Bylaws

NAGARA Bylaws

Amended 07/19/2012, 07/11/2013; Effective 7/19/2019

Article I – General Provisions 

1. Scope of Bylaws. These Bylaws are adopted by the National Association of Government Archives and Records Administrators (hereinafter referred to as the “Association” or “Corporation”) to govern the general management of the affairs of the Corporation, except where otherwise provided by the Articles of Incorporation.

2. Association Purposes. The purposes of the National Association of Government Archives and Records Administrators are to promote an awareness and understanding of government archives and records management programs; to encourage the continuous exchange of information among government archives and records management agencies to improve their programs and services; to provide opportunities for government records administrators and archivists at each level of government to meet and discuss problems and issues relevant to their level of government; to develop and improve professional standards of government archives and records administration; to promote the full application, utilization and progressive development of modern archival and records management principles, methodology and techniques in government records administration; to encourage study and research in problems of concern to government archival and records administrators; and to represent the members in matters of mutual or national interest in areas of archives and records management.

Article II – Members

Membership: The membership of the National Association of Government Archives and Records Administrators shall consist of such persons and institutions admitted to membership in accordance with these Bylaws

Qualification of Members: The authority to interpret this article shall be vested in the Board of Directors of the Association which shall determine the qualifications of members of the Association.

1. Classes of membership. The membership of the Association shall consist of the following categories:

A. Individual Membership. Individual Membership shall be open to archival or records management personnel under such terms and conditions as the Board of Directors may prescribe.

B. Organizational Membership. Organizational Memberships shall be open to archival or records management entities under such terms and conditions as the Board of Directors may prescribe.

2. Annual Dues: The Board of Directors shall determine the amount of dues for each class of membership. Dues must be paid to the Association in order for the individual or organization to count as an active member of and receive benefits from the Association.

Article III – Meetings of the Association

1. Annual Meeting: The Association shall hold an Annual Meeting each year, at a time and place determined by the Board.

2. Special Meetings. Special meeting for the transaction of business of the Association may be held at the discretion of the Board of Directors, or shall be so called by it upon the written request of members representing at least 20 percent of eligible votes. No business shall be transacted at a special meeting which is not specified in the call for the meeting.

3. Notification of Meetings. Written notice of meetings of the Association shall be given to all members at least sixty days before the date of an annual meeting, and fourteen days before the date of a special meeting.

4. Quorum. A Quorum shall be based on the total number of votes eligible to be cast according to membership categories established by these Bylaws and based upon payment of dues. A quorum shall consist of at least one-sixth of eligible votes.

5. Voting. Decisions at annual and special meetings of the Association shall be passed by a majority of the votes cast at the meeting. Persons with an Individual Membership shall each cast one vote. Persons belonging to active Organizational Memberships and listed on the organization’s membership roster at the time of the meeting shall each cast one vote.

Article IV – Elections

1. Nominating Committee. The officers of the Association shall serve as the Nominating Committee, which the Vice President shall chair. The Nominating Committee shall make its recommendations known to the Board of Directors and the Executive Director at least sixty days prior to the annual meeting of the recommended candidates to succeed members of the Board of Directors. The Nominating Committee shall make the proposed slate of candidates known to the membership by written notice.

2. Election of Officers and Board of Directors. All Officers and Directors of the Association shall be elected by the majority of ballots cast during the election period.

Article V – Board of Directors

1. Board of Directors. The management of the affairs of the National Association of Government Archives and Records Administrators is vested in a Board of Directors of thirteen persons who are members of the Association, and shall include:

A. The Immediate Past President;

B. The Five Officers of the Association;

C. Six elected directors, two representing state government, two representing local government, and two representing Federal government; and

D. One elected Board member serving in an “at-large” capacity.

The Board of Directors may delegate powers to the officers, staff and committees necessary to the administration of the affairs of the Association.

