ARTICLE I. MEMBERSHIP AND DUES
Section 1. Classes of Membership.
Individual. Open to any person interested in archival activity in the Rocky Mountain region. Membership is activated by payment of all current dues assessed by the Society of Rocky Mountain Archivists (hereafter, SRMA). Upon payment, individuals shall have full voting rights in all SRMA elections.
Student/Retiree. Upon payment of dues, students and retirees shall have full voting rights.
Sustaining. Those individuals or institutions that voluntarily choose to contribute more than the annual dues. Upon payment of dues, sustaining members shall have full voting rights.
Section 2. Dues.Annual dues shall be determined by the SRMA Governing Board (hereafter, the Board). A proposed dues structure change shall be communicated to members at least thirty (30) days prior to the annual business meeting and must be ratified by a majority of members.
ARTICLE II. MEETINGS OF MEMBERSHIP
Section 1. Annual Business Meeting of Members. An annual business meeting of the members shall be held each year, at the time and place determined by the Board, for the purpose of electing officers, for providing a program of general interest to the members, and/or for transacting such other business as may come before the meeting. The annual business meeting may be held in conjunction with meetings of allied organizations. Failure to hold an annual business meeting as required by these bylaws shall not cause a forfeiture or dissolution of SRMA or invalidate any action taken by the Board.
Section 2. Special Meetings.Special meetings of the members, for any purpose(s), may be called by the President or the Board, and shall be called by the President, the Board, or upon written petition of at least one-fourth (1/4) of the voting membership or twenty (20) voting members, whichever is the smaller number. Special meetings may be called for the purpose of conducting business or may consist of workshops focusing on specific subject(s). Agenda items and action taken shall be limited to transacting the specific business for which the meeting or workshop was called. Notice of the place, day, and hour, and specific business to be transacted at such meetings shall be communicated to the membership at least thirty (30) days in advance.
Section 3. Place and Time of Meetings.Meetings of the members shall be held at such place, day and hour, as set forth in the notice of meeting sent to the membership at least thirty (30) days in advance. Preliminary notice shall be given to the membership as soon as meetings are scheduled by the Board.
Section 4. Quorum and Vote Required for Legal Action During Membership Meetings.
A quorum requires at least three voting (3) Board Members, one of whom shall be the President or Vice President; and either one-fourth (1/4) of the voting membership or twenty (20) members voting in person or by proxy, whichever is the smaller number. Except as otherwise provided in this constitution and/or bylaws, a majority of the legal votes cast shall be required to take action.
Proxy. All SRMA members should be made aware of the proxy proviso. Only the Secretary may accept proxy votes. The Secretary will cast the proxy votes on behalf of the members. A proxy vote is valid if:
it is signed and dated by the SRMA member casting his/her vote,
it is given to the Secretary prior to the beginning of the meeting, and
it is submitted via written communication – including but not limited to email, and mail.
ARTICLE III. ELECTED BOARD AND GOVERNMENT
Section 1. General Powers.The government of SRMA, the management of its affairs, and the regulation of its procedures shall be vested in the Board, except as otherwise provided in the Colorado Nonprofit Corporation Act, the articles of incorporation, the constitution and/or the bylaws. The Board shall have the power to conduct the business of SRMA between annual business meetings and to delegate authority as is not otherwise set forth in these bylaws.
Section 2. Number and Qualifications.The government of SRMA, the management of its affairs, and the regulation of its procedures shall be vested in the Board, composed of the following elected voting members: five (5) officers (see Section 3) and five (5) other voting members (see Section 4). one(1) Member-at-Large, one (1) Program Director, one (1) Preservation Member-at-Large, and one (1) Continuing Education Director. The Board shall also be comprised of four (4) non-voting appointed members (see Article III. Section 4.6) and other non-voting members appointed for specific ad hoc purposes.
Section 3. Authority and Duties of Officers.All officers are required to attend all Board meetings. In the event that an officer cannot attend a Board meeting, they may designate another officer or voting Board member to represent them at the meeting. All officers must maintain records that document their activities. All officers will transfer non-current permanent records and pertinent information to their respective successors and the SRMA Archivist at the conclusion of their term. Moreover, the duties of the SRMA officers shall be as follows:
President.The President shall: (i) be the chief executive officer of the Society and have general and active control of its affairs and business and general supervision of its officers and directors; (ii) preside at all meetings of the members and of the Board unless the President, in the absence of the Vice President, shall designate another person to preside; (iii) see that all orders and resolutions of the Board are carried into effect; (iv) appoint or terminate special committees and task forces when authorized by the Board and may serve as an ex-officio member of any standing committees except the Nominating Committee (see Article IV. Section 1) ; (v) oversee the long range plan and its implementation; (vi) prepare the agenda for Board and business meetings, conduct official correspondence, sign all documents as authorized; (vii) coordinate with other officers to present all awards and honors; (viii) to represent SRMA at the Society of American Archivists (SAA) Annual Conference as funds allow; and (ix) perform all other duties incident to the office of President.
