BYLAWS

OF THE PHOENIX CHAPTER

OF THE

INFORMATION SYSTEMS SECURITY ASSOCIATION INC.

ARTICLE I

NAME

 

The name of this organization shall be the Phoenix Chapter, Information Systems Security Association, Inc., (ISSA) hereafter referred to as the "Chapter".

 

ARTICLE II

 

 PURPOSE AND OBJECTIVES

 

The primary purpose of the Chapter is to promote the education of its members for the improvement and development of their capabilities relating to the security of information system processing, pursuant to Section 501 (c)(6) of the 1954 Internal Revenue Code.

 

More specifically the objectives of the Chapter are (a) to promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of information systems security, and information or data processing; (b) to encourage a free exchange of information security techniques, approaches, and problem solving by its members; (c) to provide adequate communication to keep members abreast of current events in information processing and security which can be beneficial to them and their employers; and (d) to communicate to management and to systems and information processing professionals the importance of establishing controls necessary to ensure the secure organization and utilization of information processing resources.

 

ARTICLE III

 

 MEMBERSHIP

 

SECTION 1. Membership in the Chapter is based upon one having primary interest and active involvement in information systems security in the private or public sector, as well as membership in ISSA International. In addition, membership is contingent upon interest in the purposes and objectives of the Chapter as stated in Article II, and observance of the ISSA Code of Ethics as a prerequisite for and as a condition of continued affiliation with the Chapter. Membership is subject to provisions of the ISSA Articles of Incorporation, and the bylaws of ISSA and the Chapter, and to rules established by the ISSA and Chapter Board of Directors. There are two categories of membership:

a. General Members; (i) Professionals who have as their primary responsibility information systems security in the private or public sector, or professionals supplying information systems security consulting services to the private or public sector; or (ii) Educators, attorneys, and law enforcement officers having a vested interest in information/data security; or (iii) Professionals with primary responsibility for marketing or supplying security equipment or products.

b. Student Members: Full-time students with career minded interest information systems security.

SECTION 2. Organizations that have sponsored at least three memberships may send a non-member to a meeting if the three members cannot attend.

SECTION 3. The Chapter Board of Directors, at their discretion, may provide for other classes of membership.

SECTION 4. Members who maintain their membership by payment of dues are required under Article VII of the Bylaws and who otherwise qualify shall be considered in good standing and entitled to full privilege of membership.

SECTION 5. A member is in good standing upon payment of chapter dues. The member is no longer considered a member in good standing if the membership has expired or chapter dues have not been paid.

SECTION 6. Any member may resign at any time, but such resignation shall not relieve the resigning individual from payment of dues for the expired portion of the current fiscal year or give any right to rebate of dues or any right to a pro rata or other share of the assets of the Chapter.

SECTION 7. The Board of Directors, at any meeting at which a quorum is present may, by a two-thirds vote of those present terminate the membership of any member who in its judgment has violated the Bylaws, Code of Ethics, or who has been guilty of conduct detrimental to the interests of the Chapter of ISSA, provided that such person shall have been granted an opportunity for a hearing before the Board. The Board shall cause at least thirty days' (30) notice of the hearing to be given in writing, delivered by registered mail, to the member against whom charges may be preferred. Such action by the Board of Directors shall be final and shall cancel all rights, interests or privileges of such member with regard to Chapter resources and services in future.

ARTICLE IV

 

OFFICERS

 

SECTION 1. The officers of the Chapter must be general members in good standing as of the date of their election. These officers shall be President, Vice President, Secretary, Treasurer, and Communications Director. These officers shall constitute the Board of Directors. The President shall act as Chairperson thereof.

SECTION 2. The President shall be the executive head of the Chapter and shall preside at all meetings of the Chapter. The President shall have the power to call special meetings if deemed necessary for the benefit of the Chapter and shall have the deciding vote in case of a tie decision.

The President shall cause the Chapter Bylaws to be reviewed each year by the Chapter Board of Directors. This review shall be for the purpose of making each Board Member more familiar with the duties and responsibilities of their office and to identify any changes that may be required to keep the Bylaws current.

SECTION 3. The Vice President shall attend to the duties of the President in his/her absence or in case the President's office may become vacant for any cause whatever, and shall attend to any other duties as the President may require. Additionally, the Vice President shall review all membership applications for eligibility. The Vice President shall certify the findings of the Audit Committee annually in August, following the Audit Committee review of Chapter financial records. The Vice President shall serve as Parliamentarian for the purposes of maintaining efficient and smooth operation of meetings, and for keeping them consistent with the Bylaws. In addition, the Vice President shall be responsible for drafting Bylaws changes as necessary on behalf of the Board of Directors.

SECTION 4. The Secretary shall record and keep minutes of all meetings, and shall maintain the official records of the Chapter. He/she shall coordinate with the President to maintain sufficient membership address lists as to ensure that all members in good standing are notified of meetings, and are in receipt of all other correspondence necessary to the conduct of the Chapter. At the direction of the President, the Secretary shall also transmit and respond to all correspondence of the Chapter, and perform any other duties customarily associated with the position. Additionally, the Secretary will be responsible for the publication of the Chapter newsletter, either directly or by supervising an appointed editor.

