step is

completed in a timely manner.

Effective date of employment contract

The effective date of the CEO's employment contract is the first day of the Association fiscal year. The

term of employment will be defined within the contract; however, the end of the contract term will be

the last day of the Association fiscal year.

360 Degree review

If Association resources permit, this review will be completed approximately 6 months before

the CEO's annual performance assessment. The review should include, at a minimum, the entire Board

of Directors and direct staff reports. The 360 Degree review is for the CEO's benefit, to provide a

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benchmark for further improvement, and does not impact the annual performance evaluation. The task

force will work with its human resources consultant to conduct the 360 Degree Review. The task force

timeline for the year must account for the following steps:

1. The task force and the human resources consultant will review the 360 Degree Review

questionnaire.

2. The CEO will submit the names of staff who will participate in the 360 Degree Review.

3. The 360 Degree Review will be sent to designated staff and the entire Board of Directors.

4. Participants in the 360 Degree Review will complete the questionnaire.

5. The Human Resources consultant will prepare a 360 Degree Review Summary for the CEO and

the task force.

6. The task force will submit the summary to the Board.

7. Based on the results of the 360 Degree Review, the CEO will identify and define performance

objectives for the coming year and will submit these to the task force for discussion during the

annual performance evaluation meeting.

Annual evaluation

1. The annual evaluation of the CEO's performance against the goals and objectives established at

the previous year’s evaluation will be conducted. The evaluation will be scheduled accordingly

so that results of the review can be discussed by the Board. Any changes to compensation or to

the CEO contract will occur after the Board’s discussion of the performance evaluation. The task

force timeline for the year must account for the following steps:

2. The task force and the human resources consultant will review the performance evaluation

survey questionnaire.

3. The human resources consultant will format the questionnaire for delivery to the Board.

4. The Board will receive the questionnaire and complete it.

5. The human resources consultant will review and analyze the results.

6. Based on the results of the evaluation, the task force will establish goals and objectives the CEO

will be charged with to accomplish the following year. This process will be completed in full

consultation with the CEO.

7. The task force and the human resources consultant will present a summary of the results to the

Board during an executive session at the annual Spring Board Meeting.

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8. The Board will discuss the CEO's performance at executive session at the Fall Board meeting,

and determine by simple majority vote if the task force is to enter into negotiations with

the CEO for an additional contract term.

Contract renewal and compensation

If the vote is affirmative, the Board shall agree upon the following parameters for the task force to

negotiate:

1. Term of contract: The Board shall specify the term of the contract, or range of years that the

task force may use in negotiations.

2. Annual increase: The task force shall have the freedom to negotiate an annual increase within

parameters established by the Board using the tools such as the Consumer Price Index or the

American Research Company National Compensation Study, Association Chief Executives.

3. Incentive payments/bonuses: The task force shall recommend to the Board any incentive

payments or bonuses being considered for the contract term under review. The Board shall

agree to or modify the recommendation as appropriate prior to any communication with the

CEO.

4. Other terms and conditions: By affirmative vote of 2/3 of the Board, the Board shall set any

additional parameters upon the task force as deemed necessary.

Delivery of performance evaluation

Before the end of the fiscal year, the President will meet with the CEO to:

1. Deliver the results of the performance evaluation and discuss the CEO's goals for the following

year.

2. Discuss changes, if any, to the CEO's contract.

3. Deliver changes to compensation.

Termination of employment contract

If the Board votes to terminate the contract of the CEO, the Board will empower the task force to take

the following action:

1. Provide immediate written and verbal notice to the CEO of the Board’s decision.

2. Oversee the transition of the CEO's employment in accord with the employment contract.

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3. Recommend to the Board an interim CEO, who shall assume the responsibilities of the

outgoing CEO as soon as practicable.

4. Request the parent committee to create a task force, which will:

(a) develop search criteria, subject to Board approval

(b) contract with an executive search firm, subject to Board approval

(c) interview candidates screened and recommended by the search firm

(d) select second and first choice candidates

(e) recommend final candidate to the Board for discussion

(f) extend offer to candidate based on Board vote.

Reporting

1. The task force will report to the parent committee on a monthly basis while the task force is

active.

2. The task force will create a report summarizing its activities at the end of the CEO compensation

process, which will be provided to the successor task force the following year.

The task force will not:

1. Enter into any agreement or contract that provides for an automatic renewal of the

employment contract.

2. Enter into any agreement or contract that provides for retroactive terms or conditions prior to

the expiration of the current contract.

3. Act contrary to legal advice.

(POL 3-003) Code of Professional Responsibility Effective date: May 1, 2010 Approval date: February 19, 2010 Last revised: February 19, 2010 Cancelled date: Reference: BD 03/1992, 03/1995, 03/2006 Cross reference: POL 1-013, POL 3-004, POL 3-005 POLICY ARMA International will communicate its professional values to all practitioners, stakeholders, and the public through a Code of Professional Responsibility. GUIDING PRINCIPLES

1. The Code is not regulatory in intent and has no sanctions of its own.

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2. The Code is a guide to reflection, decision making, and action in two broad areas of ethical

concern: society and the profession (see Pol 3-003 Ex A).

3. Principles of the Code may be considered in conjunction with infractions under ARMA International’s procedural guidelines for disciplinary action (see POL 3-005).

(POL 3-003ExA) Code of Professional Responsibility

Code of Professional Responsibility

Preamble Records and information management (RIM) is that field within the information profession

responsible for efficient and systematic control of the creation, receipt, maintenance, use, and

disposition of records, including processes for capturing and maintaining evidence and information

about business activities and transactions in the form of records (ISO 15489-1: Records Management).

ARMA International is a not-for-profit organization representing the RIM profession. Its primary purpose

is the advancement of the profession and professional through advocacy, education and professional

development.

Purposes of the Code

The Code communicates our professional values to new practitioners, stakeholders, and the public. The

Code is a guide to reflection, decision making, and action in two broad areas of ethical concern: society

and the profession.

I: The Social Principles

Because of their responsibilities to society, records and information managers:

• Support the creation, maintenance, and use of authentic, reliable, usable information and

support the development and use of information systems that place a high priority on accuracy

and integrity, which requires that records be complete and unaltered (ISO 15489-1 Records

Management).

• Affirm the legal, ethical, and moral use of information.

• Affirm that the collection, maintenance, distribution, and use of information about individuals is

a privilege in trust: the right to privacy of all individuals must be both promoted and upheld.

• Support the free flow of publicly available information as a necessary condition for an informed

and educated society.

II: The Professional Principles

Because of their responsibilities to their employers or clients as well as to their profession, records and

information managers:

• Strive to serve the client or employer at the highest level of their professional competence.

• Recognize illegal or unethical RIM-related actions and inform the client or employer of possible

adverse consequences.

• Avoid conflict of interest or improper gain at the expense of clients, employers, or co-workers.

• Maintain the confidentiality of privileged information.

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• Recognize the need for careful action to assure appropriate access to information without

violation of the intellectual property rights of the owners of that information.

• Pursue an appropriate program of ongoing education for the professional practice, which may

include certification.

• Accurately represent their education, competencies, certifications, and experience to superiors,

clients, co-workers and colleagues in the profession.

• Enrich the profession by endorsing the sharing of knowledge, experience, and research;

encourage public discussion of the profession's values, services, and competencies.

• Are actively committed to recruiting individuals to the profession on the basis of competence

and educational qualifications without discrimination.

• Embrace and practice an attitude of cooperation and mutual respect for the contributions of

other RIM professionals and attempt to create an atmosphere in the best interests of clients or

employers.

(POL 3-019) Conference Program Planning Effective date: July 1, 2013 Approval date: July 1, 2013 Last revised: May 3, 2009 Cancelled date: Reference: BD 04/1981, 10/1984, 09/1989, 10/1990, 03/1991, 03/1992, 10/1992, 03/1993, 03/1997, 10/1998 Cross reference: Annual Conference and Exhibition Planning Manual POLICY ARMA International will plan, develop and implement an educational program for each year’s annual conference that is effective, attractive to members and attendees, and which supports the educational goals of the Association. GUIDING PRINCIPLES

1. The Annual Conference of ARMA International is the Association’s premier event for Information Governance and RIM education.

2. The strategic plan of ARMA International will be taken into consideration in the determination

of the focus of conference education each year.

3. The ARMA Core Competencies will be used to guide the selection of conference education.

4. Qualified speakers and session leaders will be selected based on their ability to contribute to the theme, their expertise and background in the topic and the profession, and their audience facilitation skills.

(POL 3-019Pr) Conference Program Planning

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Effective date: April 16, 2015 Approval date: April 16, 2015 Last revised: May3, 2009 Cancelled date: PROCEDURES The Content Editorial Board (CEB) that helps govern education is responsible for providing input into the educational program at the Annual Conference for ARMA International. The CEB may create a review group to help plan the conference program. The designee(s) from the Education Department, will serve as staff liaison to the review group. Composition of review group

➢ Content Editorial Board representative (two CEB members) ➢ Review group leader (appointed by appropriate HQ Staff) ➢ Education Department or designee (staff liaison) ➢ Member volunteers (representing various ARMA regions, multiple industries, and who have a

variety of experience, opinions, and points of view to support the selection of diverse educational topics and speakers)

➢ Board of Directors president during conference year (optional)

Timeline The tasks associated with Conference programming are time-sensitive. The CEB and the review group will work according to the schedule. Focus of conference content

1. The focus of conference education each year shall be determined by the CEB and the task of program planning delegated to the review group.

2. The CEB will consider the Association strategic plan when determining the focus of content. Program planning

1. The review group will perform the following tasks: (a) Use the ARMA Core Competencies and conference theme to guide the selection of

conference education (b) Ensure that the conference education program consists of a sufficient number and

variety of sessions to meet the anticipated current and strategic educational needs of various levels of records and information management professionals.

(c) Select qualified speakers and session facilitators based on:

i. their ability to contribute to the theme; ii. their expertise and background in the topic and the profession;

iii. their audience facilitation skills.

(d) Review session evaluations from previous conferences to determine trends, needs, and quality of education presented.

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(POL 3-019ExA) Conference Program Planning

Conference Sessions and Seminars Selection Process Overview 13-Month Process

Month Action Defined

October Determine Content Theme The Content Editorial Board (CEB) establishes topic ideas, identifies competency needs, and suggests content themes.

November Content and Formats Established

Based on the outcomes from the CEB and with staff guidance, the content and formats criteria are established for the Call for Proposals (CFP). Set up CFP through third party provider system.

December

CFP Available Online Determine Review Group Criteria Call for Volunteers (CFV) Available Online

Email is sent to current and potential facilitators requesting to submit a proposal for the conference education program. The CEB establishes criteria for Conference Proposal Review Group (CPRG) members. Email is sent to all members and friends requesting to submit volunteer application for CPRG.

January CFP Submission Period CFV Submissions Due

Facilitators enter proposals via third party provider submission site. Volunteer applications received after this date will be encouraged to submit the following year.

February Select CPRG Members Determine Meeting Logistics

Members for this review group are selected. Staff plots session schedule to determine selection numbers and program lengths.

March CFP Submissions Due CFPs Reviewed by CPRG

Proposals received after this date will be considered for conference content gaps or alternate education programs (web seminars, etc.) after review group work completed and/or requested to submit the following year. CPRG completes review of all proposals. CPRG reviews submissions electronically and complete a review form for each via third-party provider system.

April CFPs Reviewed by CPRG Proposals Selected

Staff divides the review group into smaller subgroups to complete second round proposal reviews. Subgroups review submissions and CPRG reviews electronically and enter a rating for each via spreadsheet. CPRG finalizes recommended proposal selections for the education program offerings. Potential facilitators contacted by staff as to whether or not their program(s) were accepted and in what format.

May Proposal Adjustments Finalized

Adjustments suggested by CPRG to programs are negotiated and finalized with facilitator(s). Staff map

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Month Action Defined

Contracts Available Online session learning objectives to competencies. Facilitators emailed with instructions to complete contracts online via third-party provider system.

June Contracts Completed by Facilitators Facilitator Resources Emailed

Reminder emailed to facilitators who have not completed contracts online. New conference session PowerPoint and Job Aid templates available for use. Links emailed to facilitators to online Facilitator Resources website.

July

Complimentary Registration Request ICRM and IGP Maintenance Credit Learning Materials Due

Email facilitators the discounted registration code. Review group members receive a discount registration code for their service. Request approval for eligible conference sessions for ICRM and IGP maintenance credit by identified process. Facilitators submit all conference session materials via third-party provider system for review and finalization.

August Approve and Finalize Materials

Staff and CPRG review learning materials. Facilitators make adjustments as indicated. Request pre-conference covers and establish printing timeline with printer.

September Conference Materials Available on Website

All session materials available on website for attendees via third-party provider system.

October Conference Conference Debrief

Annual conference sessions conducted. CEB debriefs thoughts about conference sessions – content, facilitators, etc.

(POL 3-019ExB) Conference Program Planning

Complimentary Registration List

COMPLIMENTARY REGISTRATION - FULL

1. Board of Directors 2. Headquarters and Event Staff 3. Past Presidents 4. Region Directors 5. Education Monitors 6. Exhibitors - Receive one pass for education sessions only per 10 X 10 booth 7. Partnership additions to comp registrations will be determined on a yearly basis by the CEO.

COMPLIMENTARY REGISTRATION - PARTIAL

1. Conference Education Facilitator 2. Chapter Advisors

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3. Conference Proposal Review Group

Comps only include registration fees. Subsistence is the responsibility of the individual.

(POL 3-019ExC) Conference Program Planning

ARMA International Travel Policies and Procedures

The following constitutes the official travel policy for ARMA International. This policy covers all persons

traveling on behalf of ARMA International on official business for ARMA International.

Each Traveler is personally accountable for compliance with this policy. The appropriate HQ staff liaison

of ARMA International is responsible for initial review and approval of expenses submitted in accord

with the policy. Approval of extraordinary expenses for ARMA staff is at the discretion of the Chief

Executive Officer (CEO). Approval of extraordinary expenses for the CEO, ARMA Board members and all

other persons traveling on ARMA business is at the discretion of the Treasurer and President.

Guiding Principles

1. As ARMA is a member-supported organization, all expenditures of ARMA funds must be made

with an eye towards the perception of members with regard to the expense. We expect

travelers to use good judgment and discretion when deciding to incur particular expenses.

2. Travel is frequently the way we do business and work with members and partnering

organizations. Travel is also a controllable expense for the Association. We expect each Traveler

to keep travel expenses as low as possible for our organization.

3. We expect all travelers to consider safety and security in their travel decisions.

4. We expect all travelers to follow the requirements of civil authorities in the jurisdictions where

travel takes place and to be aware and respectful of diverse cultures and customs.

Oversight for Travel

Travel by ARMA staff members is subject to direction of the CEO, within the bounds of this policy and

limitations of the Association’s budget, as currently revised.

Travel by the CEO, Board of Directors, and all other persons traveling on official ARMA business is

subject to the authority of the officers of the Board of Directors, within the bounds of this policy and

limitations of the approved budget of the Association, as currently revised.

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The intent of this statement is to ensure the delineation of authority of approval of travel. Generally,

travel that has been budgeted should be considered approved. It is always preferred that travel plans be

discussed with the person or persons responsible for travel oversight, prior to booking travel.

A copy of the travel itinerary should be sent to the appropriate HQ staff liaison as soon as reservations

are made. The itinerary will be used to facilitate reservations for sleeping rooms when provisioned by

ARMA, as well as for locating travelers.

Combining Travel / Changes

Any increase in travel costs that results from combining official ARMA travel with personal or company

travel (i.e. non ARMA business), is to be paid by the Traveler. When applicable, Saturday night (or other

additional night) stays may be considered when the airfare savings exceeds reasonable and usual

business expenses (lodging and meals). If the additional hotel and meal costs do not offset the airfare

savings, the Traveler will be required to reimburse ARMA for the additional costs. Travelers will not be

reimbursed for any charge to change an airline flight reservation, hotel guarantee or other penalty

unless it is a direct result in a change in the Traveler’s schedule by request of ARMA, or is directly related

to a personal or family emergency.