Vice President.The Vice President shall: (i) be the President-Elect and shall assist the President and perform such duties as may be assigned by the President or by the Board; (ii) in the President’s absence, perform the duties of the President; (iii) in the event of a vacancy in the office of President, the Vice President shall succeed to the office for the remainder of the unexpired term. In the event of the temporary incapacity of the President to act, as determined by a two-thirds vote of the Board, the Vice President shall fill the office of President until the President is able to resume office. When the Vice President has succeeded to or is filling the office of President under this section, and is so acting, the Vice President shall have all the powers and be subject to all the restrictions upon the President; (iv) the Vice President shall act as liaison to the elected Board Members that serve as Program Director and Continuing Education Director and shall oversee all educational programs of SRMA; and (v) the Vice President shall coordinate the documentation of the Board procedures and shall work in conjunction with the Electronic Resources Coordinator to ensure that current procedures are maintained on the SRMA website.
Secretary.The Secretary shall: (i) record the official minutes of the proceedings of the membership and of the Board, and keep all current records such as, but not limited to, official minutes of the meetings, log of Board correspondence, official books and records not specifically assigned to other officers; (ii) submit the official minutes of previous business meetings at the SRMA annual business meeting; (iii) see that all notices are duly given in accordance with the provisions of these bylaws or constitution; and (iv) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such office by the President or by the Board.
Treasurer.The Treasurer shall: (i) be the principal financial officer of SRMA and receive funds and give receipts, keep complete books and records of account, prepare and file all tax returns and related documents as necessary, prescribe and maintain an adequate system of internal audit; (ii) prepare and furnish to the President and the Board statements of account showing the financial position of SRMA and the results of its operations; (iii) based on the fiscal year, prepare an annual budget and financial reports; (iv) collect membership dues and assessments and pay bills and other debts from SRMA funds; (v) make a report at the annual business meeting on the fiscal status of SRMA; (vi) perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to such office by the President or by the Board; (vii) be responsible for keeping the articles of incorporation and corporate reports current and on file with the Colorado Secretary of State; and (viii) on behalf of SRMA, the Treasurer may accept any designated contribution, grant, or bequest consistent with its general tax-exempt purposes, as set forth in the articles of incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, SRMA shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use. Further, SRMA shall retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out SRMA’s tax-exempt purposes.
Past President.The Past President shall (i) vote in the event of a tie; (ii) chair and select the Nominating Committee; (iii) advise the current President as necessary; and (iv) chair and select the Scholarship Committee. (See Article IV. Sections 1.1.i and 1.1.ii.)
Section 4. Authority and Duties of other Board Members. All Board Members (voting and non-voting) are required to attend at least three (3) Board meetings per year. All Board Members are responsible for ensuring the transfer of their respective permanent, non-current records to the SRMA Archivist on a regular basis determined by the Archivist.
Member-at-Large.The Member-at-Large assists the Program Director,Vice President, and Continuing Education Directorin developing annual meeting topics, workshops, and other duties as may be assigned to this position by the President or by the Board.
Program Director.The second year duties of the Member-at-Large shall be that of Program Director. The Program Director shall be responsible for developing all aspects of all membership meetings. Duties include but are not limited to: enlisting local arrangement facilitators, developing program topics, organizing events, coordinating any displays or exhibits, and developing the annual business meeting. The Program Director will work closely with members of the Board to promote all programs and activities.
Preservation Director.The Preservation Director’s duties include but arenot limited to curating a list of preservation resources; maintaining and distributing the preservation kits and regularly updating and maintaining a distribution plan for the kits; regularly creating preservation-related content for the newsletter and/or SRMA’s website and social media platforms; and working with the Program Director and Continuing Education Director to develop preservation-related programs, meetings,s, professional development opportunities, and other activities, .
Diversity & Inclusion Director. The Diversity & Inclusion Director is responsible for chairing the Diversity & Inclusion Committee (see Article IV. Section 1.1.iii); soliciting and appointing members to serve on the Committee as needed; scheduling and presiding over the Committee’s regular meetings; regularly providing reports to the Board on the Committee’s activities; regularly creating content related to diversity and inclusion in the archives profession for the newsletter and/or SRMA’s website and social media platforms; and coordinating with the Member-at-Large, Program Director, and/or Continuing Education Director to create opportunities for programs, meetings, professional development opportunities, and other activities related to diversity and inclusion in the archives profession.
