MARAC Bylaws

The MARAC Bylaws went into effect on July 1, 2016, being approved by the membership the previous November. These Bylaws replaced earlier governing documents, being a separate Constitution and Bylaws. A brief history of the revision process and its associated documents are available below. The Bylaws are available as a PDF file for download here, and the text appears below as well.

MID-ATLANTIC REGIONAL ARCHIVES CONFERENCE, INC.
BYLAWS

ARTICLE I
Name

The name of this organization shall be the Mid-Atlantic Regional Archives Conference, Incorporated, hereafter called the Conference or MARAC.

ARTICLE II
Objects

The Conference is a non-profit member-oriented professional organization, incorporated in Delaware. Its objectives are to promote cooperation, communication, and education among individuals with an interest in archival and manuscript materials.

ARTICLE III
Members

3.1. Individual membership shall be open to any person who has paid all dues assessed by the Conference. Membership is not open to institutions.

3.2. The membership assembled in a business meeting shall be able, by majority vote, to overturn a Steering Committee decision, or to require the Steering Committee to take an action.

3.3. Members shall declare one or more state caucuses as part of their membership from among the following represented states: Delaware, the District of Columbia, Maryland, New Jersey, New York, Pennsylvania, Virginia, and West Virginia.

3.4. Members of each state caucus shall have the right to cast one vote for the purposes of electing a Caucus Representative to the Steering Committee in each caucus where they declare membership and pay any requisite dues.

ARTICLE IV
Officers

4. 1. The officers of the Conference shall be a Chair, a Chair-elect, a Meetings Coordinator, a Secretary, and a Treasurer. No person shall hold more than one office at one time.

4. 2. The Chair-elect shall be elected annually, serve one year in that office from July 1st to June 30th and at the conclusion of that year immediately succeed to the office of Chair and serve one year in that office from July 1st to June 30th. The Meetings Coordinator, Secretary and Treasurer shall hold office for two (2) years, from July 1st to June 30th and until a successor shall have been elected or qualified.

4.3. The Chair shall act as Chairperson of the Steering Committee and shall have general supervision over the activities and operations of the Conference, subject, however, to the control of the Steering Committee. To be eligible for the office of Chair, the person must have served for the immediately preceding year or part thereof as Chair-elect. The Chair’s duties shall include, without limitation, to:

(a) preside at all meetings of the Steering Committee and Conference business meetings;

(b) oversee all advocacy efforts and otherwise represent the Conference as needed;

(c) cause regular reports of the actions of the Steering Committee and the Conference to be provided to the members;

(d) cause regular reports and recommendations of the Steering Committee advisors to be provided to the Steering Committee for their consideration and action;

(e) ensure the Steering Committee engages in strategic planning, development of policies and programs which complement the objects and mission of the Conference, and evaluation of policies;

(f) serve as an ex-officio member of all committees, except Nominations and Elections;

(g) perform such other duties as pertain to the office and as may be assigned by the Steering Committee or as prescribed for the office by the adopted parliamentary authority; and

(h) appoint a Parliamentarian.

4.4. The Chair-elect shall attend all meetings of the Steering Committee and Conference business meetings and shall perform the duties of the Chair in the absence of the Chair. Upon expiration of the term of the Chair or the inability to serve, the Chair-elect shall succeed automatically as Chair. Further, the duties of the Chair-elect shall include, without limitation, to:

(a) make all appointments for vacant committee positions unless otherwise noted;

(b) supervise the work of all committees through their chairs;

(c) serve as an ex-officio member of all committees, except Nominations and Elections;

(d) prepare for assuming the office of Chair, working closely with and under the direction of the Chair; and

(e) perform such other duties as pertain to the office and as may be assigned by the Steering Committee or as prescribed for the office by the adopted parliamentary authority.

4.5. The Meetings Coordinator shall attend all meetings of the Steering Committee and the Conference business meetings. The duties of the Meetings Coordinator shall include, without limitation, to:

(a) serve as the ex-officio chair of the Meetings Coordinating Committee;

(b) recommends, in consultation with the Chair-elect and the Meetings Coordinating Committee, individuals to serve as the chairs of the local arrangements and program committees for the regular meetings;

(c) oversee and approve all contractual arrangements for the regular meetings of the conference;

(d) perform such other duties as pertain to the office and as may be assigned by the Steering Committee or as prescribed for the office by the adopted parliamentary authority.