Changes to travel plans due to circumstances beyond the Traveler’s control (including, but not limited

to: weather, mechanical breakdowns of third party transportation, disruption of transportation systems,

etc.) which result in expense to the Traveler will be reimbursed.

Loss of Baggage / Excess Baggage Charges / Customs Duties / Taxes

ARMA International is not responsible for lost or stolen baggage or other items while the Traveler is

traveling on ARMA business. ARMA will not reimburse the Traveler for insurance deductibles or other

costs incurred, with the exception of limited sundries and medically necessary medications and

prescriptions.

Travelers are cautioned to observe baggage restrictions by airlines when traveling. When considering

airfares, travelers should also give consideration to airline charges for baggage handling. Excess baggage

or overweight baggage charges will not be reimbursed, except when the Traveler is carrying baggage or

contents of baggage at the direction of ARMA (i.e. brochures, handouts, equipment, etc.).

ARMA will not reimburse Customs duties unless such duties are incurred by the conveyance of ARMA

property or goods for sale.

Taxes directly related to official ARMA travel, including, but not limited to: airport taxes, entry and exit

taxes, etc. are reimbursable.

Passports and Visas

For ARMA staff, the cost of obtaining or renewing a passport, including photographs, is a reimbursable

expense, so long as the Traveler is required by ARMA to travel internationally. For other ARMA travelers,

passport expenses are only reimbursable when ARMA business travel is the sole reason for obtaining or

renewing a passport.

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The cost of visas and related expenses are reimbursable for all travelers when required for official ARMA

travel.

The cost of expedited services is not reimbursable unless required to meet ARMA travel requirements.

Receipts and Expense Forms

Expense reimbursement forms for all expenses are required to be submitted within 45 days of the date

the expense was incurred. Unless otherwise approved by the Treasurer, reimbursement for expenses

over 45 days old will not be made.

Receipts are required for all expenses, with the exception of:

• Tips made in cash

• Meals paid in cash that do not exceed $15 (generally, fast food, food carts, stadium vendors,

etc.)

A detailed description of the expense is required when no receipt is submitted.

Meal expenses covering multiple travelers should include the full name of all persons in attendance at

the meal.

Expense reimbursements will be paid in United States or Canadian dollars. The Traveler should indicate

which currency is to be used. When currency conversions are required, the Traveler should include an

indication of how the conversion was performed. When using a credit card statement or bank statement

as evidence of the calculation, the Traveler should include a redacted version of the statement.

Issuance and Use of ARMA Credit Cards

ARMA International issues a credit card to members of the Executive Council, the Executive Director,

and ARMA staff Directors and some staff managers who frequently travel on behalf of ARMA. The credit

card is issued with the express understanding that it is to be used for ARMA business expenses only.

Only the named cardholder may incur charges against the card.

The card may not be used to obtain cash.

Expenses incurred on the card must be reported monthly, by the 5th day of the month. Original receipts

should accompany the expense report.

Charges that are not reported on the expense form will be considered personal / unauthorized charges

and are the responsibility of the cardholder. Abuse of the credit card may result is loss of credit card

privileges. In the case of ARMA staff, disciplinary action, up to and including termination of employment

may result. For other persons, disciplinary action in accord with ARMA’s By Laws may result. In

addition, applicable civil or criminal law penalties may be sought by ARMA International.

Use of Travel Agents / Online Booking

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Travelers, in most instances, should make their own transportation arrangements to minimize the

impact upon ARMA staff. The most preferable method is to make the reservation online directly with

the airline (no up charge) or with an online service such as Expedia, Travelocity, etc. (minimal up

charge). If the Traveler can obtain lower fares via the Traveler’s company travel agency (where

permissible), the Traveler should utilize that option for reservations. Full service travel agents may be

used. Travelers should understand that travel agents generally charge a service or booking fee.

Consideration should be given to utilizing travel agents with 24 hour availability for emergencies.

Travelers with higher level frequent flyer status generally obtain special reservation numbers to

expedite travel arrangements and emergency changes. Note that most airlines now charge for

reservations made by phone.

For Travelers who do not wish to incur the cost of a reservation on their personal credit card, the ARMA

staff liaison may use their ARMA credit card to complete the purchase of the booking. The Traveler

should identify the arrangements and make note of the preferred reservation times, or complete a

booking and place the booking on hold, then contact the ARMA staff liaison to purchase the booking on

their behalf.

Transportation

Air

Travelers are to make their own air travel reservations. The reservation should be made early enough to

qualify for the lowest possible coach fare and preferably at least 30 days prior to the date of travel,

whenever reasonable. In general, all Travelers should obtain non-refundable fares. Fares for round trip

air travel within the United States and Canada should not exceed $750. International round trip air fares

should not exceed $1200. The ARMA staff liaison must be notified prior to purchase of any fare that is

in excess of these amounts or when a refundable fare is being purchased. The ARMA staff liaison will

work with the Traveler to identify alternate arrangements or approve the expense in advance and adjust

the travel budget accordingly.

Travel using low cost airlines is not required. While cost is always a consideration, reliability, safety, and

alternate options to reach the Traveler’s destination are higher priorities. Frequent flyer program

benefits must in no way influence flight selection when significantly lower fares are available on

comparable airlines at comparable times.

Upgrades

ARMA will not pay for upgradeable airfare if a lower coach fare is available. Travelers will not be

reimbursed for any upgrade-related expenses.

Airport Transportation / Parking

In most instances, ARMA HQ will arrange local transportation in the city where an ARMA-sponsored

event is being held. When ARMA HQ has arranged transportation, travelers are required to use the pre-

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arranged transportation services and will not be reimbursed for alternative means of transport unless

the ARMA-arranged transport is unavailable.

Transportation to or from the Traveler’s home and the airport is reimbursable. Travelers should weigh

the cost of airport parking against airport shuttles, taxi, private car or limousine services. In general

travelers are expected to use good judgment in selecting airport transportation, taking into account

departure and arrival times, personal safety, and less costly options. When using private car or

limousine services, travelers are expected to opt for shared rides unless unavailable.

Airport parking is also reimbursable. Again, travelers should take into account less costly options,

including long term parking lots, off-airport locations, etc. Guiding principles should include departure

and arrival times and safety. Extremely costly airport parking services (valet versus self park) and

ancillary services (car washes, oil change services, etc.) are not reimbursable.

Rental Cars

In general, rental cars are not reimbursable when alternate means of transportation are available or

have otherwise been arranged by ARMA HQ. Use of rental cars for staff must be explicitly approved by

the CEO. For the CEO and the Board and all other ARMA travelers, approval of rental car use must be

made by the officers of the Board of Directors. Most credit cards (including the ARMA credit card)

provide minimal insurance coverage for rental cars. In addition, some personal auto insurance policies

provide coverage for rental cars. In most instances, additional insurance coverage from the rental car

company is not required. However, the Traveler is obligated to ensure that adequate insurance

coverage has been obtained. When giving consideration to rental car use, the Traveler must also

consider related parking fees and the cost of fuel and tolls.

Travelers should avoid “discount” car rental companies as these companies tend to go over a returned

vehicle with a fine tooth comb and claim every small bit of damage against the driver’s insurance,

particularly when the driver has not purchased insurance from the rental car company.

Use of Personal Vehicles

Travel by personal car in lieu of commercial airlines is allowed if mileage reimbursement would not

exceed the lowest available airfare normally utilized. The rate for mileage reimbursement will be the

current rate set by the Internal Revenue Service as the “Standard Mileage Rate”. The Traveler will be

reimbursed to a maximum of the airfare, plus normally incurred airport transportation or airport parking

(as appropriate) at each end of the Traveler’s itinerary.

Tolls, Parking, Fuel, Parking Violations, Moving Violations

Tolls and parking expenses are reimbursable for travelers using rental cars or their personal automobile.

Fuel is reimbursable for rental cars only.

Parking and moving violations are not reimbursable. Penalties incurred by using electronic toll

collection lanes without the appropriate transponder will not be reimbursed.

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Common Carriers

With the exception of rental cars and private auto use as noted above, reimbursement for

transportation will be permitted only for common carriers. Selection of the mode of transportation is at

the Traveler’s discretion, although the cost of the selected mode should not exceed the cost of air

transportation between home and destination.

Lodging

Lodging at ARMA events will normally be arranged by ARMA HQ. Travelers must utilize the lodging

arrangements provided by ARMA International. In most instances, the cost of lodging will be submitted

to a master bill and the Traveler will be responsible for incidentals. Travelers may not be released from

the master bill.

In general, ARMA will pay for lodging from the night prior to the beginning of the event or meeting

through (and including) the night of the last day of the meeting or event. For certain events, travelers

will be advised of the number of nights of lodging that will be provided or reimbursed by ARMA. Where

possible, travelers should seek to minimize the number of nights of lodging required. However,

travelers should make every attempt to arrive far enough in advance of the meeting or event that

unexpected travel delays will not jeopardize their contributions to the meeting or event. In addition,

travelers should schedule return transportation in a manner which does not cut short their attendance

at the meeting or event.

Travelers going to other conferences or events as a representative of ARMA should utilize hotels

recommended by the event organizer. For all other lodging choices, travelers should obtain reasonable

accommodations for the market, taking into account safety, travel distance to the ultimate destination,

cost of transportation, availability of meals, etc. Frequent stay programs should not affect hotel

selection.

Meals

Meals and beverages will be reimbursed up to a total of $75 per day. This amount is not to be seen as a

per diem or a daily entitlement. Rather, it is intended to set a reasonable guideline for assuring that

travelers are able to be reimbursed for meals appropriately during their travel. Certain travel markets

may require a greater daily expense, but travelers are urged to make every effort to stay within this

guidance. This guidance assumes the following meal costs:

Breakfast: $15

Lunch: $20

Dinner: $40

Within the daily reimbursement limit, ARMA International will reimburse the cost of beverages that are

consumed as incidental to a meal during the course of travel relating to official ARMA business. This

applies equally to alcoholic and non-alcoholic beverages. Beverages consumed at a bar prior to or after

a meal will not be reimbursed. The cost of food consumed should always exceed the cost of beverages

consumed at the meal. The sole exception to this guideline is that non-alcoholic beverages consumed in

an airport or on an aircraft at any time during travel may be reimbursed, due to the changing

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requirements of air travel security. Such reimbursement will not count against the daily reimbursement

limit.

Where meals are provided by ARMA, considered part of the hotel room rate, or otherwise not needed

during travel, the daily maximum will be adjusted accordingly. The intent of this statement is to ensure

that ARMA is not paying for a meal in addition to a meal cost that has already been accounted for during

a meeting or other event. For good reason, exceptions to this guideline will be considered.

Room service expenses are reimbursable, within the daily meal reimbursement limit. Travelers should

use discretion in utilizing room service and carefully review the check that is presented. In many cases,

a gratuity is included in the charges and no additional gratuity need be added.

Expense reimbursements for meals purchased by the Traveler for others must include the name(s) of all

persons, their affiliation (if not apparent), and the purpose of the expense (if not apparent). Travelers

should use extreme discretion in purchasing meals for others and be prepared to provide a business

justification.

Incidentals

Incidental expenses will not be reimbursed. Such expenses include, but are not limited to:

• Mini-bar charges

• In-room movies or other entertainment charges (including charges for headphones on airline

flights)

• Purchases at a hotel or airport gift shop

• ATM fees for domestic travel

• Expenses directly relating to individuals who are not authorized to travel on ARMA business and

are not party to business with ARMA International

Miscellaneous

Frequent Flyer Miles, Frequent Stay Points, Other Frequent Traveler and Travel Points Programs

All credits obtained by travelers in the course of official ARMA business travel are the property of the

Traveler, with the exception of credits or points obtained by ARMA through use of ARMA’s credit cards

or other travel programs. Travelers should not select an airline or a hotel solely on the basis of program

affinity,

At the Traveler’s discretion, the Traveler’s miles or points may be used for upgrades, free travel, or free

hotel stays. These benefits may be used in conjunction with ARMA travel and may be used to extend

travel or otherwise leverage ARMA business travel, to the extent that the use of such miles or points do

not increase ARMA’s expenses. Travelers who use their own miles or points in lieu of ARMA

reimbursement for permitted travel will not be reimbursed for such use.

Valet Laundry

Reimbursement for hotel laundry (valet) services is not reimbursable except for necessary laundering

services on trips of over five nights’ stay (or consecutive trips – trips with less than 48 hours at home

between arrival and departure – cumulatively totaling five nights or more), and then only to a maximum

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of $50 per trip. Consideration will be made for exceptions to this policy when ARMA travel is at the end

of, or between, business travel required by the Traveler’s employer.

Airline Clubs

Reimbursement of airline club expenses (either annual or day passes) is not allowed, except for ARMA

staff whose annual ARMA business-related travel regularly exceeds 50,000 miles or 60 segments. For

such individuals, one airline club annual membership will be provided. Reimbursement of airline club

memberships should be treated within appropriate taxable income guidelines published by the Internal

Revenue Service and tax liabilities are the responsibility of the Traveler.

Insurance

Obtaining flight Insurance (including, but not limited to: supplemental life insurance, lost luggage

insurance, trip protection insurance, etc.) coverage while traveling is at the Traveler’s option and is not

reimbursable. Travelers should review the terms and conditions of insurance coverage provided by their

credit card company and / or homeowner’s insurance policy as an automatic option for this sort of

coverage. In addition, international air travel provides certain standards for airline reimbursement for

lost luggage.

Medical insurance for international travel is covered and reimbursable. Medical insurance for Travelers

is intended for short-term coverage during the period of time Traveler is on official ARMA business and

such insurance is not available as part of the Traveler’s normal medical insurance coverage. Emergency

Medical Evacuation insurance, as a separate policy, is not reimbursable for travel within Canada and the

United States. It is Traveler’s responsibility to purchase this medical coverage when needed. If the

Traveler will regularly need this coverage during the course of a year and an annual policy is less

expensive than individual short-term policies, the Traveler may purchase an annual coverage plan.

International Currency Exchange

When traveling internationally, travelers may claim expenses inclusive of fees for currency exchange and

ATM charges. Travelers are encouraged to make purchases using credit cards whenever possible.

Internet Access Reimbursement and Telephone Charges

Internet Charges

Internet usage charges in hotels may be submitted for reimbursement. Internet usage charges incurred

elsewhere (at Internet cafes, at airports, etc.) during the course of travel may be submitted for

reimbursement. Where high speed Internet is not available and the Traveler must use a modem to

connect, the cost of the modem connection is reimbursable, although travelers are cautioned to limit

the use of modem connections and terminate the connection as quickly as possible to reduce the

expense.

Whenever possible, travelers should make use of free Internet access services; or, while at ARMA HQ,

utilize Internet access at ARMA HQ.

Telephone Charges

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Telephone charges are a key area of concern for expense control. In general, hotels charge considerably

more than the average cost of a telephone call. Travelers should always ask the hotel for an explanation

of charges that may be incurred prior to using hotel phone systems for calls or modem connections.

In general, ARMA will pay for a daily call home of a reasonable length. Travelers are encouraged to use

calling cards, cell phones, or phones provided by ARMA whenever possible.

Cell phone charges directly attributable to ARMA business needs are reimbursable. This may include

roaming charges, overages of minutes, etc. A Traveler incurring roaming charges from calls to their

home while on ARMA business may submit the expense.

At certain times, ARMA HQ may distribute prepaid calling cards to staff or volunteers for the purpose of

calling home or conducting ARMA business telephonically. It is expected that such calling cards will be

used with discretion and that they will be returned to ARMA when no longer needed for ARMA business.

Consequences

Staff

Falsification of travel expense forms or gross abuse of these policies and guidelines may result in

discipline, up to and including termination of employment. Restitution of all losses to ARMA will be

required.