SECTION 6. The Treasurer shall collect all membership dues and other monies or articles of value belonging to the Chapter, and shall keep an accurate account of all treasury receipts, expenditures, and deposits. The Treasurer will also lead efforts to develop the Chapter spending plan.

SECTION 7. The Communications Director shall manage the communications activities of the Chapter related to web/internet and committees.

SECTION 8. All past Presidents not holding a current office and retaining active membership shall be privileged to attend such meetings held by the Board of Directors, to act only in an advisory capacity and without power to vote.

SECTION 9. The Board of Directors shall manage the daily routine business of the Chapter. A Board quorum for business shall consist of half of the board members being present. This Board may, from time to time, establish special committees for various purposes as required.

SECTION 10. In case of Board vacancy other than the Office of President such vacancy shall be filled by appointment by the President, upon the advice of the remaining Board members, and subject to the consent of a majority of the membership attending the next general meeting.

SECTION 11. On a motion and second from the membership at a general meeting, an officer shall be held before the Chapter for malfeasance (misconduct or wrongdoing) of duty. A two-thirds majority of all members shall be required for removal from office.

SECTION 12. The President may appoint up to 6 Industry Representatives to the Board of Directors from the general membership. The Industry Representatives will be used in an advisory capacity only and will have no voting power on the Board.

 

ARTICLE V

 

ELECTIONS

 

SECTION 1. The Officers of the Chapter, consituting the Board of Directors, shall be elected by popular vote of the Members, in good standing, with each being entitled to one vote.

SECTION 2.  The initial terms of office for Officers shall be for no more than three years, or until such time as a formal Election Process can be drafted and accepted by the Board of Directors for use. Thereafter, the terms of office shall be for one year, commencing in January and ending in December.

SECTION 3. The Vice President will draft an Election Process on behalf of the Board of Directors and Chapter Members, for review and acceptance by the Board, thereafter becoming part of these Bylaws and subject to annual review by the Board.

SECTION 4. Election Process:

a.       Performance:

1.       Goal - Elections should be completed sufficiently in advance of the start of the new terms of office to permit the Officers-Elect to participate in the last Board of Directors (BoD) meeting to facilitate smooth transition of Chapter operations. 

2.       Requirements - For this reason, elections must be completed no later than November to permit the Officers-Elect to participate in the December BOD meeting alongside incumbents.

b.      Nomination Committee:

1.        Goal – Draft slate of qualified candidates for Chapter circulation.

2.       Composition - One Chapter Member in good standing, appointed by President to serve as Nominations Representative  (NR); Communications Director (Comms Dir); and Vice President (VP), as Nominations Committee Chairperson.

3.       Performance – June through July

4.       Requirements (and timeline):

i.      Develop “Call For Nominations” from existing Bylaws Officers with name of incumbents (mid-late-May) – (NR)

ii.     Email "Call For Nominations" to Members in good standing, identifying Offices to be filled with names of incumbents (early-June) – (Comms Dir)

iii.      Publish “Call” at June Chapter meeting (VP-CC)

iv.     Accept Members email “Call” responses (through end-July) – (NR), and use to

v.      Develop “Slate Of Candidates” for all Offices (early-mid-August)– (NR).

vi.      Email “Slate” to Members (late-August) – (Comms Dir)

vii.      Publish “Slate” at September Chapter meeting (VP-CC)

 

c. Election Committee:

1.Goal – Draft ballot from slate of qualified candidates for Chapter circulation.

2. Composition - One Chapter Member in good standing, appointed by President to serve as Elections Representative (ER); Communications Director (Comms Dir); and Vice President (VP), as Committee Chairperson.

3.        Performance – September through November

4.        Requirements (and timeline):

i.      Develop “Election Ballot” from “Slate” (early-mid-September) - (ER)

ii.      Email “Ballot” to Members in good standing (late-September) – (Comms Dir)

iii.      Publish “Ballot” at October Chapter meeting (VP)

iv.     Accept Members “Ballot” responses, whether delivered by email or by hand at Chapter meetings (throughout October until November Chapter meeting - deadline) – (Comms Dir)

v.     Tabulate “Ballots” received (mid-November) – (VP - CC)

 

SECTION 5.  The Vice President will deliver the Election Results and Ballots conveyed from the Communications Director to the President in late November for independent certification of the tabulation made.  The President shall publish the “Results” at the December Chapter meeting and arrange for Officers-Elect to participate actively at the December Board of Directors meeting.  Specific attention should be paid by Officers-Elect to formulate transition questions and set the agenda for new business at the January Chapter meeting following their installation ceremony.

 

ARTICLE VI

 

MEETINGS

 

SECTION 1. The regular meeting of the Chapter shall be held the 1st Tuesday of each month, at or after lunchtime.

SECTION 2. Special meetings shall be duly authorized by the Board of Directors upon ten day written notice to all members of the Chapter.

SECTION 3. At all meetings, a minimum of ten members in attendance shall constitute a quorum for the transaction of business.

SECTION 3. After each meeting, the President will distribute draft minutes to the attendees for review and approval prior to their release to the membership.