Continuing Education Director.The Continuing Education Coordinator is responsible for developing, coordinating, and publicizing all professional development workshops or classes for members, outside of the annual conference.
Non-Voting Board Members Appointed by the Board.
Archivist.The Archivist holds the authority and responsibility for gathering, preserving, storing, and organizing all materials that relate to SRMA from its Board and members. Other duties include, but are not limited to, maintaining the online platform selected by the Board for storage of born-digital records; maintaining updated documentation of Board records on the SRMA website, in coordination with the Electronic Resources Coordinator; setting and maintaining the records retention schedule for SRMA’s organizational records, which are an accessioned collection at the Denver Public Library (DPL); and arranging with DPL for the transfer of SRMA’s records, in accordance with that schedule.
Membership Coordinator.The Membership Coordinator is responsible for soliciting SRMA members and membership dues, maintaining and coordinating the membership dues payment renewal process, collecting dues, and maintaining membership rosters. Other duties include, but are not limited to, contacting organizations/institutions with archival programs; maintaining membership lists; completing a written membership report for the spring meeting; and providing a membership directory accessible to SRMA members.
Newsletter Editor.The Newsletter Editor prepares and publishes a digital quarterly newsletter. Contents of the newsletter should reflect items of interest to the archival community in the Rocky Mountain West. The Newsletter Editor is expected to solicit newsworthy items from SRMA members and communicate regularly with the Electronic Resources Coordinator to post each issue online on SRMA’s website and via the SRMA listserv or forum.
Electronic Resources Coordinator.The Electronic Resources Coordinator maintains and regularly updates SRMA’s electronic resources, including, but not limited to, the website, domain, and social media platforms.
Other Non-Voting Board Members.Non-Voting Board Members may be appointed for ad hoc committees as necessary.
Section 5. Nomination, Election, and Appointment of Board Members.
The available voting Board Member positions of SRMA shall be elected by ballot of the members each year, as described in this paragraph. The Nominating Committee (see Article IV. Section 1.1.i) shall announce vacant positions via the SRMA listserv or forum and, if possible, also in the newsletter that precedes the annual spring business meeting; solicit nominations and self-nominations from members; prepare a ballot of nominees, with brief written statements from each nominee describing their interest in and qualifications for the position(s); and conduct an election. All nominees must be current members of SRMA. Provision shall be made on the ballot for write-in votes. Members must be provided no less than fifteen (15) days in which to return their ballot. The nominee receiving a majority of the legal votes cast shall be elected to that position. Voting and balloting may be conducted via mail, email, or online poll..
All ties that affect the outcome of an election shall be resolved by a runoff election at the annual business meeting where a candidate shall be considered elected when one (1) of two (2) or more candidates shall receive a majority of the legal votes cast.
The new voting Board Members elected by the process described above shall be named at the annual business meeting.
Non-voting Board Members shall serve at the discretion of the Board and are at-will appointments. Vacancies will be filled by appointment of the Board as needed.
Section 6. Terms of Office.
The Vice President shall serve a term of one (1) year, after which they shall automatically serve as President for a term of one (1) year.. The Vice President shall be elected every year.
The outgoing President shall serve as the Past President for a term of one (1) year, following their term as President.
One (1) Member-at-Large shall be elected each year for a term of two (2) years. In the second year of their term, they shall automatically become the Program Director.
The Secretary, Treasurer, Preservation Director, Diversity & Inclusion Director, and Continuing Education Director, shall each be elected for terms of two (2) years each.
The Secretary and Continuing Education Director shall be elected in even-numbered years and serve a two (2) year. The Treasurer, Diversity & Inclusion Director, and Preservation Director shall be elected in odd-numbered years and serve a two (2) year term.
The SRMA Board shall appoint non-voting Board Members as needed, as specified in Article III. Sections 4.6 and 5.5.
Terms of office for new Board Members shall begin on June 1 of each year, following the annual business meeting.No Board Member shall hold more than one office at a time. No officer may serve more than one (1) full term consecutively in the same elected position except in the cases of the Secretary and Treasurer, who may serve up to two (2) consecutive terms. All Board Members must be at least eighteen (18) years old.
Any Board Member may resign at any time by giving notice to the President by email or in writing. A Board Member’s resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective. In case of a vacancy in the position of Vice President, Secretary or Treasurer, or any other Board position (voting or non-voting), the Board shall appoint a replacement to serve until the next election.
Section 7. Compensation.Board Members shall receive no compensation for their services as a member of the SRMA Board.
Section 8. Removal of Officers or Directors.Any elected or appointed Board Member may be removed from office by a majority vote of the voting membership during the time an officer or Board Member is on the Board. Any voting or non-voting Board Member may be removed by majority vote of the Board for just cause, which includes, but is not limited to, malfeasance, negligence, or failure to attend at least three(3) Board meetings in a year.