2. Terms of Members of Board of Directors. The term of office of the members of the Board of Directors shall be two years and no member of the Board of Directors shall serve more than two consecutive, two-year terms. The members of the Board of Directors shall hold office from their election until their successors are duly qualified. The Board of Directors may fill vacancies in the unexpired term of an officer or member of the Board of Directors for a period which does not extend beyond the next annual meeting of the Association. Time served to complete an unexpired term shall not be calculated when determining the two-consecutive, two-year term limitation provided for in this section or in the term limit calculations provided for in Article VIII, Section I. Any member of the Board of Directors who shall fail to attend three consecutive meetings of the Board shall be deemed automatically to have resigned from office and the vacancy shall be filled in the same manner as any other vacancy.

3. Regular Meetings. Regular meetings of the Board of Directors shall be held not less than one time between annual meetings of the Association, unless otherwise ordered by a two- thirds vote of the Board present at the previous meeting.

4. Special Meetings. Special meetings of the Board of Directors may be called at any time at the president’s discretion, or at the request of any five members of the Board.

5. Meeting Place. The Board of Directors shall meet at such places as the president shall determine, unless otherwise ordered by the Board.

6. Notice of Meetings. Notice of regular and special meetings of the Board of Directors shall be sent to each member with the agenda at least ten days before the date of the meeting. Special meetings of the Board of Directors may be called by the president by telephone in cases of emergency.

7. Minutes of Meetings. Minutes of meetings shall be made available to active members of the Association upon request.

8. Quorum. Seven members of the Board of Directors shall constitute a quorum for the transaction of business.

9. Voting. Decisions at regular and special meetings of the Board of Directors shall be made by a majority of the regular members present and voting.

10. Regulations. The Board of Directors may adopt such regulations for the government of the Association and their own proceedings as are not inconsistent with the Bylaws.

11. Annual Meetings. The Board of Directors shall present a full report of the affairs of the Association at each annual meeting of the Association.

Article VI – Committees of the Association

1. Standing Committees. The President, subject to the approval of the Board of Directors, shall appoint such standing committees as the Board shall from time to time determine. Such committees shall possess advisory powers only. Each committee shall continuously review the need for policy changes in those matters assigned to it and shall make such recommendations to the Board of Directors as may appear necessary and appropriate.

2. Special Committees. Special committees may be appointed by the President to study and report on special problems; such committees shall serve until the completion of the work for which they were appointed. Such committees shall possess advisory powers only.

Article VII – Committees of the Board

The Board of Directors may designate and appoint such committees from the membership of the Board as it shall from time to time determine. Such committees shall consist of two or more directors, and shall possess advisory powers only, except when authority to act has been expressly provided by a resolution adopted by a majority of the Board.

Article VIII – Officers of the Association

1. Officers of the Association. The officers of the Association shall be a President, President- Elect, Vice-President, Secretary and Treasurer.

A. The President-Elect and Vice President shall hold office for a term of one year from election, except in the case of an officer who presents a resignation and insists upon its immediate acceptance. No person shall be eligible for election in each office of President-Elect or Vice-President for successive terms.

B. The Secretary and Treasurer shall hold office for a term of two years from election, except in the case of an officer who presents a resignation and insists upon its immediate acceptance. No person shall be eligible for election as Secretary or Treasurer for more than two successive terms.

2. President. The President shall hold office for a term of one year and shall preside at all meetings of the Association and of the Board of Directors, appoint all special and standing committees of the Association, and authorize calls for any special meetings. The President shall be an ex officio member of all committees. The President-Elect shall assume the office of President at such time that his or her successor is elected at the annual meeting of the Association.

3. President-Elect and Vice-President. The President-Elect and Vice-President shall perform such duties and fulfill such responsibilities as directed by the President. The President- Elect shall preside at all meetings of the Association and of the Board of Directors in the absence of the President. The President-Elect shall fulfill the duties and responsibilities of the President in case of a vacancy in the office of President. In the absence from any meeting of both the President and President-Elect, the Vice-President shall preside at all meetings. In the absence from any meeting of the President, President-Elect, and Vice- President, the Association or the Board of Directors may elect a temporary chair.

