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J. Michael Pemberton

Tennessee Records Association (TRA)

The Tennessee Records Association (TRA) is approved by the IRS (2002) as a business association. Below are TRA’s bylaws as approved by its membership in 2001.

The purpose of TRA is spelled out in its by laws, but here is a concise statement about TRA:

TRA is intended to meet the educational needs of two Tennessee groups: (1) professional records managers and archivists and (2) those with other roles in government, industry, and not-for-profit organizations who have obligations for the management of records and who need training and support in their work. TRA conferences will work to meet the educational needs and interests of both groups. (In its activities, TRA will strive not compete with the efforts and programs with organizations such as ARMA International, the Tennessee Society of Archivists, and the State Library and Archives.

The Tennessee Records Association
Corporate By-laws As Adopted by Membership

Article One

The Tennessee Records Association is an educational association whose affairs of the Corporation shall be controlled and administered by a board of directors ("the directors") which shall be composed of nine members with at least:

1 member from the staff of Tennessee State Library and Archives

1 member from State Records Management,

1 member from a private corporation engaged primarily in the business of information management,

2 members from local government (1 from county government, 1 from city government)

4 members nominated and elected by the other eight members

Each director will serve for a staggered three-year term but may resign his/her appointment at any time and may be removed, with or without cause, by a three-quarters vote of the entire board of directors. Upon the death, removal, resignation or incapacity of any member of the board of directors, a majority of then-remaining directors shall elect his successor to serve until the next annual meeting.

A director shall be considered incapacitated if for any reason he shall be unable to carry on the duties of his office and the remaining directors shall have declared him incapable of service by three-quarters vote of the entire board of directors.

The directors shall elect their successors each year at the annual meeting.

The directors shall meet annually during the annual State Records Conference at a place, time, and date which shall be fixed by the President and shall hold such other meetings as may be necessary from time to time upon call of the President, who shall specify the place, time and date of the meeting.

Article Two

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, a Vice President, and such other officers as may be elected by the directors. Only directors shall serve as officers of the corporation. Any two offices may be held by the same person, except the office of the President and Secretary.

The President shall preside at all meetings of the directors and shall be the chief executive officer of the corporation. In the absence of the President, the Vice President shall perform the duties of the President.

The Vice President shall be in charge of recruiting and maintaining membership in the Corporation and shall assist with administering the annual Tennessee State Records Conference.

The Secretary shall be the custodian of the minute books of the corporation and shall accurately keep minutes of meetings of the directors.

The Treasurer shall have the authority and responsibility for the safekeeping of the funds and securities of the corporation.

The officers shall be elected at the annual meeting of the directors, which may take place on a day before or after the annual Tennessee State Records Conference.

Article Three

The purposes of the association are to

(1) Provide a forum for the discussion of matters of common concern to information and records professionals in the state,

(2) Foster and promote a better public, corporate, and governmental understanding of the functions, purposes, and values of effective information management and recordkeeping,

(3) Foster better understanding of Tennessee statutes and regulations concerning information and records requirements,

(4) offer continuing education of records professions in the state, including those who wish to pursue certifications, such as Certified Archivist and Certified Records Manager,

(5) cooperate with local, state, regional, and national information and records management associations,

(6) Provide training for those persons in the state who wish to begin or further a records program with which they are associated, and

(7) promote the use cost-effective and efficient use of appropriate information technologies.

Article Four

Persons involved in information and records management may become members of this corporation by paying dues as set by the Board of Directors at the Annual Meeting. Members may serve on the Board of Directors and may be elected as an officer of the corporation.

Article Five

Any sale or transfer of any stock, bond, security or any other property standing in the name of the corporation, shall be valid only if signed by the corporation acting through any three officers. Any transfer signed in this manner, having affixed thereon the seal of the corporation, shall in all respects bind the corporation as fully and completely as if each transaction had been authorized by a specific vote of the directors, and any person, firm or corporation to whom a copy of this Article Five shall have been certified by the Secretary shall be entitled to rely thereon until notified of its repeal.

Article Six

The Treasurer shall at all times maintain records evidencing the property owned by the corporation and its disbursements, and present the same to the annual meeting of the directors, provided, however, that the records shall always be open for inspection by any director. Normally, funds will be disbursed on the approval and signatures of the President and the Treasurer. The Treasurer and one other director may do this if necessitated by the President’s absence. Annually, the President will appoint a committee of the Vice President, the Secretary and one regular member who shall audit the books and report the results to the directors and the membership.

Article Seven

A quorum for the transaction of any business shall be a majority of the directors then in office.

Article Eight

The directors shall serve without compensation except that payment of their annual association dues shall be waived during their term of service.

Article Nine

The board of directors shall have the power to alter, amend, or repeal the bylaws or adopt new bylaws, provided that the bylaws at no time shall contain any provision inconsistent with law or the Article of Incorporation.

Submitted by:

Mike Pemberton

For additional information about TRA, please contact Mike Pemberton, President imainc@mindspring.com or Linda Clark, Treasurer, lmwclark@aol.com

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