Board and all other Travelers

Falsification of travel expense forms or gross abuse of these policies and guidelines may result in

disciplinary action in accord with ARMA’s By Laws. Restitution of all losses to ARMA will be required.

ARMA International reserves the right to pursue civil or criminal law penalties when deemed necessary.

(POL 3-027) Confidentiality Effective date: July 16, 2010 Approval date: July 16, 2010 Last revised: July 16, 2010 Cancelled date: Reference: Cross reference: POL 3-005 POLICY The Board of Directors of ARMA International, Inc. requires its officers and directors (“Members”) to enter into an agreement with ARMA in order to protect its confidential information including but not limited to trade secrets, intellectual property, and business intelligence. GUIDING PRINCIPLES

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1. Members will maintain confidentiality regarding ARMA’s trade secrets, intellectual property,

and business intelligence during and after the Member’s term and will not make use of such confidential information for their own or another individual’s or entity’s benefit.

2. Each Member shall annually sign the Confidentiality Pledge (Exhibit A).

3. A Member who does not comply with this policy is subject to disciplinary action by the Board of

Directors as defined in POL 3-005. In addition, ARMA International reserves the right to seek injunctive and/or other relief in a court of competent jurisdictions to address any violations or threatened violations of this policy.

(POL 3-027Pr) Confidentiality Effective date: June 20, 2013 Approval date: June 20, 2013 Last revised: July 16, 2010 Cancelled date: Reference: POL3-005 Cross reference: PROCEDURE Each Director and Officer shall sign a statement which affirms such person has received a copy of the Confidentiality policy, read and understands the policy, and has agreed to comply with the policy. ARMA International or its Board of Directors may require non-Board Task Force members to sign the Confidentiality Pledge (Exhibit A). The signed statements will be retained by ARMA headquarters for seven years from the signature date.

(POL 3-027ExA) Confidentiality

Confidentiality Pledge

The Member recognizes and acknowledges that non-public information or materials relating to the business affairs of ARMA International, its business partners, and members including, but not limited to, compensation data, customer lists, financial information, marketing strategies, new materials research, pending projects and proposals, proprietary production processes, and research and development strategies are valuable, special and unique assets of ARMA International's business (“Confidential Information”). The Member further acknowledges that this Confidential Information qualifies as ARMA International’s trade secrets which are a valuable, special and unique asset of ARMA International and that access to and knowledge of the Confidential Information is essential to the performance of his/her duties as a Board (Task Force) Member of ARMA International. In light of the competitive nature of the business in which ARMA International is engaged, the Member agrees that he/she will maintain the strict confidentiality of all Confidential Information known or obtained to which he/she has access in

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connection with his/her Board (Task Force) service with ARMA International and that he/she will not make use of any Confidential Information for his/her own purposes or for the direct or indirect benefit of any person or entity other than ARMA International, without the express written consent of ARMA International. The agreements contained in this paragraph apply both during, and after, the Member’s term as a director (Task Force member) of ARMA International has ended. ARMA International reserves the right to seek injunctive and/or other relief in a court of competent jurisdiction to address any violations or threatened violations of this Confidentiality Pledge.

(POL 3-004) Conflict of Interest Effective date: July 16, 2010 Approval date: July 16, 2010 Last revised: July 16, 2010 Cancelled date: Reference: Cross reference: POL 3-005 POLICY A Member of the Board of Directors of ARMA International (“Member”) may not enter into a transaction or arrangement that creates an actual or potential Conflict of Interest without the express and written consent of the Board of Directors. This policy ensures that Members conduct themselves loyally, impartially and for the benefit of the Association, without the influence of Personal or Financial Interests. GUIDING PRINCIPLES

1. For purposes of this policy, the following definitions apply: (a) Conflict of Interest – A Member has an actual or potential Conflict of Interest if the Member

has a Personal or Financial Interest that prevents him from acting loyally, impartially and for the benefit of the Association.

(b) Personal or Financial Interest - A Member has a Personal or Financial Interest if the Member

has, directly or indirectly, through business, investment, or family, entered into a transaction or arrangement that creates:

i. An ownership or investment interest in any entity with which ARMA International has a transaction or arrangement;

ii. A compensation arrangement with ARMA International or with any entity or

individual with which ARMA International has a transaction or arrangement or with which ARMA is negotiating a transaction or arrangement.

iii. A personal relationship, such as spouse or relative, who is associated with

any entity or individual with which ARMA International has a transaction or

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arrangement or with which ARMA is negotiating a transaction or arrangement.

iv. A compensation arrangement with organizations whose products or

services may be viewed as competitive with the products or services of ARMA International. “Compensation“ includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. Indirect remuneration may include meals, transportation, lodging and/or complimentary or reduced registration to an event.

v. A relationship with a competing organization, such as service on the board

of directors of the competing organization. A Financial Interest is not necessarily a Conflict of Interest. A Member who has a Financial Interest may have a Conflict of Interest only if the Board of Directors decides that a Conflict of Interest exists.

2. In connection with any actual or potential Conflict of Interest, a Member must disclose the existence of the Personal or Financial interest and be given the opportunity to disclose all material facts to the Board or its designees considering the actual or potential Conflict of Interest.

3. Consent – Based on evaluation, the Board will render its decision in writing to the affected Member. The Board may choose to:

(a) Consent to (or waive) the conflict. (b) Modify the transaction or arrangement in a way that mitigates the conflict. (c) Require the Member to abandon the transaction or arrangement that creates the

conflict.

4. If the Board has consented to or modified the transaction or arrangement that gives rise to the Conflict of Interest, the Member who has the Conflict of Interest may participate in discussions regarding the underlying transaction or arrangement that gives rise to the actual or potential conflict, but must recuse himself from any vote regarding the underlying transaction or arrangement.

5. Each Member shall annually sign the Conflicts of Interest Pledge (Exhibit A).

6. A Member who does not comply with this policy is subject to disciplinary action by the Board of Directors as defined in POL 3-005. In addition, ARMA International reserves the right to seek injunctive and/or other relief in a court of competent jurisdictions to address any violations or threatened violations of this policy.

(POL 3-004Pr) Conflict of Interest Effective date: June 20, 2013 Approval date: June 20, 2013 Last revised: July 10, 2010 Cancelled date: Reference: POL3-005 Cross reference:

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PROCEDURES

1. Each Member shall annually sign a Conflict of Interest Pledge (Exhibit A) which affirms the Member:

(a) Has received a copy of the Conflicts of Interest policy, (b) Has read and understands the policy, (c) Has agreed to comply with the policy.

2. ARMA International or its Board of Directors may require non-Board Task Force members to

annually sign the Conflict of Interest Pledge.

3. The signed statements will be retained by ARMA headquarters for seven years from the signature date.

4. Duty to Disclose - A Member must disclose the existence of any Personal or Financial Interest that gives rise to a potential or actual Conflict of Interest.

5. Board Evaluation – The Board will evaluate the Personal or Financial Interest to determine if an actual Conflict of Interest exists. The Board may delegate the evaluation to a Task Force appointed by the Board.

(a) The Member will be given the opportunity to disclose all material facts to the Task Force evaluating the potential or actual Conflict of Interest.

(b) The Member may not be present during any subsequent discussion of the potential or actual Conflict of Interest.

(c) The Task Force evaluating the potential or actual Conflict of Interest will deliver to the Board a written report of its findings. If the Task Force believes an actual Conflict of Interest exists, the report will include a motion to either consent to the Conflict, to modify the underlying transaction or arrangement that gives rise to the Conflict, or to require the Member to abandon the underlying transaction or arrangement.

6. Board Decision - The Board of Directors, except for the affected Member, will meet to discuss the recommendations of the evaluating Committee or Task Force. The Board will vote whether to adopt the motion of the evaluating Task Force. The affected Member may not participate in this vote. The results of the Board’s vote will be communicated to the affected Member in writing. If the Board instructs the Member to abandon the underlying transaction or arrangement, the Member may choose to relinquish the Board position instead.

7. Future Discussions - If the Board voted to consent to the Conflict, or to modify the underlying arrangement or transaction to mitigate the Conflict, the Member may participate in future discussions regarding the underlying transaction or arrangement. However, the Member will recuse himself from any future votes regarding the underlying transaction or arrangement.

8. Violations of the Conflicts of Interest Policy.

(a) If the Board has reasonable cause to believe a member has failed to disclose actual or potential Conflicts of Interest, it shall inform the Member of the basis for such belief and afford the Member an opportunity to explain the alleged failure to disclose.

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(b) If, after hearing the Member's response and after making further investigation as warranted by the circumstances, the Board or Task Force determines the Member has failed to disclose an actual or potential Conflict of Interest, it shall take appropriate disciplinary and corrective action as defined in POL 3-005 which could include, but is not limited to, termination of appointment. Disciplinary and corrective action will be determined on a case by case basis.

9. Records of Proceedings - The minutes of the Board and all committees shall contain: (a) The name of the Member who disclosed or otherwise was found to have a Personal or

Financial Interest in connection with an actual or potential Conflict of Interest, the nature of the Personal or Financial Interest, any action taken to determine whether a Conflict of Interest was present, and the Board’s or committee's decision as to whether a Conflict of Interest in fact existed.

(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

(POL 3-004ExA) Conflict of Interest

Conflict of Interest Pledge

The Member recognizes and acknowledges that an actual or potential Conflict of Interest must be

disclosed to ARMA’s Board of Directors, committee, or Task Force leaders for appropriate discussion and

disposition.

The Member further acknowledges that he/she will conduct his/herself loyally, impartially and for the

benefit of the Association, without the influence of Personal or Financial Interests.

A Member who does not comply with this policy is subject to disciplinary action by the Board of

Directors. In addition, ARMA International reserves the right to seek injunctive and/or other relief in a

court of competent jurisdictions to address any violations or threatened violations of this policy.

ACKNOWLEDGMENT OF RECEIPT OF CONFLICT OF INTEREST POLICY

I, ______________________________, have received and reviewed ARMA International’s Conflict of

Interest Policy. I have read this policy, understand its content, and agree to abide by its terms.

_________ I have no conflict of interest to report.

_________ I have the following potential conflict of interest to report (please specify:)

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Should a particular conflict of interest arise in the future, I agree to abide by the reporting procedures

set forth in POL3-004Pr.

___________________________________________

Name (please print)

___________________________________________ ________________

Signature Date

(POL 3-015) Contributions Effective date: June 29, 2012



Cancelled date:

Reference:

Cross reference: Internal Revenue Code 26 USC & 501(c)

POLICY

Members, employees, and contractors of ARMA International require the expressed authorization of the

Chief Executive Officer (CEO) for the solicitation of contributions, gifts, services, etc. on behalf of ARMA

International.

GUIDING PRINCIPLES

1. Contributions or gifts to ARMA International are not deductible as charitable contributions for

US Federal income tax purposes.

2. The CEO should be advised of all contributions received as a result of authorized solicitations.

3. The CEO will advise the President of the Association in all instances where authorization to

solicit contributions has been provided.

(POL 3-005) Disciplinary Action Effective date: July 1, 2009



Cancelled date:

Reference: Bylaw I, Sec.5,

BD 09/1983, 03/1990, 07/1993, 03/1995

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POLICY

The Board of Directors of ARMA International, for good cause and at its discretion, may censure,

suspend or expel an Association member. In addition, the Board of Directors, for good cause and at its

discretion, may remove an officer from office or may censure, suspend or expel an officer or Board

member from the Board of Directors.

GUIDING PRINCIPLES

Definitions

Censure is a public reprimand for inappropriate behavior. The manner and method of censure is within

the sole discretion of the Board of Directors. The decision to censure may be communicated to

members of the Association.

Suspension is a temporary removal from membership. The length and term of suspension is within the

sole discretion of the Board of Directors. During the period of suspension, the suspended person has

only those rights and privileges as the Board of Directors may designate. Upon the expiration of the

suspension period, the suspended person is restored to all of his or her rights and privileges unless

otherwise communicated by the Board of Directors in the suspension decision.

Expulsion from membership is permanent. Expulsion of an officer from the Board of Directors is

permanent. Expulsion or removal of a member or an officer/member of the Board of Directors is

perpetual, except that the Board of Directors, in its sole discretion, may set forth a length of time that

must pass before the person so expelled or removed may apply for membership in ARMA International.

Censure, suspend or expel a member

(a) Good cause: Violation of the Articles of Incorporation, Bylaws, or Policies and Procedures;

failure, refusal or neglect of a member to satisfy, within a designated or reasonable time, a debt

due to ARMA International by the member; or conduct unbecoming of a member or conduct

inimical to the welfare of ARMA International.

(b) Principles of the Code of Professional Responsibility (see POL 3-003) may be considered in

conjunction with infractions.

(c) The decision by the Board of Directors not to renew the membership of a member will be

deemed an expulsion of that member.

(d) The decision to censure or suspend a member is effective upon a majority vote of the Board of

Directors. The decision to expel a member is effective upon a two thirds vote of the Board of

Directors.

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Censure, suspend or expel an officer or a member of the Board of Directors

(a) Good cause: Violation of the Articles of Incorporation, Bylaws, or Policies and Procedures;

dereliction of duty; conduct unbecoming a Board member or officer, or conduct inimical to the

welfare of ARMA International.

(b) The Board of Directors may censure, suspend or expel an officer or a Board member from the

Board of Directors without such action affecting the Association membership of the person

concerned.

(c) The decision to censure or to suspend an officer or member of the Board of Directors from the

Board is effective upon a vote of the Board of Directors. The decision to remove an officer from

office or expel a member of the Board of Directors from the Board is effective upon a two-thirds

vote of members of the Board who are qualified to vote at any regular or special meeting.

(POL 3-005Pr) Disciplinary Action Effective date: September 10, 2011

Approval date: September 10, 2011


Cancelled date:

Reference: Bylaw I, Sec.5,

BD 09/1983, 03/1990, 07/1993, 03/1995


PROCEDURES

The Committee overseeing governance will create a task force to investigate an allegation that an

Association member, officer or member of the Board of Directors should be censured, suspended, or

expelled for cause. The task force will consist of three members of the Board of Directors, and will not

include the individual against whom the allegations are directed. ARMA International HQ Staff may

serve in an advisory capacity to the task force to ensure member rights are upheld, but will remain non-

voting members.

Claims

1. Claimants will contact the President of ARMA International regarding any allegations that any

Association member should be considered for censure, suspension or expulsion, or that an

officer or member of the Board of Directors should be censured, suspended or expelled from

the Board of Directors.

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2. The claimant will contact the President-Elect if the President of ARMA International is the

subject of the allegations.

Notice

1. The task force will send a written notice to the respondent outlining the allegations, and

requesting a written response within twenty-one (21) days from the date the notice was sent.

2. The task force will include in the notice the allegation(s); the requirements and deadline for

response; and the names and contact information of the members of the task force.

3. If no response is received from the respondents within twenty-one (21) days, the task force will

develop a recommendation to the Board of Directors, based on the facts available as per section

“Recommendation” below.

Response

1. The respondent may present a written response to the allegations, or may request a meeting at

which to present his or her response.

2. The respondent may request that the meeting occur before the task force.

3. The respondent will be notified of the date and place of the meeting, which is at the discretion

of the task force.

4. Upon notice to the task force, the respondent may be accompanied at the meeting by an

attorney of his or her own choice.

5. All costs associated with representation of the respondent or for appearance at the meeting are

borne by the respondent.

Recommendation

1. The task force will review the written response or the results of the hearing.

2. The task force will consult with the Board’s external legal counsel, if necessary.

3. The task force will present a recommendation to the Board to either dismiss the matter, or to

censure, suspend or expel the respondent.

4. If the recommendation is to censure, the task force will include the nature and form of the

censure.

5. If the recommendation is to suspend, the task force will include the length and term of

suspension.

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Decision

1. A special meeting of the Board of Directors will be convened to review the recommendations.

2. The President, or the President-Elect, if the allegations are directed against the President, will

present the recommendations to the Board.