SECTION 4. The order of business at regular meetings shall be subject to the rulings of the Chapter Parliamentarian, (and pending version updates as required to make this more efficient, clear, complete and consistent), in accordance with Robert’s Rules of Order, as follows:

        a.     Introductions

        b.     Overview of Agenda

        c.     Status of Business Items

        d.     Goals and Unfinished Business

        e.     Report of the Treasurer

        f.      Reports of Special Committees

SECTION 5. The order of business may be revised or dispensed with by the Board member presiding, if circumstances decree that such action be taken.

SECTION 6. The presiding Board member shall have the authority to appoint a Sergeant at Arms to preserve order and execute commands at any Chapter function.

SECTION 7. Guests may be invited to regular meetings. No fee will be associated with a guest attending a meeting. If a guest attends more than three meetings in the same year, that person should be approached for membership.

 

ARTICLE VII

 

 FINANCIAL ADMINISTRATION

 

SECTION 1. International and Chapter membership dues shall be made payable to ISSA International Headquarters and forwarded by the Treasurer. The ISSA is responsible for crediting the prorated Chapter portion of the lump sum dues payment back to the Chapter of record, in each case. Annual dues shall be due and payable each year. Additional fees may be required as the Board of Directors direct, with the approval of a majority of members in good standing. ISSA International Headquarters will collect dues. Dues collected from each member, will be forwarded to the Chapter by ISSA, International. Payment of dues and fees shall be made in U.S. dollars or the equivalent based on the official exchange rate on the due date of the billing.

SECTION 2. The amount of annual chapter dues shall be recommended by the Board of Directors and shall be approved by a two-thirds vote of the members in attendance during a regular meeting. Any proposed change to the chapter dues must be publicized to the chapter members at least two weeks prior to the regular meeting at which the vote on the change would take place.

SECTION 3. Bank accounts in the name of the Chapter shall be established and maintained as directed by the Board of Directors.

SECTION 4. Signatory authority for all bank accounts shall reside in the duly elected President, Vice President, Secretary, and Treasurer.

SECTION 5. Two members in good standing shall be appointed by the President at the annual September meeting to serve for one year as an internal Audit Committee. Qualifications for service on the Audit Committee will consist of a familiarity with General Accounting Standards and Practices in Arizona, or other appropriate professional experience. The Audit Committee shall be responsible to examine all financial records of the Chapter and provide a report of its findings and recommendations to the membership at the October meeting prior to elections. This report shall be in writing, and shall be maintained as part of the permanent records of the Chapter. The findings of this Audit Committee are subject to review by independent auditing for certification, as may be required.

SECTION 6. The fiscal year of the Chapter shall be January 1 through December 31.

 

ARTICLE VIII

 

LIMITATIONS OF LIABILITY

 

SECTION 1. The Chapter shall be fully and solely responsible for its own legal and financial affairs, and shall hold harmless the management firm for ISSA, International, by reasons of their affiliations, from any lawsuits, damages, other expenses or liabilities arising out of the activities of the Chapter.

SECTION 2. The Chapter shall be neither responsible nor liable for any lawsuits, damages, other expenses or liabilities arising out of the activities of ISSA, International.

 

ARTICLE IX

 

HEADQUARTERS

 

SECTION 1. The Headquarters of the Phoenix Chapter shall be located in the State of Arizona, at the address designated by the Board of Directors.

 

ARTICLE X

 

AMENDMENTS TO THE BYLAWS

 

SECTION 1. - These Bylaws may be amended, repealed, or added to in the following manner only:

a. Ten percent of the members of the Chapter may at any time propose in writing, signed by them and addressed to the Secretary, the amendment or repeal of any existing provision of, or the addition of any new provision to the Bylaws. Any member of the Board of Directors may propose in writing the amendment or repeal or any existing provision of, or the addition of any new provision to the Bylaws.

b. Such proposed amendments, repeals, or additions shall be presented at the next regular meeting of the Board of Directors. No such proposed amendment, repeal, or addition shall be considered at any meeting of the Board of Directors unless notice of the proposal has been given to each member of the Board not less than 10 days prior to the meeting.

c. At the meeting of the Board of Directors called in accordance with the provisions of Paragraph b. above, the proposed amendment, repeal, or addition to the Bylaws shall be considered and voted upon by the members present. If, at the meeting, a quorum being present, two-thirds of the total number of directors present vote in favor of such amendment, repeal, or addition, it shall be considered as adopted by the Board of Directors. Such amendments, repeals, or additions to these Bylaws shall be presented to the membership at the next regular meeting of the Chapter for ratification.

d. Amendments to these Bylaws shall become effective after ratification by the Chapter members at a regular meeting on the date specified by the Board of Directors.

 

 

BYLAWS

OF THE PHOENIX CHAPTER

OF THE

INFORMATION SYSTEMS SECURITY ASSOCIATION INC.

 

 

 

APPROVED ON THIS 6th DAY OF November AT 2:00pm EST,

 

 

Cheri Stucke

SECRETARY

 

 

Jim Groark

TREASURER

 

 

Dee Ramon

MEMBERSHIP DIRECTOR