Section 9. Board Meetings.An organizational meeting of the Board shall be held as soon as practical after the annual election of Board Members, at the time and place determined by the President, for the transaction of business. Board meetings shall be publicized and open to SRMA members. Meetings of the Board may be called by or at the request of the President or any two Board Members.
Section 10. Quorum and Voting.Four (4) Board Members who are eligible to vote shall constitute a quorum for the transaction of business at any meeting of the Board. No Board Member eligible to vote may vote or act by proxy at any meeting of the Board.
Section 11. Action Without a Meeting.Any action of the Board or any committee thereof may be taken via conference call or email provided that a quorum concurs and participates. The Secretary will document any action taken.
ARTICLE IV. COMMITTEES AND PARLIAMENTARY AUTHORITY.
Section 1. Committees and Task Forces.Except for the nominating committee, all other committees, chairs of committees, task forces, and other groups shall be created and terminated by the Board. Standing committees shall be chaired by a designated voting member of the Board (see Article IV. Section 1.1). Task forces shall be co-chaired by one (1) voting member of the Board and one (1) other member of the task force, not currently serving on the Board, who shall be elected by the members of the task force during the task force’s first meeting. Committee and task force chairs shall be responsible for soliciting and appointing members to each committee or task force as needed; presiding at all meetings of the committee or task force; supervising the conduct of the committee’s or task force’s affairs; and reporting regularly to the Board on committee or task force activities. The President may serve as an ex officio member of all standing committees except the Nominating Committee.
Standing Committees.The standing committees of SRMA shall consist of a Nominating Committee (chair, Past President); Scholarship Committee (chair, Past President); Diversity & Inclusion Committee (chair, Diversity & Inclusion Director); and such others as the Board deems necessary. The charges of each committee are developed, regularly updated, and maintained by the committee chairs. All new or revised committee charges must be approved by the Board and shall be submitted to the SRMA Archivist, upon Board approval. Committee members serve at the discretion of the committee chair and are at-will appointments. Vacancies will be filled by appointment of the committee chair as needed.
Nominating Committee. The Nominating Committee shall consist of at least three (3) members, including the Past President, who shall serve as chair and select the members of the committee. One (1) member shall be an outgoing Board Member (voting or non-voting) and one (1) member shall be a member from the general membership in good standing. The Nominating Committee is responsible for announcing vacant positions; preparing a ballot of nominees; and conducting an election, per the procedures outlined in Section III. Article 5.2.
Scholarship Committee. The Scholarship Committee shall consist of at least (3) members, including the Past President, who shall serve as chair and select the members of the committee. Committee members may be either voting or non-voting Board members or members of the general membership in good standing. The Scholarship Committee is responsible, as needed, for soliciting nominations and selecting recipients for scholarships available from SRMA for attendance at regional or national conferences, workshops, or other meetings.
Diversity & Inclusion Committee. The Diversity & Inclusion Committee shall consist of at least three (3) members, including the Diversity & Inclusion Director, who shall serve as chair, select the members of the committee, and undertake the committee responsibilities described in Article III. Section 4.4. Committee members shall be members of the general membership in good standing. The Diversity & Inclusion Committee is responsible for leading SRMA activities relating to diversity and inclusion. Committee members shall review and develop a charge and annual plan for the committee each board year, subject to Board approval.
Task Forces.The co-chairs (see Article IV. Section 1) of each task force authorized by the Board will be provided with a specific charge that is created and approved by the Board for a specific length of time. Task force members will be solicited and appointed by the Board member co-chair, prior to the task force’s first meeting, and given a date by which a final report, if any, must be submitted to the Board. Task forces shall be created when the need arises. Members of these task forces shall serve until their duties are completed or until the Board dissolves the task force.
Section 2. Parliamentary Authority.The current version of Robert’s Rules of Order shall govern the proceedings of SRMA in all applicable cases consistent with SRMA’s constitution and bylaws.
ARTICLE V. BYLAWS REVIEW.A task force appointed by the President, with the Board’s approval, shall be constituted every three (3) years to review and edit the bylaws. All proposed changes to the bylaws must be provided to the SRMA membership, who shall be given at least two (2) weeks to provide feedback to the Board via email, online poll, public forum, or another mechanism of communication. Following this membership review period, final revisions to the bylaws will be subject to approval by a majority vote of the membership, which shall be conducted either in person at the annual business meeting or via an online vote.
ARTICLE VI. NON-DISCRIMINATION POLICY. SRMA does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, geography or military status, in any of its activities or operations. These activities include, but are not limited to, the appointment to and termination from the Board, hiring and firing of staff or contractors, selection of volunteers, selection of vendors, and providing of services.