3. If the allegations involve an officer or a member of the Board of Directors, such member is not:

(a) considered a member of the Board of Directors for the purpose of the proceedings to

determine dismissal of the matter, censure, suspension or expulsion.

(b) counted in determining whether or not a quorum is present at the proceedings to

determine dismissal of the matter, censure, suspension or expulsion.

(c) permitted to cast a vote on the question of determining dismissal of the matter,

censure, suspension or expulsion.

4. The Board of Directors will vote regarding the decision to dismiss the matter or to censure,

suspend or expel the member. The decision to censure or to suspend an officer or Member of

the Board or Directors from the Board is effective upon a vote of the Board of Directors. The

decision to remove an officer from office or expel a Member of the Board of Directors from the

Board is effective upon a two-thirds vote of members of the Board who are qualified to vote at

any regular or special meeting.

5. The decision of the Board will be conveyed in writing to the respondent soon after the special

Board meeting.

(POL 3-025) Membership – Honorary Effective date: May 1, 2010



Cancelled date:

Reference: Bylaw I, Sec.1(B)

Cross reference:

POLICY

The Board of Directors of ARMA International awards honorary membership to an individual who has

made major contributions to the profession of records and information management and to the

Association as a whole.

GUIDING PRINCIPLES

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1. Persons being considered for honorary membership must have made special and unique

contributions to the profession of records and information management and to ARMA

International.

2. Persons being considered for honorary membership may or may not be members of ARMA

International.

3. Honorary membership in ARMA International is complimentary. Payment of chapter dues is at

the discretion of the Chapter to which the honorary member belongs.

4. Honorary members enjoy the same benefits as a regular member.

(POL 3-025Pr) Membership – Honorary Effective date: February 20, 2014



Cancelled date:

Reference: Bylaw I, Sec.1(B)

Cross reference:

PROCEDURES

Honorary membership in the Association – Recommendation process

1. Recommending an individual for honorary membership in the Association may be initiated by

any member of the Association’s Board of Directors or by any Chapter or Region.

2. The submission of a recommendation for an honorary membership to an individual does not

guarantee approval. For that reason, persons involved in the recommendation process are

cautioned not to discuss the recommendation with the person being recommended in order to

avoid any embarrassment in the event the recommendation is not approved.

3. The recommendation will be included as an agenda item for the next Board meeting.

4. The recommendation should include the following information:

(a) Name of nominee, name and address of nominee’s employer and position title.

(b) Nominee’s length of service in the profession of records and information management,

number of years in ARMA International and number of years in a chapter (if a chapter

member).

(c) Reasons for the recommendation.

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(d) Nominee’s special and/or unique contributions to the RIM profession and Association at

the Association level. These special and unique contributions may include books written

relating to records management, unique systems developed, papers written and

presented, and articles written that have been generally accepted by the profession as a

working standard. Service as an ARMA International officer may include not only the

office held but unique or special contributions to the profession or Association while

serving in a specific office. Any other activity or accomplishment that would reflect

highly on the profession and the Association will be considered. Although

accomplishments and contributions at a local or chapter level are important, and

deserve recognition, when these are the only contributions and accomplishments,

honorary membership may not be approved.

(e) Nominee’s special and/or unique contributions to the RIM profession and Association at

the chapter level (if chapter member). Include offices held, committee assignments,

special accomplishments, and seminar participation, etc.

(f) Special and/or unique contributions to the RIM profession in the nominee’s place of

employment.

(g) Nominee’s skills and attributes that support and/or enhance the RIM profession.

Include information as to how this person would bring credit to the Association and the

profession of records management if honorary membership was awarded.

(h) State whether nominee is retiring from active employment or continuing to be

employed in the RIM profession.

(i) State whether chapter honorary membership has been awarded or has been

considered.

5. Documentation supporting all contributions and accomplishments should be forwarded with the

recommendation, if at all possible.

Honorary membership in the Association – Approval process

1. The Board of Directors reviews the nomination and the supporting documents and votes on the

recommendation.

2. If the Board of Directors approves the recommendation:

(a) The Association President prepares a letter to the honorary member offering

congratulations and appreciation on behalf of the Board of Directors and the

Association.

(b) The CEO notifies the Director of Member Services, who prepares a membership

certificate and forwards it to the chapter (if applicable), requesting that the award be

presented to the member.

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(c) If the honorary member is not a member of a chapter, the certificate is forwarded to the

Region Director of the appropriate region who will arrange for a suitable presentation.

(d) Honorary membership resulting from a Board member initiative, rather than a chapter

recommendation, is presented as directed by the President.

3. If the Board of Directors does not approve the recommendation:

(a) The Association President prepares a letter to the chapter concerned, indicating that the

recommendation was not approved and stating the reasons why the recommendation

was not approved.

(b) If the person recommended for honorary membership is retiring from active

employment and the recommendation is not approved, a certificate of appreciation is

awarded.

Honorary membership in a Chapter

Chapters may also have honorary chapter members selected through criteria and procedures

established by the chapter. Payment of chapter dues is at the discretion of the chapter that the

Honorary Member is a member of.

1. Recommendation for honorary membership in a chapter may be initiated by a chapter member

through a member of the Board of Directors of the chapter. The Board member will check the

recommendation for accuracy and completeness, add his/her own recommendations, and

submit the recommendation as an agenda item at the next meeting of the chapter Board of

Directors.

2. The recommendation should include the following information:

(a) Name of nominee, name and address of nominee’s employer and position title.

(b) Nominee’s length of service in the profession of records and information management,

number of years in ARMA International and number of years in a chapter (if a chapter

member).

(c) Reasons for the recommendation.

(d) Nominee’s special and/or unique contributions to the RIM profession and Association at

the Association level. Include Association offices held, committee assignments, books

written, articles written, participation as a speaker at the Annual Conference and

Exhibition, etc.

(e) Nominee’s special and/or unique contributions to the RIM profession and Association at

the chapter level (if chapter member). Include offices held, committee assignments,

special accomplishments, and seminar participation, etc.

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(f) Special and/or unique contributions to the RIM profession in the nominee’s place of

employment.

(g) Nominee’s skills and attributes that support and/or enhance the RIM profession.

Include information as to how this person would bring credit to the Association and the

profession of records management if honorary membership was awarded.

(h) State whether nominee is retiring from active employment or continuing to be

employed in the RIM profession.

(i) State whether chapter honorary membership has been awarded or has been

considered.

(POL 3-024) Membership - Retired

(POL 3-008) Endorsement of Goods or Services Including Affinity Programs Effective date: June 29, 2012 Approval date: June 29, 2012 Last revised: May 1,2010 Cancelled date: Reference: Cross reference: POLICY In general, ARMA International does not endorse goods or services of third parties. However, the Association may provide members access to third party goods or services if beneficial to members. GUIDING PRINCIPLES

1. The ramifications of endorsing goods and services could be very damaging to the tax status and professional standing of the Association. Therefore, care must be taken to provide any such goods and/or services in a responsible manner.

2. In certain circumstances, it may be reasonable and advantageous for ARMA International to

authorize the use of its name in conjunction with a project, endeavor, product or service which would enhance the profession of records and information management or provide increased value for ARMA International members. In such circumstances, ARMA headquarters will bring knowledge of such project, endeavor, product or service to the attention of the membership and to extol the merits of them.

3. The Chief Executive Officer (CEO) must approve all requests for endorsements and/or affinity

programs, and will inform the ARMA Board of Directors through appropriate channels.

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(POL 1-023) Financial Planning Effective date: July 1, 2009



Cancelled date:

Reference: Bylaw III, IV Sec.5(C), VII Sec.5(4)

Cross reference:

POLICY

ARMA International will develop a financial plan that supports its annual operating plan.

GUIDING PRINCIPLES

1. ARMA International adheres to a balanced budget whereby projected expenses for the ensuing

fiscal year do not exceed projected revenues.

2. The budget is a financial and management tool that ensures that projects, programs, and

services are planned in advance and that ARMA properly manages its financial resources.

3. The Treasurer of ARMA International is responsible for advising the Board of Directors regarding

the budget, dues structure and other financial matters affecting the membership.

(POL 1-023Pr) Financial Planning Effective date: July 20, 2013


Last revised: March 10, 2013

Cancelled date:

Reference: Bylaw III, IV Sec.5(C), VII Sec.5(4)

Cross reference:

PROCEDURES

The Financial Planning Task Force (FPTF) is ultimately responsible for the tasks associated with the

financial planning/budgeting process. Under the direction of the association’s treasurer, a Financial

Planning Task Force is appointed annually to provide direct oversight of the association’s financial

performance. This task force will report to board.

The Treasurer, assisted by the Chief Financial Officer (CFO), is responsible for advising the Board of

Directors on the budget, dues structure and other financial matters. The Chief Executive Officer (CEO)

provides input and operational direction regarding the Financial Planning process.

Responsibilities of the FPTF

1. Review financial statements and year-end projections regularly.

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2. Review high-risk revenue streams.

3. Approve new or unanticipated projects/programs. Retire existing projects/programs, as appropriate.

4. Review spending beyond the Executive Limitations Policy.

5. Review and approve the proposed operating budget (including the Adaptive Budget and any equity

spending request) prior to submission of the budget to the Board of Directors for final approval.

Review and resolve other notable financial items or issues.

Meetings of the FPTF

Regular meetings using technologies to share and collaborate regarding financial information.

Financial statement reporting (including year-end projections)

Periodically, the Treasurer will provide financial updates to the board to summarize the financial reports

and to answer any questions.

Budgeting

1. The CEO and the CFO will deliver to the FPTF a draft budget that is balanced, reflecting any projects or

items cut from the budget that had been identified by the strategic planning process as a non-priority

for the relevant fiscal year.

2. Headquarters Directors and senior staff meet to review the Association’s strategic plan (“Plan”)

annually for the upcoming fiscal year. Discussions include:

(a) Board expectations for the upcoming fiscal year and how the Plan objectives will be accomplished.

(b) Trends in the economy (vendors, members spending).

(c) What new projects are needed to support the Plan.

(d) Revisions to current projects in the Plan.

(e) Retirement of projects no longer needed to support the Plan.

3. The annual budget will include:

(a) Detailed budgets/rationale sheets for:

- All Headquarters departments’ administrative and operating expenses and revenues.

- All operating projects need to meet the Plan’s goals including travel, lodging and other related

expenses and revenues.

- Elected officers and directors, committees, and region managers and coordinators.

- The annual conference, specifying all related expenses and revenue.

(b) Project initiation documents that identify scope, cost and impact to ARMA for new initiatives, one-

time projects and/or capital projects.

(c) A detailed risk analysis. Risk categories will include low, moderate, and high risk. The high-risk

category will not exceed ten percent (10%) of overall budgeted revenues. The FPTF which oversees

financial planning has final authority for how much high-risk revenue remains in the proposed ‘

budget.

(d) A “contingency” or “reverse contingency” plan when warranted by economic conditions.

(e) A budget matrix report that summarizes the proposed budget by goal with the budgeted net

surplus clearly identified.

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4. Individual departments create budgets based on:

(a) Benchmarks provided by the Finance Department including average airfare and lodging costs,

mileage reimbursements, and meal allowance.

(b) Consultation with other Departments that will play a role in specific projects.

(c) As appropriate for specific projects, consultation with the Sales Department regarding potential

advertising or sponsorship revenue.

(d) Reports provided by the Finance Department that set forth how revenue for the project has

performed over the past several fiscal years.

5. Individual project budgets are entered into a budgeting software that integrates with the accounting

system for ease of reporting.

6. The CEO and the CFO review the consolidated budget.

7. Directors and senior staff meet iteratively to identify overlaps in budgeting and to present the final

budget to the FPTF and ultimately to the parent committee for approval before presenting to the entire

board for final approval.

8. On a periodic basis, the Controller will submit budget/projection reports to the FPTF for review.

9. An analysis is prepared for the FPTF, including:

(a) Project Narrative: A description of each project, which highlights changes in budget from the

previous year

(b) Cost of Providing Services & Dues Analysis: An analysis to determine the cost of providing services

to an individual member. Association dues will fund 70% - 80% of services per member. If dues fall

below 75% of services per member, the FPTF will consider whether a dues increase will be

recommended to the Board of Directors.

(c) Revenue Risk Analysis: An analysis that assesses the risk to revenue. The analysis includes

historical revenue data that allows risk to be ranked as high, moderate or low. The proposed

budget may not have more than 10% revenue classified as high risk.

(d) Equity Analysis: The most current year-end projections are provided to the FPTF. The FPTF will

review this analysis when allocating non-operating budget funds to the Adaptive and Technology

Funds.

Restrictions

1. The CEO and/or the CFO will include in its financial report to the FPTF any budget change/variation in

excess of ten percent (10%). The Treasurer will report these changes/variations to the Board of

Directors.

2. The CEO and/or the CFO will report to the parent committee any unbudgeted, extraordinary expense

(i.e., a new initiative, one-time project, or capital expense) that exceeds $10,000. This report will include

formal Project Initiation documents, including project scope, cost and impact to ARMA.

(POL 3-026) Membership - Industry

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Effective date: July 1, 2010



Cancelled date:

Reference: BD 03/2009

Cross reference: POL3-007

POLICY

ARMA International provides Association membership to organizations and vendor community whose

business relate to and/or support the information management profession.

GUIDING PRINCIPLES

1. Industry membership is issued for a one year term.

2. The membership does not convey the same rights as for a Regular individual member.

3. Industry membership is a non-voting membership and it does not convey rights to hold an

elected office.

4. Association Headquarters determines the benefits enjoyed by an Industry member.

5. Association Headquarters establishes the membership dues amount for an Industry member.

6. Individual memberships for employees of the Industry member are not included in the Industry

Membership.

(POL 3-026Pr) Membership - Industry Effective date: February 19, 2010



Cancelled date:

Reference: BD 03/2009

Cross reference: POL3-007

PROCEDURES

1. Organizations that qualify for Industry membership will complete an Industry Membership

application form that will be made available through the Member Services department at the

Association headquarters.

2. The scope of benefits, products and services that the organization will receive during each one

year membership term will be determined by the Association headquarters on an annual basis.

3. Industry membership is issued for a one year term. An extension for membership for an

additional one year term could be obtained by submitting a fresh application form.

(POL 1-021) Investments Programs Effective date: July 1, 2009

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Approval date: May 3, 2009 Last revised: May 3, 2009 Cancelled date: Reference: Bylaw III, Bylaw IV Sec.5(C) BD 10/1998 Cross reference: POL 1-010 POLICY ARMA International will have a clearly articulated investment program that allows the Association to accurately and effectively manage its day-to-day cash needs, meet expenses occurring as a result of unanticipated activities, and provide financial stability and cash flow to support its mission. GUIDING PRINCIPALS 1. ARMA has adopted the following statements to provide guidelines for the investment of funds held by the Association:

(a) Operating and short-term reserve funds investment policy statement (Exhibit A)

(b) Long term reserve fund investment policy statement (Exhibit B) 2. Definitions: Operating funds – those funds expected to be spent in the normal course of business during the current twelve-month budget cycle. Short term reserve fund – those funds held to meet expenses from unanticipated activities required of ARMA International to fulfill its mission. Long term reserve fund – those funds in excess of operating funds and short term reserve funds designed to maximize returns without exposure to undue risk and to provide financial stability and cash flow to support the mission of ARMA. No more than sixty-five percent (65%) of the total reserve funds will be in long term investments. The investment policy statements will be consistent with the current mission of the Association. 3. A registered investment manager may be retained to manage portions of ARMA International funds. (POL 1-021Pr) Investments Programs Effective date: July 1, 2013 Approval date: June 20, 2013 Last revised: June 20, 2013 Cancelled date: Reference: Bylaw III, Bylaw IV Sec.5(C) Cross reference: POL 1-010 PROCEDURES

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1. It is the responsibility of the Board of Directors, based on recommendations provided by the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) working with the committee that oversees financial planning, to set the amount to be used for these purposes.

