BYLAWS OF THE INFORMATION SYSTEMS SECURITY ASSOCIATION INC. PHOENIX CHAPTER
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.
The Chapter objectives in support of this purpose 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 and data protection;
(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 protection and security which can be beneficial to them and their employers;
(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 resources.
(e) To support Information Security Education in the local community so that schools, colleges and universities develop improved information security, training. This may include seminars, displays, and scholarship support for students working on an Information Security curriculum.
ARTICLE III - MEMBERSHIP
SECTION 1. Membership in the Chapter is based upon membership in ISSA International, and a person expressing interest in information systems security. 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:
General Members (any of the following);
(i) Professionals who have responsibility for information systems security, or professionals supplying information systems security consulting services;
(ii) Educators, attorneys, and law enforcement officers having a vested interest in information/data security;
(iii) Professionals with primary responsibility for marketing or supplying security equipment or products;
(iv) individuals with an interest in information protection or Business Continuity / Disaster Recovery
(i) Student membership is intended for full-time students not yet in the workforce. A student membership is subject to approval at the ISSA national level. Applicants must be full-time students in an accredited degree program.
SECTION 2. The Chapter Board of Directors, at their discretion, may provide for other classes of membership.
SECTION 3. A member is in good standing upon payment of Chapter dues and is entitled to full privileges of membership. The member is no longer considered a member in good standing if the membership has expired or Chapter dues have not been paid.
SECTION 4. 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 5. 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, Membership Director, Sponsorship Director, Program Director, and Web Communications Director. These officers shall constitute the Board of Directors. The President shall act as Chairperson thereof. In the event of a tie vote by the Board of Directors, the Chapter President will make the final decision.
SECTION 2. The President shall be the executive head of the Chapter and shall preside at all meetings of the Chapter or appoint somebody else, who need not be a member of the Chapter Board of Directors, but must be a member in good standing in the ISSA, to preside in their place. 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 periodically 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. The President may call for a Board Meeting to amend or alter the Chapter Bylaws. This change must be presented to the general membership at an ISSA meeting.
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. The Vice President shall certify the findings of the Audit Committee annually, 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. At the direction of the President, the Secretary shall also transmit and respond to correspondence of the Chapter, and perform any other duties customarily associated with the position. The Secretary will be responsible for printing and/or publication of Chapter materials for meetings, conferences, and/or training sessions as needed.
SECTION 6. The Treasurer shall collect all membership dues reimbursed by ISSA National Office and other monies 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. The Treasurer will report on the Chapter’s state of funds, and point out the major distributions or expenses at each Board Meeting.
SECTION 7. The Membership Director shall manage the Chapter’s mailing lists, member email addresses, member renewals and current status of the members. The Membership Director shall maintain the official records and Bylaws of the Chapter. The Membership Director will, in coordination with the Program Director, ensure that meeting notifications and other communications as directed are sent to the active member listing. Additionally, the Membership Director shall disposition all membership applications as notifications are received from the ISSA National Office.
SECTION 8. The Program Director shall manage the Chapter Meeting Programs as well as the program for any other events sponsored by the Chapter. The Program Director will work with speakers, presenters, venue managers, and any meeting facilitation services that may be needed. The program selected will always be subject to approval by a committee of the Board of Directors should there be any questions regarding content. Speakers will be informed that their presentation content should be as “vendor neutral” as possible to avoid any appearance of ISSA endorsement, promotion, and or vendor preference.
SECTION 9. The Sponsorship Director will seek sponsorship of the Chapter and the Meetings to defray any cost. This Sponsorship can be in many forms, and may include currency, tools, books, and gifts for members, food, location venues, or any other supporting purpose agreed to by a quorum of the Board of Directors. Sponsors will be presented to the membership as Chapter sponsors and their contribution noted. Recognition on Chapter print and electronic media is allowed pursuant to the guidance of the Board of Directors.
SECTION 10. The Web Communications Director shall manage the communications activities of the Chapter related to web/internet, and committees. The Web Communications Director will post the times of the meetings on the Chapter website in sufficient time for the Members to make plans to attend. Programs of past presentation to the Chapter may be placed on the Chapter Website. It is the duty of the Web Communications Director to assure that the content on the ISSA Chapter site is accurate and in keeping with the high professional standards of the association and updated in a timely fashion.
SECTION 11. 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. Inactive Past Presidents will be invited to the meetings of the Board of Directors at the discretion of the Board.
SECTION 12. 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 13. 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. A Presidential vacancy will cause the Vice President to assume that role, and to appoint an interim Vice President to serve out the remaining term. The person who had received the next highest number of votes will be considered. This appointment is subject to approval by a quorum of the Board.
SECTION 14. 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.
SECTION 15. The President may appoint up to six Industry Representatives or Interested Members to the Board of Directors from the general membership. Both will be used in an advisory capacity only and will have no voting power on the Board. These advisors serve at the pleasure of the President.
ARTICLE V - ELECTIONS
SECTION 1. The Officers of the Chapter, constituting 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 terms of office shall be for two years, commencing in January and ending in December. Any member nominated must affirm that they accept the nomination and will fulfill the duties of the position if elected. No Board member may serve more than two (2) consecutive terms in the same elected position (4 years – one position) unless no other nominations are received during the election cycle. That Board member may be elected to another Board position for a normal term.