4. Secretary. The Secretary shall keep true and accurate account of all proceedings of the Association and the Board of Directors; shall issue notices of their respective meetings; shall have custody of the minutes and other records of the Association and the Board of Directors; and shall notify the appointing authority of any vacancies on the Board of Directors. The Secretary may appoint such assistants as may be desired, subject to the approval of the Board of Directors.

5. Treasurer. Upon the request of the Board, the Treasurer shall give bond for the faithful performance of duties in such form and with sureties as the Board of Directors shall require. The Treasurer shall receive all money and securities becoming the property of the Association. These shall be deposited in such depositories as the Board of Directors shall from time to time determine, and shall be disbursed under the authority of the Treasurer, except as otherwise provided by the Board of Directors. The Treasurer shall keep a regular and correct record of all receipts and expenditures in such form as the Board of Directors may require. These records shall be open to the inspection of the Board of Directors and to any member of the Association having voting rights for any proper purpose at any reasonable time, and shall render a detailed report of the same, together with a statement of the securities and all other property belonging to the Association, at the annual meeting of the Association and at such other times as may be required by the vote of the Board of Directors. The Treasurer shall report at each regular meeting of the Board of Directors on the financial condition of the Association.

The fiscal year of the Association shall close on December 31. The accounts of the Treasurer and all supporting accounts which the Board of Directors may authorize to be kept shall be audited at least once every other year, by a firm of disinterested public accountants selected by the Board of Directors.

Article IX – Organization of the Association

The National Association of Government Archives and Records Administrators shall be organized by the Board of Directors in a manner consistent with these Bylaws and the accomplishment of the functions and purposes of the Association. Members of the Association may be organized into regional chapters as provided by the Board of Directors.

Article X – Staff of the Association

1. Staff Personnel. The staff of the Association shall include an Executive Director and such other professional, technical, clerical and service personnel as the Board of Directors deems necessary to perform the functions of the Association. The Board of Directors shall prescribe the duties, determine the compensation and exercise general supervision over the staff of the Association. The Board of Directors shall have power to remove members of the Association staff for cause.

2. Executive Director. The Board of Directors shall contract with an individual, an Association Management Company, or firm, to act as Executive Director, or contract with a member institution to act as Executive Secretariat. In the latter case, the member institution shall hire an individual or designate a staff member to act as Executive Director.

The Executive Director shall be in charge of the Administration of the Association under the direction and review of the Board of Directors. The Executive Director shall be responsible to the Board of Directors for the proper conduct of the affairs of the Association, except where otherwise provided, including the care of the facilities and equipment, the direction and supervision of the staff, the efficiency of services of the Association, and the operation of the Association under the financial conditions set forth in the annual budget.

The Executive Director shall attend all meetings of the Board of Directors except those at which appointment or salary for the position is to be discussed. The Executive Director shall submit one report for each Board meeting convened by the Board of Directors. Regulations for the routine conduct of the Association may be made by the Executive Director with the approval of the Board of Directors.

Article XI – Rules of Order

The proceedings of the Association and the Board of Directors shall be conducted in accordance with "Robert's Rules of Order," except as otherwise specified in these Bylaws.

Article XII – Distribution of Assets

Upon the dissolution of the Association in any manner or for any reason, its assets, if any, remaining after payment (or any provision for payment) of all liabilities of the Association, shall be distributed to one or more organizations having either exclusively charitable, religious, scientific or educational purposes or which promote social welfare.

Article XIII – Amendments of Bylaws

 These Bylaws may be amended at any meeting of the Association by an affirmative vote of at least two-thirds of eligible votes present, providing written notice of the proposed amendment shall have been given in the call for said meeting.