2. To ensure that the investment policy statements are consistent with the current mission of

ARMA, and that they accurately reflect the current financial condition of the Association: (a) the CEO and the CFO will review the investment policy statements annually with the

Financial Planning Task Force, (b) the CEO and the Financial Planning Task Force will make recommendations for any

revisions or modifications to the investment policy statements to the Board of Directors.

3. A registered investment manager will be retained to manage portions of ARMA International

funds, including individually managed accounts and mutual funds (with the exception of money market mutual funds). From time to time, a new investment manager will be engaged. In this case, the CEO, working with executive management will:

(a) recommend to the Financial Planning Task Force that an investment manager should be hired or replaced,

(b) review the candidate(s) and make a recommendation to the Board of Directors, for a final candidate. The Board has the final approval.

(POL 1-021ExA) Investments Programs

OPERATING AND SHORT RESERVE FUNDS INVESTMENT POLICY STATEMENT

Purpose The purpose of the Operating Fund is to provide sufficient cash to meet the financial obligations of ARMA International in a timely manner. The purpose of the Short-Term Reserve Fund is to meet the expenses occurring as the result of unanticipated activities during the current twelve-month budget cycle. Investment Objectives The investment objectives of the Operating Fund and Short Term Reserve Fund are as follows:

1. Preservation of Capital 2. Liquidity 3. To optimize the investment return within the constraints of 1 and 2 above.

Investment Guidelines

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Allowable investments – Operating Fund Designated ARMA International staff (Chief Executive Officer (CEO) and the Chief Financial Officer (CFO)) are authorized to invest the ARMA Operating Fund as follows:

1. Money Market accounts which offer check writing services and pay interest. Use of a regular checking account should be restricted to a “just-in-time” balance to cover monthly expenses such as rent, payroll, utilities, etc.

2. Federally-insured Certificates of Deposit not to exceed $250,000 including interest at

commercial banks or saving and loan institutions;

3. Money Market Funds that invest in government-backed securities;

4. Direct Obligations of the U.S. government, its agencies and instrumentalities;

5. United States Government Discount Notes;

6. Repurchase agreements with financial institutions for the purchase of government-backed or agency obligations of the United States government, where physical delivery of the collateral is made to a third party; and

7. Banker’s Acceptances.

Maturity It is the responsibility of the CEO and the CFO to have sufficient allowable investment maturing to meet ARMA International’s financial obligations in a timely manner. Allowable investments – Short Term Reserve Fund only The CEO and the CFO are authorized to invest up to 50% of the Short Term Reserve Fund, in addition to the investments allowed above, as follows:

1. Mutual funds consisting of a portfolio of the following securities, provided that 100% of the securities in the fund are obligations of the U.S. government, its agencies or instrumentalities or collateralized by obligations of the U.S. government, its agencies and instrumentalities.

(a) Adjustable and floating rate mortgage securities which are issued or guaranteed by the

U.S. government, its agencies or instrumentalities. Investment in these securities may be through collateralized mortgage obligations, real estate mortgage investment conduits, or stripped mortgage securities.

(b) Other securities collateralized by or representing an interest in real estate mortgages whose interest rates reset at periodic intervals and are issued or guaranteed by the U.S. government, its agencies or instrumentalities.

Maturity

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The portion of the Short Term Reserve Fund designated above may have a weighted average maturity of 2.5 years or less. For purposes of determining maturity, the reset period on adjustable rate bonds shall be used to determine maturity. DIVERSIFICATION No more than 10% at time of purchase of the Operating Fund and Short Term Reserve Fund combined may be in the securities of any one issuer with the exception of obligations of the U.S. government, its agencies and instrumentalities, repurchase agreements collateralized by obligation of the U.S. government, its agencies and instrumentalities, and federally insured certificates of deposit. REPORTING The CEO and the CFO prepare a schedule of investments and their performance for presentation on a monthly basis for the financial planning task force, and on a quarterly basis for the task force that oversees financial planning. An annual report is presented to the Board of Directors at the time the Association’s audit is presented, outlining in detail the reserve fund portfolio, and a performance measurement for the concluding fiscal year to include, but not be limited to, the following indices: Consumer Price Index;

1. United States Treasury Bills; 2. Bill 30 day Index 3. Standard & Poor (S&P) 500 index 4. Dow Jones Industrial Index 5. Merrill Lynch, U.S. Corporation, and U.S. Government one to ten year A rated and above Index 6. MSCI EAFE Index

(POL 1-021ExB) Investments Programs

LONG TERM RESERVE FUND

INVESTMENT POLICY STATEMENT

Purpose

The purpose of the ARMA International Long Term Reserve Fund is to:

• Provide financial stability and cash flow to support the mission of the Association;

• Reduce the volatility of the cash stream from the Long Term Reserve Fund available to fund

ARMA International’s operating budget from using a policy of spending income only; and

• Provide a cash flow that will grow over time, thereby helping to offset the effects of inflation on

the purchasing power of the available cash flow.

Investment Objectives

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The objectives of ARMA International’s Long Term Reserve Fund Investment Policy include maximizing

interest and dividend returns on accumulated cash reserves while, at the same time, attaining a proper

and responsible balance among the factors of safety, liquidity and yield.

The objectives of the account should be pursued as a long-term goal designed to maximize the returns

without exposure to undue risk, as defined herein. Whereas it is understood that fluctuating rates of

return are characteristic of the securities markets, the greatest concern should be long-term

appreciation of the assets and consistency of total portfolio returns. The expectations of the account

are to meet or exceed the results of the indices that most closely match the components of the

investment portfolio during the same time period.

Investment Guidelines

The investment policies and restrictions presented in this statement serve as a framework to achieve

the investment objectives at a level of risk deemed acceptable to the Association. These policies and

restrictions are designed to minimize interfering with efforts to attain overall objectives, and to

minimize excluding any appropriate investment opportunities. The policy allows substantial discretion

in the asset allocation and diversification of the asset for the purposes of increasing investment returns

and/or reducing risk exposure. The investment manager of these funds has broad responsibility to shift

the commitment of assets among asset classes, industry sectors and individual securities to pursue

opportunities presented by long-term secular changes within the capital markets.

TARGET ASSET MIX

Asset Class Minimum Weight Target Weight Maximum Weight

Cash & Equivalents 0% 0% 10%

Equity 30% 60% 75%

Fixed Income 30% 40% 50%

Equities

The equity portion of the portfolio should be maintained at a risk level roughly equivalent to that of the

equity market as a whole, with the objective of exceeding its results as represented by the S&P 500 net

of fees and commissions. Equity holding may be selected from the New York, American or NASDAQ

markets. Convertible securities may be purchased as equity surrogates. These holdings must represent

companies meeting a minimum capitalization requirement of $500,000,000 with high market liquidity.

The investment manager is prohibited from investing in anything not included in the Target Asset Mix

table above, including but not limited to:

1. Private placements;

2. Letter Stock;

3. Securities whose issuers have filed a petition for bankruptcy.

The investment manager is prohibited from engaging in:

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1. Short sales;

2. Margin transactions; and

3. Any speculative investment activities.

The above guidelines give the investment manager full responsibility for security selection and

diversification, subject to a maximum 5% commitment at purchase or 10% commitment of the account’s

market value for an individual security and 20% for a particular industry.

Fixed Income

Investments in fixed income securities will be managed actively to pursue opportunities presented by

changes in interest rates, credit ratings and maturity premiums. The investment manager may select

from corporate debt securities and obligations of the U.S. government, its agencies and

instrumentalities. These investments will be subject to the following limitations:

1. The weighted average maturity of the portfolio must be 10 years or less with a maximum

maturity of 30 years for individual securities.

2. Investments in securities of a single issuer (with the exception of the U.S. government and its

agencies and instrumentalities) must not exceed 10% of the portfolio at cost.

3. Only corporate debt issues rated AA investment grade or better by Standard & Poor and

Moody’s may be purchased.

4. The fixed income portion of the portfolio must conform to the following asset mix guidelines:

Asset Quality Minimum Weight Maximum Weight

U.S. Government, Its Agencies 75% 100%

and Instrumentalities

U.S. Corporate Investment Grade or

Better

0% 25%

The investment manager is prohibited from investing in private placements, or from speculating in fixed

income or interest rate futures.

Performance Reporting

The CEO and the Controller prepare a schedule of investments and their performance for presentation

on a monthly basis for the financial planning task force.

An annual report is presented to the Board of Directors at the time the Association’s audit is presented,

outlining in detail the reserve fund portfolio, and a performance measurement for the concluding fiscal

year to include, but not be limited to, the following indices:

1. Consumer Price Index

2. U.S. Treasury Bill 30-day Index

3. Standard & Poor’s (S&P) 500 Stock Index

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4. Dow Jones Industrial's Index

5. Merrill Lynch, U.S. Corporation and U.S. Government one to ten year A-rated and above index

6. MSCI EAFE Index

(POL 1-020) Internal Revenue Service Reporting Requirements Effective date: May 1, 2010 Approval date: February 19, 2010 Last revised: February 19, 2010 Cancelled date: Reference: Cross reference: POLICY ARMA International includes its U.S. Chapters in its annual group federal tax return with the IRS. GUIDING PRINCIPLES

1. The Internal Revenue Service (IRS) has granted ARMA International and its U.S. chapters, as not-for-profit organizations, a group exemption from federal income tax on revenues from activities directly related to the primary reason for the not-for-profit classification.

2. Including chapters in the group return protects the tax-exempt status of ARMA International

and each U.S. chapter.

(POL 1-020Pr) Internal Revenue Service Reporting Requirements Effective date: February 20, 2014 Approval date: February 20, 2014 Last revised: July 16, 2010 Cancelled date: PROCEDURES

1. To ensure ARMA International does not engage in activities that could jeopardize its tax exempt status, the Association will conduct period reviews of the following areas, at a minimum:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management

organizations conform to ARMA International’s written policies, are properly recorded, reflect reasonable investment or payment for goods and services, and do not result in inurement, impermissible private benefit or excess benefit transactions.

2. As provided in the ARMA International group exemption letter issued by the IRS, ARMA

International may include only those Regions and Chapters that have authorized ARMA International in writing to include them and have provided all financial information required to

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be included in the Form 990 group return. To avoid fines assessed by the IRS, it is imperative that all U.S. Regions and Chapters are included.

3. The Form 990 will be reviewed and updated by the tax preparers for ARMA International and distributed to all Regions and Chapters in May prior to the end of the fiscal year which is to be reported.

4. This form must be completed regardless of the amount of gross revenue.

5. This form should be completed by the Region Director or Chapter Treasurer and signed to

indicate that it was completed properly.

6. The Region Director/Chapter President or another designated chapter officer must review, sign, date and mail the completed Financial Information Form to ARMA Headquarters no later than August 1 each year. It is imperative that Regions and Chapters not file IRS forms themselves. Financial information should be submitted to ARMA Headquarters for analysis of data and preparation of returns.

7. The IRS will assess a penalty of $10 per day or a maximum of $5,000 for each Chapter not

reported on a Form 990. A Region or Chapter is then required to file IRS forms on its own and is responsible for any applicable fees.

(POL 3-001) Official Business Language Effective date: May 1 1, 2010 Approval date: February 19, 2010 Last revised: February 19, 2010 Cancelled date: Reference: BD 07/1991 Cross reference: POL 3-018 POLICY The official business language of ARMA International is English. GUIDING PRINCIPLES

1. The name “ARMA International” is a registered trademark and as such is not subject to translation regardless of the environment in which it may be used.

2. Communications to Association officials or ARMA Headquarters should be in English.

3. Internal Region and/or Chapter communications must be in a language understood by all

members.

4. Association forms may be translated in content to an alternate language.

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(POL 3-001Pr) Official Business Language Effective date: June 29, 2012



Cancelled date:

Reference:


PROCEDURES

1. When “ARMA International” is used as an identifying heading on correspondence, instruments

of work, etc., it can be used only in its English form. When included in a section of text as a

description of the Association, there may be translation. When it is necessary to translate the

Association name for descriptive purposes, such translation must have the approval of the Chief

Executive Officer (CEO).

2. When there is sufficient demand to translate an Association publication into an alternate

language, a request for such consideration, including justification and a draft translation must be

submitted to the publications department at ARMA headquarters (see POL 3-018).

(POL 3-017) Leadership Development and Training Effective date: July 1, 2009



Cancelled date:

Reference: Leadership Task Force Report of February 2006

Cross reference:

POLICY

ARMA International maintains a training program to develop and enhance the leadership skills of

Association members and to attract future leaders to the Association. Strong leaders will benefit the

Association and also influence organizations regarding the professional skills of records and information

management practitioners.

GUIDING PRINCIPLES

1. Provide and coordinate leadership training that supports volunteer leaders and enhances their

skills through partnership with a professional training organization.

2. Develop content for leadership training that is relevant and cost-effective.

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3. Identify, develop and implement grant programs to regions and chapters that provide quality

leadership education to their members.

(POL 3-017Pr) Leadership Development and Training Effective date: July 1, 2009



Cancelled date:

Reference: Leadership Task Force Report of February 2006

Cross reference:

PROCEDURES

A task force may be created to manage the following tasks:

Leadership programming

1. Define strategic leadership training focus and recommend training programs.

2. Work directly with chapters and regions to identify needed content.

3. Identify and contract with professional partners to help develop and deliver training content.

4. Create leadership programming in a variety of formats, including online courses, and in-person

content presented at annual region meetings and the Annual Conference.

5. Preview and test all leadership programming.

6. Promote programming to the Association’s volunteer leaders and to the general membership as

appropriate.

7. Create feedback mechanisms to evaluate content and usage.

8. Update content as needed.

Grants programs

1. Identify, develop, promote and implement grants programs to regions and chapters that provide

quality leadership education to their members.

2. Maintain a process to apply for grants.

3. Collect applications for grants.

4. Select recipients for grants.

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5. Create feedback mechanisms to evaluate effectiveness of grants program.

6. Make recommendations for modifications to grants program, subject to Board approval.

(POL 3-011) Legislative and Public Policy Effective date: July 1, 2009 Approval date: May 3, 2009 Last revised: May 3, 2009 Cancelled date: Reference: BD 03/1994 Cross reference: POLICY ARMA International encourages the development and passage of legislation, at all levels of government, that supports the efficient management of information in all its forms. In addition, ARMA International will review and assess public policy issues that affect or influence ARMA and its members, and will respond to such issues, if appropriate. GUIDING PRINCIPALS

1. ARMA’s legislative and public policy interests are directed to: (a) Increasing the efficiency of information management systems. (b) Reducing the compliance burdens placed by government on the public. (c) Supporting the flow of information. (d) Protecting personal privacy, intellectual property rights, and proprietary information. (e) Promoting information education. (f) Preserving vital records and the information resources that document our heritage. (g) Promoting the further development and use of information technology and the

information infrastructure.

2. ARMA’s primary geographic areas of focus regarding legislative and public policy issues are the United States, Canada and Europe. However, ARMA will scan other areas of the world for legislative or public policy issues that are of major interest to the Association.

3. The Association and its members are encouraged to use this policy:

(a) to identify the broad legislative objectives that ARMA International supports, (b) as a guideline for examining specific proposals at all levels of government, (c) as an educational and outreach tool.

(POL 3-011Pr) Legislative and Public Policy

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(POL 3-007) Use of Association Name and Logo Effective date: May 1, 2010 Approval date: February 19, 2010 Last revised: February 19, 2010 Cancelled date: Reference: BD 06/1977, 10/1982, 07/1991, 03/1995, 11/2007 Cross reference: POLICY The Association is referred to as ARMA International, and carries on the business of the Association under this name. The ARMA International logo is a registered trademark of the Association of Records Managers and Administrators, Inc. The name and the logo of the Association are collectively referred to as the “Brand” of ARMA International. GUIDING PRINCIPLES

1. The Association is incorporated as the Association of Records Managers and Administrators, Inc. This name is only used to execute legal documents, in which case the Association will be identified as the “Association of Records Managers and Administrators, Inc., d/b/a ARMA International”.