SECTION 3. Nominations for the position of Chapter President shall only be accepted if the candidate has served in another capacity as a member of the Board of Directors for at least one term (two years) in the last four years.
SECTION 4. 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 review by the Board.
SECTION 5. Election Process:
Elections must be completed before Q4 of the election year to permit Officers-Elect to participate in the final Board of Directors meeting with the previous Directors to ensure a smooth transition of Chapter operations.
2) Nomination Committee:
The Nomination Committee shall draft a slate of qualified candidates for Chapter circulation.
The Nomination Committee shall consist of one or more Chapter Members in good standing, appointed by President to serve as the Nominations Representative (NR).
The Vice President (VP) shall serve as Nominations Committee Chairperson.
The Web Communications Director (Web Comms Dir) shall serve as the Nominations Committee Secretary.
Any current Board of Director serving may submit for nomination up to the term limits of their current position.
Nominations from the Chapter membership shall also be welcome and included on the ballot.
Requirements (and timeline):
Nominations Representative to develop “Call For Nominations” from existing Bylaws. Form will contain the list of Officers with name of incumbents (Due: No later than Q2 meeting).
Email “Call for Nominations” to Members in good standing, identifying Offices to be filled with names of eligible incumbents (No later than Q2 meeting). “Call for Nominations” should include an actively monitored email/web address for nominations submittal.
Publish “Call for Nominations” on ISSA Web site immediately after Q2 meeting – ensure response email/web address is monitored.
Accept Members email “Call” responses (For 40 days from Q2 meeting).
Nominations Committee will contact all valid candidates and develop “Slate of Candidates” for all Offices. Candidates will be allowed to submit a one-paragraph biography/campaign statement not to exceed 150 words to be published in the election materials.
Email “Slate” to Members for voting – Allow 24 days for voting (Membership Dir)
Tabulate “Ballots” received and announce results to the Membership – (VP – Web Comms Dir)
SECTION 6. The Vice President, or appointed representative, will deliver the Election Results and Ballots conveyed from the Web Communications Director to the President in late Q4 for independent certification of the tabulation made. The President shall arrange to publish the “Results” on the website and announce them at the Last Quarter Meeting, and arrange for Officers-Elect to participate actively at the next 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 next Board meeting following their installation.
ARTICLE VI - MEETINGS
SECTION 1. The regular meetings of the Chapter shall be held typically on the 1st or 2nd Thursday of the last month of each annual quarter, at or after lunchtime. Holidays and special concerns may change the date.
SECTION 2. Special meetings shall be duly authorized by the Board of Directors when needed upon ten day electronic notice to all members of the Chapter.
SECTION 3. At all ISSA meetings, a minimum of ten members in attendance shall constitute a quorum for the transaction of business.
SECTION 4. The order of business at regular meetings shall be subject to the rulings of the Chapter, Board, as required to make this efficient, clear, complete and consistent. An example follows:
Introduction and Welcome
Overview of Agenda
Status of Business Items, which may include recognition of Sponsors
Goals and Unfinished Business
Reports of Special Committees if required
Sponsor Presentations if any
Awarding any Door Prizes
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 other than the average cost of the meal will be associated with a guest attending a meeting. If a guest attends more than one complementary meeting in the same year, that person should be approached for membership. Future free admission may be denied at the pleasure of the Board of Directors.
ARTICLE VII - FINANCIAL ADMINISTRATION
SECTION 1. International and Chapter membership dues shall be made payable to ISSA International Headquarters and forwarded by the Applicant. The ISSA International Headquarters 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. A change in the amount of annual Chapter dues shall be recommended and approved by the Board of Directors. Any proposed change to the Chapter dues must then be publicized to the Chapter Members at least two weeks prior to the time that they would become active.
SECTION 3. Bank accounts in the name of the Chapter shall be established, monitored 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, and Treasurer. Alternates may be appointed for specific purposes at the direction of the Board of Directors.
Limits to expense authorizations shall be as follows:
Expenditures from $1 to $499 shall be at the discretion of the President.
Expenditures from $500 to $4,999 shall be approved by a simple majority vote of the standing Board of Directors. Voting may be conducted in person, or by email.
Expenditures over $5,000 requires approval of 2/3 majority of the Board of Directors. Voting must occur either in person, or on a voice conference bridge meeting.
SECTION 5. Two members in good standing, or from an approved professional affiliated organization, shall be appointed by the President to serve for one year as an internal Audit Committee or to approve an outside audit. 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 Board of Directors. 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 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 ofArizona, at the address designated by the Board of Directors.
SECTION 2. Members are encouraged to attend all events and meetings in person at the site designated. Members in good standing may participate in meetings and events remotely (electronically) if such services are available.
ARTICLE X - AMENDMENTS TO THE BYLAWS
SECTION 1. – The bylaws will be reviewed and updated as conditions warrant. They should be available to the General Membership of the Chapter. These Bylaws may be amended, repealed, or added to in the following manners:
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, revision, or repeal of any existing provision of, or the addition of, new provision to the Bylaws.
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.
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.
Amendments to these Bylaws shall become effective on the date specified by the Board of Directors.