4.6. The Secretary shall attend all meetings of the Steering Committee and the Conference business meetings and shall take minutes including all actions at these meetings. The duties of the Secretary shall include, without limitation, other such duties as may be from time to time assigned by the Steering Committee or Chair or as prescribed by the adopted parliamentary authority.

4.7. The Treasurer shall attend all meetings of the Steering Committee and the Conference business meetings. The duties of the Treasurer shall include, without limitation, to:

(a) ensure that funds of the Conference are managed in a fiscally responsible manner and that the Conference operates in accordance with ethical business practices;

(b) prepare an annual budget and issue quarterly financial reports;

(c) serve as the ex-officio chair of the Finance Committee and as an ex-officio member of the Meetings Coordinating Committee; and

(d) perform such other duties as pertain to the office and as may be assigned by the Steering Committee or as prescribed for the office by the adopted parliamentary authority.

4.8. In the case of a vacancy in the office of Chair, the Chair-elect shall assume that office, and serve the remainder of that term of any duration, and the term for which they were elected. When a vacancy occurs in the office of Chair-elect, Meetings Coordinator, Secretary, or Treasurer, by resignation or removal, the Nominations and Elections Committee shall issue a ballot within 30 days to fill that office. Elected replacements shall serve the remainder of the original term.

ARTICLE V
Nominations and Elections

5.1 The Nominations and Elections Committee shall consist of five (5) members. By June 30th, the chair-elect shall appoint two (2) members, who shall be Steering Committee members completing their term and leaving the Steering Committee as of June 30th, and three (3) shall be elected by the membership. The Nominations and Elections Chair shall be the elected member who receives the most votes.

5.2. Nominations and Elections Committee members shall serve for a one (1) year term. Terms shall run from July 1st -June 30th.

5.3. The Nominations and Elections Committee shall create a slate of members in good standing for all open positions, including officers, members-at-large, caucus representatives, and as noted in these bylaws, certain committee members and chairs. The Nominations and Elections Committee shall be bound to nominate for an officer or member-at-large position a candidate named in a nominating petition signed by at least ten percent (10%) of the Conference members.

5.4. Conference officers and Members-at-large shall be elected at large, while Caucus Representatives shall be elected only by the members of the respective state and district caucuses. Members-at-large and Caucus Representatives shall serve two (2) year terms, commencing on July 1st in the year of election and shall serve until a successor has been elected and qualified, or until their inability to serve. The Chair-elect shall be elected annually; Members-at-large, the Meetings Coordinator and the Secretary shall be elected in odd-numbered years. The Treasurer and Caucus Representatives shall be elected in even-numbered years.

5.5. The Nominations and Elections Committee shall issue an official ballot in whatever form it deems appropriate at least seventy-five (75) days before the first business meeting of the calendar year. Ballots shall include space for write-in candidates for each position. In the event of vacancies in any elected position, including elected committee members, the Committee shall issue an official ballot within 30 days. Ballots shall be submitted to the Nominations and Elections Committee no later than thirty (30) days after being issued.

5.6. The Nominations and Elections Committee shall tally the ballots and certify the results. The Chair of the Nominations and Elections committee shall promptly notify the Chair, Chair-elect and all the candidates of the results. The results of the election shall be formally announced through all regular Conference communication channels after all the candidates have been notified of the results. Ballots shall be destroyed thirty (30) days following formal announcement of the results at the Annual Meeting.

5.7. A nominee receiving the highest number of votes for an office shall be elected to that office, even in the event a majority is not achieved. In the event of a tie vote, the Nominations and Elections Committee shall issue a second ballot containing only the names of the tied nominees within fifteen (15) days of the first tally. These ballots shall be submitted to the Nominations and Elections Committee within fifteen (15) days.

ARTICLE VI
Meetings

6.1. The Conference shall hold up to two (2) regular meetings each year for the purpose of providing continuing education and a program of interest to the members and the general public and to transact business at the business meeting. One of these meetings shall be held in the first half of the calendar year. The business meeting held at the regular meeting in the first half of the calendar year shall be known as the Annual Meeting.