2. ARMA International does not include a tag line in its name.

3. The Brand may not be used for any purpose without the express consent of ARMA International.

4. ARMA International reserves the right to control the use of its Brand. Authorization to use its

Brand may be selectively and/or collectively withdrawn at any time by ARMA International at its sole discretion.

(POL 3-022) Membership – Regular Effective date: Jul 1, 2013 Approval date: June 20, 2013 Last revised: May 10, 2010 Cancelled date: Reference: Bylaw I, Sec.1(A) Cross reference: POLICY ARMA International provides Association professional membership to duly qualified individuals in good standing with the Association. GUIDING PRINCIPLES

1. Professional members are entitled to full rights and benefits of ARMA International.

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2. Membership is effective the first day of the month following receipt of the completed application form together with membership dues amount in full, and expires after one year.

3. The membership dues amount is established by the Association Board of Directors.

4. Regular members may become members of a chapter on payment of the chapter dues.

(POL 3-022Pr) Membership – Regular Effective date: May 1, 2010



Cancelled date:

Reference: Bylaw I, Sec.1(A)

Cross reference:

PROCEDURES

1. Apply online - http://www.arma.org/join/apply.cfm, OR

2. Download the Membership Application form in pdf format from the ARMA International web

site - http://www.arma.org/pdf/membershipapp.pdf

3. The completed application form must be accompanied by the membership dues amount in full

and chapter dues, if applicable.

4. Member Services at ARMA Headquarters will confirm membership status directly to the

applicant or through a chapter, if a chapter was identified.

(POL 3-023) Membership – Student Effective date: July 1, 2013

Approval date: June 20,2013


Cancelled date:

Reference: Bylaw I, Sec.1(C)

Cross reference:

POLICY

ARMA International provides Associate membership to duly qualified individuals in good standing with

the Association.

GUIDING PRINCIPLES

1. Associate membership includes all member benefits enjoyed by a professional member except

for the following:

http://www.arma.org/join/apply.cfm

http://www.arma.org/pdf/membershipapp.pdf

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(a) voting rights in association elections

(b) right to hold an elected office

(c) discounts and offerings on products or services from partners

(d) complimentary access to entire library of on-demand web seminars.

2. Membership is effective the first day of the month following receipt of the completed

application form together with membership dues paid in full. Expires after one year.

3. The Association Board of Directors establishes the associate membership dues amount.

4. The chapter of the member’s choice determines chapter membership status and dues amount

for associate member.

(POL 3-023Pr) Membership – Student

(POL 1-007) Duties and Responsibilities – Secretary of the Corporation Effective Date: June 29, 2012


Last Revised: May 7, 2011

Cancelled date:

Reference: Bylaw IV, Sec.5(F);

BD 03/1997, 03/1998, 09/2002

Cross Reference: POL 1-006 Pr

POLICY

The duties of the Secretary of the Corporation of ARMA International are prescribed in the association

Bylaws and various association policies and procedures.

GUIDING PRINCIPALS

The corporate secretary:

1. Reports to the chief executive officer (CEO).

2. Serves as administration officer of the association.

3. Is a non-voting, ex officio member of the board of directors.

4. May lead or be a member of task forces as defined in various procedures, or as created by the

association in the ordinary course of business.

5. Is responsible for maintaining the records of the corporation.

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(POL 1-007Pr) Duties and Responsibilities – Secretary of the Corporation Effective Date: June 20, 2013


Last Revised: July 1, 2010

Cancelled date:

Reference: Bylaw II, Sec. 1, VII, Sec. F

BD 03/1997, 03/1998, 09/2002

Cross Reference: POL 1-006 Pr, POL 1-008 Pr

PROCEDURES

The secretary of the corporation of ARMA International is responsible for the following tasks:

1. Keeps a record of all meetings of the board of directors and posts the approved minutes to the

ARMA website for member information.

2. Keeps a record of all meetings of the general membership including the meeting of the

membership held at at a time and place determined by the board of directors via a two-thirds

2/3 vote.

3. Is a member of the following task forces, as defined in the procedures cross-referenced above:

(a) Election Management

(b) Outside Director Appointment

4. Maintains the policies and procedures of the association and posts on the ARMA website.

(POL 1-006) Duties and Responsibilities – Chief Executive Officer (CEO) Effective Date: June 20, 2013



Cancelled Date:


BD 10/1983, 04/2003

Cross Reference: POL 1-002 Pr

POLICY

The duties of the Chief Executive Officer (CEO) of ARMA International are prescribed in the association

bylaws, various association policies and procedures and the current CEO employment agreement and

job description.

GUIDING PRINCIPLES

The CEO:

1. Is the chief executive officer of the Association.

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2. Is a non-voting, ex-officio member of the Board of Directors.

3. May be a leader of or member of task forces as defined in various association procedures, or as

created by the association in the ordinary course of business.

4. Reports to the President of the Association.

5. Insures that the conduct of Association activities is in accordance with all applicable laws

and regulations as well as the Association Bylaws.

6. Along with the President implements the Association’s strategic plan and directs operations

in support of the plan.

(POL 1-006Pr) Duties and Responsibilities – Chief Executive Officer (CEO) Effective Date: June 20, 2013



Cancelled Date:


BD 10/1983, 04/2003

Cross Reference: POL 1-007, POL 1-018 Pr

PROCEDURES

The CEO of ARMA International is responsible for the following additional tasks:

1. Is a member of the Strategic Planning and Financial Planning Task Forces, as defined in the

procedures cross-referenced above.

2. Submits monthly activity reports to the board of directors.

3. Transfers association funds between financial institutions.

4. Signs contractual agreements to support the conduct of association business as approved by the

board of directors.

5. Makes monetary disbursements in support of financial obligations of the association.

6. Signs tax filings and other routine reports and transactions requiring the signature of a

corporate officer of the association.

7. Supervises the headquarters staff.

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(POL 1-004) Duties and Responsibilities – Immediate Past President Effective date: June 20, 2013 Approval date: June 20, 2013 Last revised: June 18, 2010 Cancelled: Reference: Bylaw IV, Sec. 5(D) BD 03/1997, 03/1998 POL 1-016 Cross reference: POLICY The duties of the immediate past president are prescribed in the association bylaws and various association policies and procedures. GUIDING PRINCIPLES The Immediate Past President:

1. Is a non-voting member of the board of directors, unless there is a tie vote among the voting members of the board.

2. Serves on task forces as defined in various procedures or as created by the association in the ordinary course of business.

3. Keeps the president and the board of directors fully informed at all times of such matters as are

in the best interests of ARMA.

4. Sets an example at all times for the RIM professional.

(POL 1-004Pr) Duties and Responsibilities – Immediate Past President Effective date: June 20, 2013



Cancelled:

Reference: Bylaw IV, Sec. 5(D)

Cross Reference: POL 1-008 Pr, POL 1-009 Pr

PROCEDURES

The immediate past president of ARMA International is responsible for the following task forces as

defined in the procedures cross-referenced above:

(a) Election Management

(b) Outside Director appointment

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(POL 1-002) Duties and Responsibilities – President Effective date: June 20,2013 Approval date: June 20, 2013 Last revised: June 29, 2012 Cancelled date: Reference: Bylaw IV, Sec.5(A); VII, Sec.3 POL 1-016 Cross reference: POLICY The duties of the President of ARMA International are prescribed in the association Bylaws and various association policies and procedures. GUIDING PRINCIPLES The president:

1. Is a voting member of the board of directors.

2. Sets the agenda for meetings of the board of directors.

3. May be a leader or member of a task force, either as defined in various procedures or as created by the association in the ordinary course of business.

4. Along with the Chief Executive Officer (CEO) implements the association’s strategic plan and

directs operations in support of the plan.

5. Keeps the board of directors fully informed at all times of such matters as are in the best interests of ARMA.

6. Speaks officially on behalf of ARMA.

7. Sets an example, at all times, for the RIM professional.

(POL 1-002Pr) Duties and Responsibilities – President Effective date: June 29, 2012 Approval date: June 29, 2012 Last revised: June 18, 2010 Cancelled date: Reference: Bylaw IV, Sec.5(A); VII, Sec.3 BD 01/1992, 03/1994, 03/1997, 03/1998, 09/2002, 10/2009 POL 1-016 Cross reference: POL 1-019 Pr, POL 3-016 Pr PROCEDURES

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The President of ARMA International is responsible for the following additional tasks:

1. Monitors the performance of the CEO.

2. Passes on to the succeeding president a personnel file of the two most recent CEO employment agreements and employee performance evaluation reports.

3. Authorizes expenditures of ARMA only in accordance with a specific budget item as approved by

the board of directors.

4. Signs any contracts and agreements associated with the position of the CEO. 5. In the event of a time-sensitive issue that requires a decision of the board, but where a quorum

cannot be established in a timely fashion, has the authority to act on behalf of the board. The president notifies the board via e-mail of the intent to act on behalf of the board including the action contemplated and does not take action for a period of 24 hours from the time of notice to allow the board time to comment. Once the president has acted he/she briefs the full board at the soonest possible opportunity.

6. Leads the following task forces, as defined in the procedures cross referenced above: (a) CEO Compensation (b) Awards

(POL 1-003) Duties and Responsibilities – President Elect Effective date: June 20, 2013 Approval date: June 20,2013 Last revised: June 18, 2010 Cancelled date: Reference: Bylaw IV, Sec. 5(B) POL 1-016 Cross reference: POL 1-002 POLICY The duties of the president elect of ARMA International are prescribed in the association bylaws and various association policies and procedures. GUIDING PRINCIPLES The president elect:

1. Is a voting member of the board of directors.

2. May be a leader or a member of task forces, either as defined in various procedures or as created by the association in the ordinary course of business.

3. Assumes all of the duties of the president during his/her absence or inability to perform his/her

duties as president.

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4. Assists the president with duties as requested.

5. Keeps the president and the board of directors fully informed at all times of such matters as are

in the best interests of ARMA.

6. Sets an example at all times for the RIM professional.

(POL 1-003Pr) Duties and Responsibilities – President Elect Effective date: June 20, 2013 Approval date: June 20, 2013 Last revised: June 29, 2012 Cancelled date: Reference: Bylaw IV, Sec. 5(B), POL 1-016 Cross reference: POL 1-002, POL 1-018 Pr, POL 1-019 Pr, POL 3-019 Pr PROCEDURES The president elect of ARMA International is responsible for the following additional tasks: Participates in the following task forces, as defined in the procedures cross referenced above:

• Strategic Planning Task Force (leader) • CEO Compensation Task Force (member) • Annual Conference Programming (ex officio)

(POL 1-005) Duties and Responsibilities – Treasurer Effective date: June 20, 2013 Approval date: June 20,2013 Last revised: June 18, 2010 Cancelled: Reference: Bylaw IV, Sec. 5(C), BD 09/1985, 03/1990, 07/1991, 10/93, 03/1994, 03/1997, 04/2001, 12/2002 POL 1-016 Cross reference: POLICY The duties of the treasurer of ARMA International are prescribed in the association bylaws and various association policies and procedures. GUIDING PRINCIPLES The treasurer:

• Is a voting member of the board of directors.

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• May lead or be a member of task forces as defined in various procedures, or as created by the association in the ordinary course of business.

• Monitors the financial position of the association and advises the board of directors regarding the budget, dues structure, and other financial conditions affecting the association.

• Ensures that ARMA's legal, financial, and fiduciary duties are met. • Follows generally accepted accounting rules in the performance of the duties of the office. • Keeps the president and the board of directors fully informed at all times of such matters as are

in the best interest of ARMA. • Sets an example at all times for the RIM professional.

(POL 1-005Pr) Duties and Responsibilities – Treasurer Effective date: June 29, 2012 Approval date: June 29, 2012 Last revised: June 18, 2010 Cancelled: Reference: Bylaw IV, Sec.5(C), BD 09/1985, 03/1990, 07/1991, 10/93, 03/1994, 03/1997, 04/2001, 12/2002 POL 1-016 Cross reference: POL 1-010 Pr, POL 1-022 Pr Procedures The treasurer of ARMA International is responsible for the following additional tasks:

1. Serves on the following task forces as defined in the procedures cross-referenced above: (a) Chair, Financial Planning Task Force (b) Chair, Internal Audit (c) Member, CEO Compensation Task Force

2. Provides a copy of the annual financial audit report to each member of the board of directors.

3. Reviews monthly financial and variance reports as submitted by the Chief Financial Officer.

4. Performs other tasks as assigned by the president and/or board of directors.

(POL 1-017) Policy Development and Maintenance Effective date: May 1, 2010



Cancelled date:

Reference: Bylaw VII, Sections 5(3) & (7)


POLICY

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The Board of Directors of ARMA International will develop, approve and manage the policies and

procedures that guide the Association to achieve its strategic goals and mission critical results as

prescribed in the Bylaws of the Association.

GUIDING PRINCIPLES

1. The Board of Directors is delegated with the responsibility to translate Board decisions and

statements into effective policies, and to establish other policies as the Board deems necessary.

2. The Board of Directors is responsible for the approval of the policies. Board approval is not

required for revisions to existing procedures and/or exhibits.

3. The policies and procedures are binding upon the Board of Directors of the Association, the

Region and Chapter leadership, all members of ARMA International and the staff at ARMA

Headquarters.

(POL 1-017Pr) Policy Development and Maintenance Effective date: June 20, 2013 Approval date: June 20, 2013 Last revised: February 19, 2010 Cancelled date: Reference: Bylaw VII, Sec. 5(3) & 5(7) Cross reference: POL 1-010 PROCEDURES The Board of Directors may create a task force to manage the following tasks:

1. Review the policies and procedures of the Association annually.

2. Ensure that Board decisions and statements are translated into policies where applicable, and new policies and procedures are established where the Board deems those necessary.

3. Revise current procedures and/or exhibits, as and when required.

4. Ensure that all policies and procedures are organized appropriately and follow established formats and styles (see Exhibits attached).

5. Submit new policies and/or revised policies to the Board as an agenda item at the next in-person

meeting of the Board. Board approval is not required for revised procedures and/or exhibits. (See POL 1-010 for procedures on submitting agenda items to the Board.)

6. Post the new and revised policies and procedures on the Association web site.

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7. Ensure that the Board of Directors, region and chapter leadership, Association members and staff at ARMA Headquarters have access to the policies and procedures electronically via the Association web site.

(POL 1-017ExA) Policy Development and Maintenance

ORGANIZATION OF POLICIES The Policies and Procedures are organized into three major categories. They are: Part 1 Governance Policies and procedures relating to the governing body of ARMA International, its structure, its duties and responsibilities, and its overall fiduciary and administrative responsibilities. Policies under Part 1 are identified by numeric 1 followed by a three digit sequential number. Part 2 Regions and Chapters Policies and procedures relating to the administration of ARMA International Regions and Chapters as they relate to the Board of Directors. Policies under Part 2 are identified by numeric 2 followed by a three digit sequential number. Part 3 Association and Headquarters Policies and procedures relating to the administration of the ARMA International headquarters office as they relate to the Board of Directors, including membership. Policies under Part 3 are identified by numeric 3 followed by a three digit sequential number.

(POL 1-017ExB) Policy Development and Maintenance

How to read Policies and Procedures The general layout of each Policy is as follows: Part and Section: The location where the policy is placed for ease of reference and access. Policy number and title: A sequential number assigned to the policy. The title of the policy clearly but briefly states the purpose of the policy. Effective date: The date on which the Policy comes into effect. Approval date:

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The date on which the Board of Directors approved the policy or its revision. Last revised date: The date on which the Policy was last revised, usually the date on which the Board approved the Policy. Cancelled date: The date on which the Policy was cancelled. Reference: Bylaws, Board decisions (BD) and any other documents that support the creation, revision and/or cancellation of the Policy. Cross reference: Other policies and procedures that refer to the subject Policy. Policy: A high level overall statement which captures the general purpose of the policy. Guiding principles: Broad philosophy that supports the Policy throughout its life. A Policy may be followed by procedures and exhibits where applicable, and are identified as follows: Pr after the policy number. The procedures set out the method and actions for accomplishing the policy. Ex after the policy number. The exhibits are documentation and forms that support the policy and procedures.

(POL 1-017ExC) Policy Development and Maintenance

INDEX OF POLICIES & PROCEDURES

PART 1 - GOVERNANCE

SECTION: Governing Body

POL 1-001 Duties and responsibilities – Board of Directors

POL 1-002 Duties and responsibilities – President

POL 1-003 Duties and responsibilities – President-Elect

POL 1-004 Duties and responsibilities – Immediate Past-President

POL 1-005 Duties and responsibilities – Treasurer

POL 1-006 Duties and responsibilities – CEO

POL 1-007 Duties and responsibilities – Secretary of the Corporation

POL 1-008 Nomination and election - Officers and Directors

POL 1-009 Nomination and appointment - Outside Directors

POL 1-010 Meetings of the Board - Regular

POL 1-011 Assimilation of incoming Board members

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POL 1-012 Board self-assessment

POL 1-013 Board member code of conduct

SECTION: General Administration

POL 1-014 Articles of Incorporation

POL 1-015 Bylaws of ARMA International

POL 1-017 Policy development and maintenance

POL 1-018 Strategic planning

POL 1-019 CEO compensation

SECTION: Financial Administration

POL 1-020 Internal Revenue Service reporting requirements

POL 1-021 Investments programs

POL 1-022 Internal audit

POL 1-023 Financial planning

POL 1-024 Membership dues

PART 2 - REGIONS & CHAPTERS

SECTION: Governing body

POL 2-001 Duties and responsibilities - Region Advisory Board


POL 2-002 Region boundaries and chapter alignment

POL 2-003 Revocation of chapter charter

PART 3 - ASSOCIATION & HEADQUARTERS


POL 3-001 Official business language

POL 3-002 Official spokesperson

POL 3-003 Code of professional responsibility

POL 3-004 Conflict of interest

POL 3-005 Disciplinary action

POL 3-006 Association calendar

POL 3-007 Use of Association name and logo

POL 3-008 Endorsement of goods or services including affinity programs

POL 3-009 Records management

POL 3-010 Antitrust compliance

POL 3-011 Legislative and public policy

POL 3-012 Proprietary data

POL 3-013 Standards development

POL 3-014 Affiliations

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POL 3-015 Solicitation of contributions and gifts

POL 3-016 Recognition awards program

POL 3-017 Leadership development and training

POL 3-018 Publications development and publishing

POL 3-019 Conference program planning

POL 3-027 Confidentiality

SECTION: Financial Administration

POL 3-020 Travel expense

POL 3-021 Acceptance of honoraria or fees

SECTION: Membership Administration

POL 3-022 Membership – Regular

POL 3-023 Membership – Student

POL 3-024 Membership – Retired

POL 3-025 Membership – Honorary

POL 3-026 Membership – Industry

(POL 1-017ExD) Policy Development and Maintenance

(POL 3-012) Proprietary Data Effective date: June 29, 2012



Cancelled date:

Reference:

Cross reference:

POLICY

All surveys, reports, studies or similar efforts undertaken by ARMA International are the property of the

Association, and the data contained therein will not be published or distributed without prior approval

of the Chief Executive Officer (CEO) with notification to the Board of Directors.

GUIDING PRINCIPLES

1. Results of surveys soliciting data from members are not to contain company or individual

names, and will be in compliance with antitrust guidelines.

2. Any publication of survey results is copyright protected by ARMA International. All copyright

protected materials contain the following statement:

137

“This publication may not be reproduced, stored in a retrieval system, or transmitted in whole or

in part, in any form or by any means, electronic, mechanical, photocopying, recording, or

otherwise, without prior written permission from ARMA International.”

3. The distribution of materials amongst members of any task force developing the study is

permitted, but task force members are required to protect the proprietary nature of such

information.

4. Public release or announcement is determined by the CEO in consultation with the ARMA

headquarters liaison serving as staff representative to the task force.

(POL 3-018) Publications Development and Publishing Effective date: July 1, 2009



Cancelled date:

Reference: Bylaw IX

BD 03/1991, 03/1992, 07/1992, 03/1994, 03/1996, 03/1997

Cross reference: ARMA’s Author’s Primer (for non-serial publications), and

Author’s Guidelines for Information Management

POLICY

ARMA International develops and publishes serial and non-serial publications to meet ARMA’s strategic

goals to advance the records and information management profession and professional.

GUIDING PRINCIPLES

1. The Association scans the environment continually to identify topic areas for publications that

are relevant and timely for the records and information management profession and the

professional.

2. The Publications Department at ARMA headquarters guides publication efforts for ARMA

International and coordinates with other content-producing functional areas at headquarters to

ensure consistency in all ARMA publications.

3. Publications will be in print or other media, as appropriate.

(POL 3-018Pr) Publications Development and Publishing Effective date: July 1, 2009



138

Cancelled date:

Reference: Bylaw IX

BD 03/1991, 03/1992, 07/1992, 03/1994, 03/1996, 03/1997

Cross reference: ARMA’s Author’s Primer (for non-serial publications), and

Author’s Guidelines for Information Management

PROCEDURES

The Committee responsible for the strategic identification of content, delegates to the headquarters

director who oversees publication development and publishing, the creation of an editorial board (i.e.,

"task force") to manage the following tasks. This task force is lead by the headquarters director.

Planning:

1. Develop ARMA’s annual book publishing agenda and magazine editorial plan, each of which

identifies major topic areas for which additional books and articles need to be developed.

2. Prioritize the list of topics and develops book pre-proposals or magazine abstracts for the most

important topic areas.

3. Create an annual editorial plan for both serial and for non-serial publications, each of which lists

topic areas and timelines for articles and manuscripts to be developed. Throughout the year,

amend the editorial plans based on Association business needs.

4. Create an annual editorial calendar that lists deadlines for various titles under development.

Throughout the year, amend the calendar based on Association business needs.

5. Continually scan the environment to ensure that new topic areas are discussed and are added as

necessary to the publishing agenda throughout the year.

6. Continually look for publications offered by others that ARMA could broker to fill a gap

identified on the publishing agenda.

(a) Request a review copy of the potential book to be brokered and forward it to a task

force member to review and make a recommendation about offering it for sale to ARMA

members and customers.

(b) If recommended, negotiate a resell agreement with the book’s publisher and add the

title to the online bookstore.

7. Communicate regularly to keep projects moving and continually develop the publishing agenda.

8. Meet regularly with other content-producing functions (for example, Standards and Education)

to ensure project efforts are consistent, complementary and not redundant.

Developing:

1. Seek and contract with authors to write books and articles.

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2. Create and maintain proposal and manuscript development guidelines for authors of serial and

non-serial publications.

3. Receive and distribute to the taskforce solicited and unsolicited book and article proposals for

review against criteria that include relevance, accuracy, sufficiency of scope, and neutrality.

4. Receive and distribute to the taskforce completed draft articles and book manuscripts for

review against specific criteria outlined in ARMA’s author guidelines for serial and non-serial

publications. Subject book manuscripts to a double-blind review (reviewers don’t know who the

author is, and the author does not know who the reviewers are).

5. Review and consolidate reviewer comments to authors outlining mandatory changes and

suggestions for the author to consider.

6. Receive and review revised, final articles and manuscripts to ensure review comments have

been addressed. If not, return the revised article or manuscript for revision in order to move

forward to production.

Production:

Oversee editing, composition, and production of magazines and books. Based on the need for

additional resources, engage and oversee freelance editors and graphic artists.

Marketing

1. Sales staff create and maintain an annual rate card which sets forth guidelines for advertising

content and rates for serial publications.

2. Publications staff ensure that books and magazines are available through the ARMA website and

other appropriate outlets.

Marketing staff ensure that books are promoted to internal and external audiences.

(POL 3-016) Recognition Awards Program Effective date: July 1, 2009



Cancelled date:

Reference: BD 09/1991, 03/1993, 10/1995, 10/1997, 03/1998, 04/2002, 10/2006

Cross reference:

POLICY

140

ARMA International will have a quality awards program that provides recognition for excellence based

on contributions to the Association and to the profession.

GUIDING PRINCIPLES

1. Awards will be conferred in an impartial and objective manner.

2. Awards judges will represent the geographic regions of ARMA International.

3. Awards judges may work with other independent juries to determine appropriate award

recipients.

4. The Board of Directors defines the awards that are conferred and may make changes to awards

as appropriate.

5. The presentation of Association awards will be an annual event at the Annual Conference.

(POL 3-016Pr) Recognition Awards Program Effective date: July 1, 2009


Last revised: January 10, 2011

Cancelled date:

Reference: BD 09/1991, 03/1993, 10/1995, 10/1997, 03/1998, 04/2002, 10/2006

Cross reference:

PROCEDURES

A task force will be created to manage the processes associated with the annual awards program.

Composition of task force

President (task force leader)

President-Elect (optional)

A representative from Member Services at headquarters (staff liaison)

Minimum five (5) but not more than seven (7) members representative of the ARMA Regions. No more

than one representative from each Region.

NOTE: The President will be the Immediate Past President when the awards are conferred.

Responsibilities of the task force

1. Receive and evaluate awards submissions based on the awards categories defined by the Board

of Directors.

141

2. Determine awards recipients based on the criteria defined for each awards category by the

Board of Directors.

3. Preside over the annual awards event and present the awards to the recipients at the Annual

Conference, ensuring that each individual or group is recognized appropriately.

Timeline for Awards Process

The processes associated with the awards program are time sensitive. Staff liaison will assist the task

force by creating an annual timeline that defines due dates for each step in the process below, and

ensure that each step is completed in a timely manner. Critical deadlines will include:

1. communicating deadlines for nominations to chapters and members

2. receiving nominations from chapters and members

3. receiving required information from awards nominees

4. scheduling conference calls and other meetings to evaluate nominations

5. scheduling due dates for scoring all entries

6. placing orders for awards

7. planning, coordinating, and managing the awards event at conference

8. distributing results to the chapters after the conference

9. ensuring proper recognition on the ARMA International website.

Judges

In addition to the President, judges will include:

1. At least five, but no more than seven, member representatives from among ARMA’s Regions.

2. No more than one representative will come from each region.

3. Judges will serve for one year, but one judge will serve for an additional year to provide

continuity for the next year’s awards program.

4. Serving a partial term is the same as serving a full term.

5. Vacancies among the judges are filled by appointment by the President with no ratification

required.

6. The President may replace any judge for failure to perform tasks as assigned.

(POL 3-016ExA) Recognition Awards Program http://www.arma.org/who-we-are/awards

(POL 3-009) Records Management Effective date: June 29, 2012 Approval date: June 29, 2012

http://www.arma.org/who-we-are/awards

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Last revised: May 1, 2012 Cancelled date: Reference: Cross reference: POLICY All records created and received by ARMA International are the property of the Association. The Association retains records that constitute evidence of business transactions conducted during the normal course of its business based on legal, operational, fiscal, and administrative requirements. GUIDING PRINCIPLES

1. The Chief Executive Officer (CEO) is responsible for the management of the official records of ARMA International.

2. The final disposition of the records is carried out according to the provisions of the Records

Retention Schedule of the Association.

(POL 3-009Pr) Records Management Effective date: June 20, 2013 Approval date: June 20, 2013 Last revised: June 19, 2012 Cancelled date: Reference: BD 04/1088, 03/1990 Cross reference: PROCEDURES

1. The Chief Executive Officer (CEO) delegates the day-to-day management of the Association’s records and the authority to update the Association’s Records Retention Schedule to an appropriate staff member at ARMA headquarters.

2. The Records Retention Schedule applies to records created or received by:

(a) ARMA Headquarters (b) Board of Directors of ARMA International

3. The CEO ensures compliance with the approved Records Retention Schedule.

4. The elected officers of the Association at the end of their term, will transfer their records to the

incoming officers or to ARMA headquarters if the active retention is satisfied.

5. Chapters that dissolve forward their records to ARMA headquarters where further disposition is determined based on the provisions of Records Retention Schedule.

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The Association Records Retention and Disposition Schedule is attached as an Exhibit.

(POL 3-009ExA) Records Management

ARMA International

RECORDS RETENTION AND DISPOSITION SCHEDULE

Alphabetic Listing

Records Series Code

Records Series Title Responsible Department

Total Retention Period

Vital Record?

01.010000

Accounts Receivable Conference Registration Invoices Paid Purchase Order

FINANCE 6 years Yes

02.010000 Activity Reports Committees Headquarters

CORPORATE 3 years

04.010000 Administrative Letters

CORPORATE 10 years after

superseded

06.010000 Advertisement/Clippings MARKETING 3 years

06.090000

Affiliations/Strategic Alliances Partner Files Research Files

MARKETING 5 years

06.020000 Annual Report MARKETING Life of Association

04.020000 Articles of Incorporation CORPORATE Life of Association Yes

01.020000

Audit Reports Audit Schedule Final Audit Report

FINANCE 6 years Yes

02.021000 Awards - Applications

MEMBER SERVICES 1 month after Annual

Conference

02.022500 Awards - Company of Fellows MEMBER SERVICES Life of Association

02.022000 Awards - Winning Submissions MEMBER SERVICES 3 years

01.030000 Bank Statements FINANCE 6 years

06.030000 Brochures/Catalogs (retain 2 copies each)

SALES 3 years

01.040000 Budgets FINANCE 3 years

04.030000 Bylaws CORPORATE Life of Association Yes

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02.062000 Certificates of Destruction

CORPORATE 10 years after records

are destroyed

04.040000

Charters Chapters Regions

MEMBER SERVICES Life of Association

Yes

01.041000 Check Stubs/Copies of Checks FINANCE 2 years

07.110100

Competency Survey & Assessment Self Assessment Results for Members

EDUCATION 5 years

07.110000

Competency Survey & Assessment Survey Development Activities

EDUCATION 3 years after superseded

07.020000

Conference & Exhibition: Call for Presentations Evaluations Session Monitor Project Files


07.023000

Conference & Exhibition: Participant Acceptance Forms Session Evaluation Summary Reports

EDUCATION 4 years

03.010000 Conference and Exhibition Files EDUCATION 3 years

03.020000

Conference Program Brochures/Publications (retain 2 copies each)

EDUCATION Life of Association

08.011000 Conference Project Files PUBLICATIONS 2 years

08.010000

Conference Speaker Materials Handouts Presentations Proceedings

PUBLICATIONS Life of Association

07.026000 Continuing Education Opportunities File

EDUCATION Current

04.050000 Contracts/Leases

CORPORATE 6 years after contract

expires Yes

04.060000 Copyrights CORPORATE Life of Association Yes

02.030000

Correspondence (General) Ad Hoc Associations (Other) Chapters Committees & Publications Headquarters Officers Regions

CORPORATE 3 years

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07.030000 Correspondence Course Project Files


07.031000 Correspondence Course Student Files

EDUCATION 5 years after enrollment

01.060000 Deposit Advices Miscellaneous Deposits

FINANCE 6 years

07.051000 Directory Project Files EDUCATION 2 years

01.070000

Disbursements A/P Invoice Escrow Expense Reports

FINANCE 6 years

05.010000

EE/ER Benefit & Plan Year Due Diligence EE Lawsuits Training Schedules

HUMAN RESOURCES 6 years after contract

expires

02.031000

Elections/Nominations Ballots List of Elected Officers

CORPORATE 3 years

02.035000 Email Messages Inbox & Sent Items

CORPORATE 90 days maximum

01.050000 Financial Reports Balance Sheet General Ledger Income Statement Journal Entry Projections Trial Balance & Supporting Documentation

FINANCE 6 years Yes

01.081000 Fixed Asset File

FINANCE 3 years after asset

disposal Yes

07.011000 Group Manual


07.010000 Group Project Files EDUCATION 2 years

08.070000

Information Management Journal (retain 2 copies of each issue)