6.2. The quorum for a business meeting shall be one-fourth (1/4) of the members registered for that meeting.

6.3. Special business meetings for any purpose may be called by the Steering Committee or at the written request of one-fourth (1/4) of the members of the Conference. The business to be transacted at any special meeting shall be limited to that noticed in the call.

6.4. Written notice of regular or special business meetings shall be sent to the membership at least thirty (30) days before the meeting.

ARTICLE VII
Steering Committee

7.1. The board of directors of the Conference shall be known as the Steering Committee. Voting members shall include the officers, one (1) Caucus Representative from each state represented by the Conference and the District of Columbia, and four (4) Members-at-large. No member may hold more than one elected position at one time.

The Chair may invite any additional attendees or special advisors to the meeting as is necessary to carry out the agenda.

7.2. The Steering Committee shall have the full power to conduct, manage and direct the business and affairs of the Conference.

7.3. Any member of the Steering Committee may resign at any time by giving written notice to the Chair and Secretary of the Conference. The resignation shall take effect at the date of receipt of the notice, or at any later time specified therein.

7.4. Any member of the Steering Committee may be removed, either for or without cause, by the Steering Committee whenever in the judgment of the Steering Committee the best interests of the Conference will be served. Removal shall occur only upon a two-thirds vote of the Steering Committee members then in office, exclusive of the person being removed, and only after that person has been given an opportunity to be heard at a meeting of the Steering Committee.

7.5. When a vacancy occurs in any elected Steering Committee position, by resignation or removal, the Nominations and Elections Committee shall issue a ballot within 30 days to fill that office. The replacement shall serve for the balance of the unexpired term, unless that office is covered by Bylaws Section 4.8. The fact that a vacancy occurs and action is taken by the Steering Committee before a replacement is elected shall not invalidate or otherwise affect such action or the power of the Steering Committee to act. To ensure the continuance of business, the Chair may make a temporary appointment to fill the position until the results of the ballot are known.

7.6. Regular meetings of the Steering Committee shall be held at the same place as the regular meetings each year for the purpose of providing continuing education and a program of interest to the members of the Conference. At least one additional regular Steering Committee meeting shall be held as soon as possible after the beginning of the fiscal year, at such place within or outside of Delaware, within or outside of the represented states, as the Chair or the Steering Committee may from time to time select.

7.7 Steering Committee meetings shall be open to all Conference members.

7.8. Special meetings of the Steering Committee shall be held whenever called by the Chair or two (2) or more of the members of the Steering Committee. Notice of each such meeting shall be given to each member of the Steering Committee at least seventy-two (72) hours in advance if given by telephone or email and ten (10) days in advance if notice is given by mail. Every notice shall state the time and place of the meeting. Business for a special meeting shall be included in the notice, and shall be limited to that in the notice.

7.9. Steering Committee members may participate in a meeting of the committee by means of electronic conferencing technology of which at a minimum all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting and a voting member so participating shall count toward establishing the quorum.

7.10. Two (2) officers and six (6) other voting Steering Committee members shall constitute a quorum for any Steering Committee meeting. Each voting member shall be entitled to one vote. The vote of a majority of Steering Committee members present and voting, except as may be otherwise noted in these bylaws, shall be the acts of the Steering Committee.

ARTICLE VIII
Committees

8.1. The Standing Committees of the Conference shall be Awards, Finance, Meetings Coordinating, and Nominations and Elections. Additional standing committees may be established upon recommendation of the Steering Committee and a majority vote of the membership.

8.2. Standing Committees shall be comprised of at least three (3) members and shall be appointed by the Chair-elect, except as otherwise noted in these bylaws.

8.3. The Awards Committee chair shall be elected by the membership for a three (3) year term, and shall coordinate the work of the committees and represent the committees on the Steering Committee. The Awards committees shall be composed of elected members as follows:

(a) The Arline Custer Award Committee, the Finding Aids Committee, and the Scholarship Committee shall each be composed of at least six (6) members elected for three (3) year staggered terms.

(b) The Distinguished Service Award Committee shall be composed of four (4) members: two (2) members who shall be elected to two (2) year staggered terms; the Immediate Past Chair of the Conference, who shall chair the committee; and the MARAC Archives Coordinator, who serves as a non-voting ex-officio member.

8.4. The Finance Committee shall have oversight responsibility for all financial matters and shall act as an advisor to the Conference Treasurer, who shall serve ex-officio as the chair of the committee.

8.5. The Meetings Coordinating Committee shall recommend future sites for Conference meetings, interpret and recommend policy related to meeting planning, and provide oversight, support and guidance to the local arrangements and program committees.

8.6. The Nominations and Elections Committee shall operate pursuant to Article V Nominations and Elections of these bylaws.

8.7. Special committees or task forces may be created by the Steering Committee. Special committees or task forces shall be composed of at least three (3) members, appointed by the Chair-elect.

8.8 No person shall hold more than one standing committee, special committee, or task force chairpersonship at one time.

8.9. When a vacancy occurs in any elected committee position, by resignation or removal, the Nominations and Elections Committee shall issue a ballot within 30 days to fill that position. The replacement shall serve for the balance of the unexpired term. To ensure the continuance of business, the Chair may make a temporary appointment to fill the position until the results of the ballot are known.

8.10. Members of any committee established by these Bylaws, resolution, or the Steering Committee may participate in a meeting of the committee by means of electronic conferencing technology of which at a minimum all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

ARTICLE IX
Fiscal Matters; Assets

9.1. The fiscal year shall be July 1st through June 30th.

9.2. Annual dues shall be established by the Steering Committee. Changes in dues proposed by the Steering Committee shall be ratified by a majority vote at a business meeting of the membership. Notice of dues changes shall be issued to members at least thirty (30) days before that business meeting.

9.3. The books of the Conference shall be audited annually by at least two members (with the exception of the chair) of the Finance Committee, and the report of the condition of the accounts shall be made to the Steering Committee. The accounts shall be audited by an independent public accountant when the office of Treasurer changes hands and at such other times as directed by the Steering Committee.

9.4. No officer, member, or agent of MARAC may expend Conference funds or obligate the Conference financially without first ensuring that expenditure has been authorized by the approved Conference budget, the approved budget of a Conference meeting, or by special action of the Conference membership or the Steering Committee.

9.5. Except as otherwise provided in these Bylaws, the Steering Committee may authorize any officer or representative to enter into any contract or to execute or deliver any instrument on behalf of the Conference. Such authority may be general or confined to specific instances.

9.6. The Conference Archives are designated as an asset of the organization. The Conference has selected the University of Maryland Libraries as the official repository for its Archives. The Chair shall represent the Conference to determine the terms and conditions of any agreements between the Conference and the University of Maryland Libraries.

ARTICLE X
Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all matters not specifically covered in these Bylaws.

ARTICLE XI
Amendments

11.1. Amendments to these Bylaws shall be proposed by:

(a) twenty-five (25) members in writing to the Conference Secretary; or

(b) the Steering Committee by a two-thirds (2/3) vote.

11.2. Proposed amendments shall be issued to the membership at least thirty (30) days before a business meeting in order to facilitate discussion at that meeting. The membership assembled at the business meeting may amend by majority vote the proposed amendments.

11.3. The ballot to approve bylaws amendments shall be issued to the membership no more than thirty (30) days after the conclusion of the business meeting. A special committee shall be appointed by the Chair to tally the votes. A majority vote of those returned and voting on that specific amendment shall be required for approval.

 


 

Bylaws Revision Process, 2012-16

Beginning in 2012, former MARAC Chair Danna Bell and her successor, MARAC Chair Ed Galloway, undertook a systematic review of the MARAC Operations Manual and created a new manual and an associated MARAC Wiki to assist with the effective running of the MARAC organization. In Spring 2013, following the election of John LeGloahec as MARAC Chair, the focus shifted from the operations of MARAC to a review of the MARAC Committee structure to identify efficiencies and opportunities for streamlining the work of the organization.

At the Summer 2013 MARAC Steering Committee Meeting, LeGloahec appointed a Task Force to look at the existing MARAC Committee structure. The Task Force was headed by MARAC Member-at-Large Amy Schindler and was comprised of MARAC Treasurer Jim Gerencser, Member-at-Large Rebecca Goldman, Electronic Resources Committee Chair Arian Ravanbakhsh, and Virginia Caucus Representative Laura Stoner.