02.040000

Insurance Policies Director's/Officers Liability Property

FINANCE 6 years after contract

expires

Yes

01.031000 Investment Statements FINANCE 6 years Yes

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05.020000

Job Candidate Information Applications and Resumes

Job Advertisements

HUMAN RESOURCES 4 years

1 year

05.025000 Job Descriptions HUMAN RESOURCES Until superseded

08.061000 Member Survey Project File MEMBER SERVICES 3 years

08.060000 Member Survey Report MEMBER SERVICES 10 years

08.070000 Membership Application MEMBER SERVICES 2 years

04.070000 Membership Lists (year end only)

MEMBER SERVICES 10 years

04.080000 Minutes/Agendas, Board of Directors Meetings

CORPORATE Life of Association

Yes

07.100000 On-Line Courses (Project Files)


07.101000 On-Line Courses (Student Files)

EDUCATION 5 years after

expiration

04.090000 Operating Manuals

CORPORATE 10 years after

superseded Yes

05.030000 Payroll Records

FINANCE 6 years after

employee terminates Yes

05.031000 Payroll Taxes/Withholding FINANCE 6 years Yes

04.061000 Permission to Reprint PUBLICATIONS 10 years

04.100000 Permit to do Business CORPORATE 2 years Yes

05.040000 Personnel Files

HUMAN RESOURCES 6 years after

employee terminates Yes

06.050000 Photographs MARKETING Life of Association

03.030000 Planning Manual

EDUCATION 1 year after superseded

05.050000

Policy & Procedure Manual Employee Handbook Harassment Use of Drugs and Alcohol

HUMAN RESOURCES 10 years after

superseded

Yes

06.050000 Policy Briefs/News Broadcasts (WPB, CPB, EUPB, etc.)

MARKETING Life of Association

06.080000 Press Releases MARKETING 5 years

06.070000 Proclamations Certificates of Appreciation

MARKETING 3 years

08.081000 Salary Survey Project File PUBLICATIONS 10 years

08.080000 Salary Survey (retain 2 copies)

PUBLICATIONS 10 years after

superseded

07.070000 Seminar Project EDUCATION 3 years

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Correspondence

08.080000 Serial Publications (retain 2 copies of each issue)


03.040000 Site Reports (Unselected) EDUCATION 3 years

07.090000 Speakers' Bios EDUCATION Current

07.071000 Speaker's Directory EDUCATION 2 years

04.200000 Strategic & Operating Plans CORPORATE Life of Association Yes

02.080000 Studies/Reports CORPORATE Life of Association

01.110000

Tax Reports/Records Association Tax Returns Group Tax Returns Property Tax Returns

FINANCE 6 years Yes

05.060000 Temporary Help File HUMAN RESOURCES 2 years

04.120000 Trademarks/Logos CORPORATE Life of Association Yes

04.130000 Training Course Material CORPORATE Until superseded

05.032000 Worker's Compensation Files HUMAN RESOURCES 10 years

(POL2-002) Region Boundaries and Chapter Alignment Effective date: June 29, 2012


Last revised: May 1,2010

Cancelled date:

Reference: Bylaw II, Sec. 1 & 2

BD 03/1998

Cross reference:

POLICY

The Board of Directors of ARMA International defines the geographic boundaries of regions for the

purpose of communication and collective action by members of the Association within the defined

regions.

GUIDING PRINCIPLES

1. Groups of ARMA members within regions may charter chapters for purposes of communication

and collective action.

2. A chapter may align itself with a region other than the one in which it is geographically located if

it is feasible to do so for economic and geographic reasons.

3. The Chief Executive Officer (CEO) approves chapter charters on behalf of the Board of Directors

of ARMA International.

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(POL2-002Pr) Region Boundaries and Chapter Alignment Effective date: February 20, 2014 Approval date: February 20, 2014 Last revised: May 1, 2010 Cancelled date: PROCEDURES ARMA International establishes regions for purposes of providing member services, including education and training (see Exhibit A). Chapter alignment: Notwithstanding regional boundaries, a chapter may align itself with a region other than the one in which it is geographically located. This may be done where economically and geographically feasible to improve the servicing of the chapter. For a chapter to align itself with a different region:

(a) the board of directors of the chapter seeking such alignment communicates its desire for alignment with a different region to Member Services at ARMA headquarters.

(b) the Member Services staff investigates the feasibility of the change in chapter alignment by communicating with leaders of the chapter(s) involved and the Region Director's of current and proposed region.

(c) Member Services approves or disapproves the request based on the information obtained in the

course of the investigation. If approved, the chapter becomes part of the region with which it aligned itself for purposes of reporting, funding, contributing to the region fund, and the like. This alignment remains in effect until the chapter or Region Director requests otherwise.

(POL2-002ExA) Region Boundaries and Chapter Alignment

POL2-002ExA

DIVISION BY REGIONS

Mid-Atlantic Region Southwest Region Delaware Arkansas Maryland Louisiana North Carolina New Mexico

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Pennsylvania Oklahoma South Carolina Texas Virginia Washington, D.C. Pacific Region West Virginia Arizona California Great Lakes Region Hawaii Illinois Nevada Indiana Utah Kentucky Michigan Northeast Region Ohio Connecticut Wisconsin Maine Massachusetts Midwest Rocky Mountain Region New Hampshire Colorado New Jersey Iowa New York Kansas Rhode Island Minnesota Vermont Missouri Montana Great Northwest Region Nebraska Alaska North Dakota Idaho South Dakota Oregon Wyoming Washington Southeast Region Canada Alabama All Provinces and Territories Florida Georgia Europe Mississippi All countries in the European Union Puerto Rico International All other countries outside of North America and European Union

(POL 2-001) Duties and Responsibilities – Region Advisory Board Effective date: February 20, 2014



Cancelled date:

POLICY

150

ARMA International's Region Advisory Board is comprised of Region Directors and Chapter Advisors who

provide support and facilitate communication between ARMA chapters and the Association to ensure

chapter success.

GUIDING PRINCIPLES

The Region Advisory Board provides important information and operational support to the chapters.

The Board of Directors of ARMA International and ARMA headquarters receive accurate feedback from

members and chapters through direct contact with the Region Directors and Chapter Advisors.

(POL 2-001Pr) Duties and Responsibilities – Region Advisory Board Effective date: February 20, 2014



Cancelled date:

PROCEDURES

Region Directors will:

▪ Serve as Principal liaison for Region team to Headquarters and Chapters

▪ Provide overall coordination of all Region activities and initiatives

▪ Compile activity reports submitted by the Chapter Advisors and submit consolidated report to

Headquarters for the Association’s Board of Directors by communicated deadline

▪ Coordinate with Headquarters to implement association’s strategic plan within region

▪ Attend Region Director Summit in May to identify the success metrics and program plan for the

upcoming fiscal year and to review performance of the ending fiscal year

▪ Attend the Region Director’s meeting at the Annual Conference & Expo

▪ Assist Headquarters staff in planning Region Leadership Conferences

▪ In collaboration with Chapter Advisors, provide training and support to chapter leaders

▪ Maintain circle of communication by relaying information between chapters and Headquarters

▪ Direct the organization and charter of new Chapters in the Region per standard procedure as

outlined in the document, “New Chapter Formation Procedure.”

▪ Visit the region’s chapters that are in need of support, direction and/or problem

resolution Chapter Advisor*

A Chapter Advisor will:

▪ Provide assistance and direction within the appointed functional area (Marketing &

Communications/Education & Programming/Operations) to the related chapter positions within

each chapter of the region

▪ Provide chapter operations training and conference call forums to the Chapter Board positions

within the appointed functional area (refer to Functional Areas Organizational Structure)

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▪ Provide a communication link between Chapters and the Member Services Department at

ARMA International Headquarters

▪ Assist Headquarters staff in planning Region Leadership Conferences and participate as

appropriate

▪ Submit an activity report to the Region Director 45 days prior to the spring and fall ARMA

International Board meetings

▪ Visit chapters by request and per the direction of the Region Director and/or ARMA

International Headquarters

▪ Assist Region Director in organizing new chapters in the region

▪ Assist with Region operations and initiatives per the direction of the Region Director

▪ Forward feedback and questions from chapters as well as unaffiliated members to the ARMA

International Board of Directors or ARMA Headquarters, as appropriate

*All duties and responsibilities of the Region Advisory board are subject to modifications throughout the

fiscal year in order to align with the Strategic Plan as charged by the Board of Directors.

(POL 3-015) Solicitation of Contributions and Gifts Effective date: June 29, 2012



Cancelled date:

Reference:

Cross reference: Internal Revenue Code 26 USC & 501(c)

POLICY

Members, employees, and contractors of ARMA International require the expressed authorization of the

Chief Executive Officer (CEO) for the solicitation of contributions, gifts, services, etc. on behalf of ARMA

International.

GUIDING PRINCIPLES

1. Contributions or gifts to ARMA International are not deductible as charitable contributions for

US Federal income tax purposes.

2. The CEO should be advised of all contributions received as a result of authorized solicitations.

3. The CEO will advise the President of the Association in all instances where authorization to

solicit contributions has been provided.

(POL 3-002) Official Spokesperson Effective date: May 1, 2010


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Cancelled date:

Reference:

Cross reference:

POLICY

The President of ARMA International, with the implied or actual consent of the Board of Directors, is the

official spokesperson on matters of Association positions or policy.

GUIDING PRINCIPLES

1. The Board of Directors determines the ultimate direction of the Association and the position

taken by the Association on any issue. Only the Board of Directors can establish Association

policy.

2. The Board of Directors does not delegate responsibility for being the ultimate authority of the

Association. However, where appropriate, it may delegate representation of the Association,

either by generally accepted practice or by specific action.

3. Various elected, appointed, employed, or contracted representatives of the Association may

speak for the Association in their specific areas of expertise and within the framework of the

Association position and/or policy as established by the Board of Directors.

(POL 3-013) Standards Development Effective date: July 1, 2009 Approval date: May 3, 2009 Last revised: May 3, 2009 Cancelled date: Reference: BD 03/1995, 03/1998, 07/2001, 04/2006 Cross reference: POLICY ARMA International will continually explore the RIM Industry landscape and create standards, technical reports and guidelines that establish best practices for records and information management. GUIDING PRINCIPLES

1. ARMA International is a recognized standards developing organization records and information management practices.

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2. ARMA International will continually explore the RIM Industry landscape for topics that, if developed as standards, technical reports or guidelines, will advance or support the practice of records and information management.

3. ARMA International will maintain accreditation through the American National Standards

Institute (“ANSI)”) and will adhere to ANSI requirements, recommendations and audit requirements in the development of standards.

4. ARMA International will participate in the review and/or development of standards and best

practices created by other national and international bodies which impact records and information management.

5. ARMA International will produce standards, technical reports, and guidelines that support

records and information management practices.

(POL 3-013Pr) Standards Development Effective date: July 1, 2009



Cancelled date:

Reference: BD 03/1995, 03/1998, 07/2001, 04/2006

Cross reference:

PROCEDURES

A task force will be created for each standard, technical report or guideline approved for development.

These task forces may be referred to as ‘consensus group’ or ‘work groups’ in accordance with the ANSI

approved policies and procedures.

1. Staff responsible for the ARMA standards programs will be the staff liaison and oversee the

project management for each consensus and work group.

2. Each consensus and work group will create a timeline for research, development and publication

to ensure timely and efficient publication and delivery to be approved per the project charter.

3. Standards, technical reports and guideline consensus groups/workgroups will follow procedures

and processes set forth in the following documents, which are updated from time to time:

(a) The ARMA International Standards Development Program Publication Guide.

(b) The ARMA International Standards Development Program Policies & Procedures:

American National Standards and Technical Reports.

(c) The Standard Operating Procedures (SOPs) developed in accordance with the policies

and procedures referenced above in (a) and (b).

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4. The task force will be responsible for ensuring the following reviews are completed, and create a

timeline that provides due dates for each review:

(a) An annual review of existing resources needed to support the Standards Development

Program .

(b) An annual review of Standards Development Program outcomes and deliverables.

5. The parent Committee will explore the records and information management industry

landscape for new ideas for standards, technical reports and guidelines and will:

(a) Ask the staff liaison to evaluate ideas as potential standards, technical reports, and

guidelines within one month of identification.

(b) Based on the staff liaison’s recommendation, create a Consensus Group or Work Group

to develop the new standard, technical report or guideline.

6. The task force will participate in and/or delegate to member volunteer subject matter experts

the following activities:

(a) Review publication outlines and drafts for standards, technical reports an guidelines

(b) Provide commentary on other standards-related groups’ work, such as ISO, NARA, The Sedona

Conference, MoReq2, and others, to be included in ARMA’s official response to those bodies.

(c) Participate as subject matter experts in ongoing American National Standard, technical report,

or guideline projects, as requested.

(d) Volunteer for standards development program activities at the ARMA Annual Conference and

Expo such as assisting in the booth and/or facilitating a poster session.

(POL 1-018) Strategic Planning Effective date: June 20, 2013 Approval date: June 20, 2013 Last revised: May 3, 2009 Cancelled date: Reference: Bylaw VII, Sec.5(7) BD 04/1987, 07/1988, 10/1989, 03/1990, 03/1991, 07/1991, 01/1992, 07/1992,03/1993, 03/1995, 07/1996, 03/1997, 03/1998, 06/2001, 09/2002, 04/2004, 04/2007 Cross reference: POLICY The Board of Directors of ARMA International will annually update the strategic plan that defines and directs the vision, mission and initiatives of the Association. GUIDING PRINCIPLES

1. The strategic plan will: (a) identify specific strategic issues that affect both the Association and the profession (b) ensure that the vision, mission, and goals reflect the environment within which the

Association operates

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(c) develop strategies designed to address the current environment.

(POL 1-018Pr) Strategic Planning Effective date: June 20, 2013



Cancelled date:

Reference: Bylaw VII, Sec.5(7)

Cross reference:

PROCEDURES

Composition of the task force

The Board of Directors delegates oversight of the strategic planning process to the President-Elect. In

addition to the Board of Directors, the strategic planning process will also include the CEO

and designated directors of ARMA International. From time to time the Board may elect to include

affiliates and partners in the strategic planning process.

Strategic planning

1. Gather input regarding potential strategic issues from members of ARMA International and

participants in the strategic planning process. Incorporate results of relevant members surveys,

if such surveys were conducted during the year.

2. Identify and contract with external resources, as needed, to facilitate the strategic planning

meeting or to consult regarding strategic planning processes.

3. Use the data gathered to develop an agenda for the strategic planning meeting.

4. Establish a date for an in-person strategic planning meeting.

5. Distribute the agenda and data gathered to the attendees of the strategic planning meeting

prior to the meeting, with sufficient time to review.

6. Conduct the meeting and facilitate discussions to confirm the mission and current strategic

initiatives, and identify new initiatives and prioritize them.

7. Capture all data from the meeting that affects the strategic plan.

8. Update the strategic plan as appropriate.

9. Distribute the revised strategic plan to the meeting attendees for input and amend or update

the plan accordingly.

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10. Publish the revised strategic plan and gather input from the membership.

11. Discuss member input with the Board of Directors to obtain further direction for amendments

to the strategic plan.

12. Present the final, amended strategic plan to the Board for vote at a regular Board meeting.

13. Post the final, approved strategic plan on the ARMA website.

Execution of strategic initiatives

The Board of Directors and the CEO will ensure that initiatives on the strategic plan are implemented:

1. Add strategic initiatives to the operating plan for the Association.

2. Allocate appropriate funding to initiatives based on pre-determined priority and Association

resources.

3. Assign planning and implementation of specific strategic initiatives to task forces or

headquarters as appropriate.

ARMA INTERNATIONAL POLICIES AND PROCEDURES

Documents

Transcript of ARMA INTERNATIONAL POLICIES AND PROCEDURES