The Task Force submitted its first round of proposals at the Fall 2013 Steering Committee meeting in Philadelphia. A few minor items that did not require any changes to MARAC’s governing documents were approved. For larger issues, more feedback was sought. Following a survey to all members of MARAC’s committees, a second round of proposals were discussed at the Winter 2014 MARAC Steering Committee and approved.

At the Spring 2014 MARAC Meeting in Rochester, New York, the final proposals that required bylaws changes were discussed. It was determined at that meeting to establish an Ad Hoc Committee on Bylaws Revisions, which was formally established at the Summer 2014 Steering Committee. The Committee was chaired by former MARAC Chair Lisa Mangiafico, and was comprised of former MARAC Treasurer Jim Gerencser, former Chair of the Task Force on MARAC Committees Amy Schindler, MARAC Member-at-Large David D’Onofrio, and District of Columbia Caucus Representative Andrew Cassidy-Amstutz. MARAC Parliamentarian Dawn Fairchild served the committee in an advisory capacity.

Baltimore Fall 2014 Conference - Town Hall Meeting Documents

The documents below detailed the specific changes to the MARAC governing documents and provided a rationale for the proposed changes prior to the Baltimore Town Hall Meeting.

Draft MARAC Governing Document

Associated Chart

Town Hall Meeting Minutes Draft from 10-17-14

 

Boston Spring 2015 Conference – Bylaws Revision Documents—Saturday Lunch Discussion (12:45-1:30 pm)

The documents below provided a update on the work of the Ad Hoc Committee for Bylaws Revisions, including a new draft of a proposed revision to MARAC’s governing documents, and articles prepared by the committee that provided background on the revision itself and what was in the proposed revision.

Report of the Ad Hoc Committee on Bylaws Revision

Draft 2 for Member Comment with Steering Committee Requested Options for Chair terms

Why Revise?  article

Leadership and Vacancies article

Background on Committee Structure article

Boston Lunch Discussion Meeting Minutes Draft


Roanoke 2015 Conference – Bylaws Revision Documents—Friday Town Hall and Saturday Business Meeting

The documents below provided a report on the work of the Ad Hoc Committee for Bylaws Revisions, including the draft presented to and approved by the MARAC Steering Committee for presentation as the final proposal for discussion in Roanoke.

Report of the Ad Hoc Committee on Bylaws Revision

Steering Committee Approved Draft (clean)

Steering Committee Approved Draft (with markup)

 

Final Governing Documents Revision for Member Approval by Ballot

The proposed revision approved by the Steering Committee, and posted above, was sent to all MARAC members in September 2015. At the Business Meeting in Roanoke, the members in attendance amended the proposal in Article I, Name, by adding “or MARAC” to the end of the sentence. No other amendments were proposed by the membership. Below you will find the final proposal for member vote by ballot.

Final Proposal to Revise MARAC’s Governing Documents 


Bylaws Revision Vote Final Results – Chair’s Message 11/19/2015

The votes are in and the MARAC Bylaw revisions have passed. There were 297 votes cast with 288 "yes" and 9 "no" votes. The new revised MARAC Bylaws will go into effect July 1, 2016 and there are several issues that need to be addressed to make this a smooth transition. In order to plan for this transition, I have appointed Danna Bell, former MARAC Chair, to lead the Bylaws Transition Team.

My sincere thanks go out to those who served on the Ad Hoc Committee on the Revision of MARAC’s Governing Documents, including Committee Chair Lisa Mangiafico, and Committee members Andrew Cassidy-Amstutz, David D’Onofrio, Jim Gerencser, and Amy Schindler. Thank you to former MARAC Parliamentarian Dawn Fairchild, who served the committee in an advisory capacity, and special thank you to John LeGloahec, my predecessor as MARAC Chair, for his hard work and dedication to this effort. Most importantly, I am especially grateful for the feedback from MARAC members, because an integral part of any successful and strong organization is the participation and feedback of the membership.

Brian Keough

MARAC Chair, 2015-2017