ISSA New England Bylaws

Article I. Name

The name of this organization shall be the New England Chapter, hereafter referred to as the "Chapter" of the Information Systems Security Association, Inc., hereafter referred to as the “Association”).

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 systems processing, pursuant to Section 50l(c)(6) of the 1954 Internal Revenue Code.

More specifically, the objectives of the Association 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.

This Chapter is not organized for profit, and no part of the net earnings of this Chapter shall inure to the benefit of any private shareholder or individual. This Chapter shall do nothing inconsistent with obtaining and maintaining exemption from Massachusetts Tax under Massachusetts Law.

No substantial part of the activities of this Chapter shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publication or distribution of statements) on behalf of any candidate for public office.

Article III. Membership

Section 1. Eligibility

Membership in the Chapter is based upon one having primary interest and active involvement in information systems security in the private or public sector. In addition, membership is contingent upon interest in the purposes and objectives of the chapter as stated in Article II, acceptance of the Code of Ethics and is subject to provisions of Articles of Incorporation and Bylaws and the types of membership established by the Association Board of Directors.

Membership is subject to provisions of the ISSA Articles of Incorporation and the Bylaws of ISSA and the Chapter. The types of membership may be referenced at the Association’s website, www.issa.org.

Section 2. Members in Good Standing

Members who maintain their membership with the Association by payment of dues as required under the Article VIII of the Bylaws and who otherwise qualify shall be considered in good standing and entitled to full privilege of membership.

Section 3. Lapsed Memberships

Membership may be terminated if payment of the annual Chapter dues has not been received by the Chapter Treasurer as provided for in Article VII, of the Association’s Bylaws.

Section 4. Resignation

Any member may resign at any time. All resignations shall be made in writing. Dues shall not be refunded.

Section 5. Expulsion

The Chapter 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 judgement has violated the Bylaws, Code of Ethics, or who has been guilty of conduct detrimental to the interests of the Chapter, provided that such person shall have been granted an opportunity for a hearing before the Chapter Board of Directors. The Chapter Board of Directors shall cause at least thirty (30) days’ 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 Chapter Board of Directors shall be final and shall cancel all rights, interest or privileges of such member in the services or resources of the Chapter.

 

Article IV. Organization and Structure of the Chapter

Section 1. Officers

The Officers of the Chapter must be members in good standing at all times. The officers shall consist, at a minimum, of President, Vice-President, Secretary, and Treasurer. Additional officers are optional. Student members may hold office with the consent of the Chapter.

The business of the Chapter shall be managed by the Chapter Board of Directors. A quorum for business shall consist of a majority of the voting members of Board of Directors.

Voting members of the Chapter Board of Directors include Elected Officers, Appointed Directors and the Immediate Past President. Advisors and other Past Presidents are not considered voting members of the Chapter Board of Directors

The Board of Directors shall provide for an independent audit of the financial affairs of the Chapter, at least annually, and at such other times, as it may deem advisable.

Section 2. President

The President shall be the executive officer of the Chapter and shall preside at all meetings. The President shall have the power to call special meetings and shall have the deciding vote in case of tied decisions.

Section 3. Vice President

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 also act as parliamentarian for the Board of Director meetings.

Section 4. Secretary

The Secretary shall record minutes of all Board meetings and shall keep a copy of such minutes and distribute to the Board. The Secretary shall maintain the official records of the Chapter. 

Section 5. Treasurer

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 shall perform a bank reconciliation monthly. 

Section 6. Corresponding Secretary

The Corresponding Secretary shall be responsible for all written and electronic correspondence to the Chapter members for the Chapter Board of Directors.

Section 7. Immediate Past President

The role of the Immediate Past President is that of a voting advisor to the Chapter Board of Directors. If the Immediate Past President is unable to serve, the previous Immediate Past President will be asked to assume the position.

Section 8. Previous Past Presidents

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

Section 9. Duties of Directors

The duties of other Directors will be defined by the Chapter Board of Directors in policy. These duties may include, but will not be limited to, those of Education Director, Sponsor Director, Membership Director, etc. 

Section 10. President Vacancy

In the case of a vacancy in the Office of President, such vacancy shall be filled by appointment by the remaining members of the Chapter Board of Directors, and subject to the consent of a majority of the general membership attending the next general meeting.

Section 11. Officer Vacancy

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

Section 12. Officer Removal

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

Section 13. Term of Office

Each Chapter officer shall take office on January 1 following election and shall hold office until a successor shall have been duly elected and taken office, or until the officer resigns, or until the officer is removed from office.

Section 14. Meetings of the Board of Directors

a. The Board of Directors shall meet at least quarterly at such times and places as it may elect. At such meetings a quorum must be present to conduct business coming before the Board. To constitute a quorum, one-half of the total membership of the Board of Directors then in office must be present in person. All business coming before the Board of Directors for approval shall be approved by a majority vote of those present unless otherwise required by the Bylaws of this Chapter. The meetings shall be conducted under the rules contained in the Robert's Rules of Order Revised, except in those cases where rules are in conflict with these Bylaws, the Bylaws shall govern.

b. At all meetings of the Board of Directors, the President, if present, shall act as Chairperson. In the President's absence, the Chairperson shall be the Vice President, if present. In the absence of both the President and the Vice President, the Recording Secretary shall act as Chairperson. In the absence of the President, Vice President, and Recording Secretary, the members of the Board who are present in person shall, by majority vote, choose one among them to act as Chairperson for that meeting.

c. Notice of meetings of the Board of Directors shall be given to each director in writing by the President or Recording Secretary of the Chapter at least ten days in advance of the meeting or as the Board may otherwise direct. Notice need not be given to any director who signs a written waiver of notice or an approval of the minutes of the meeting either before or after the meeting or who attends the meeting without objecting to the lack of notice thereof.

d. The President or any three directors can call a special meeting.

e. The Board of Directors may exercise any of its powers without a meeting provided unanimous consent of the directors then in office is obtained. If a unanimous decision is not reached by individual calls, a conference call must be held before the action can be approved. Any action of the Board must be documented by the Recording Secretary and added as an addendum to the prior meeting minutes.

f. All regular and special meetings of the Board of Directors may be held by telephone conference call.

g. Written consent by all Elected Officers and a majority of other Directors to any action taken or to be taken by the Chapter shall authorize and validate such actions as though it had been authorized at a meeting of the Board of Directors.

h. Executive Session: The Board of Directors shall be authorized to call for a Board of Directors member only session when applicable, to discuss issues of a confidential nature. Executive sessions will take place after all normal board business is conducted.

i. Unexcused absences: Members of the Board of Directors who are unable to attend a board meeting may be excused from their absence by the Chapter President. Board Members unable to attend Board Meetings must supply a status to the President to avoid an unexcused absence. Any Board Member who accumulates three consecutive unexcused absences shall receive a letter from the Chapter President. The letter shall state the importance of each board member's participation and shall request a statement as to the board member's intention to actively participate in the future. If the board member fails to respond to the letter or accumulates two more consecutive unexcused absences, the President can remove and replace the member with a new appointment.

 

Article V. Committees

A quorum of the Chapter Board of Directors may, at their discretion, establish special committees to assist in running the Chapter business.

Article VI. Elections

Section 1. – Elections

The Vice President, Secretary and Treasurer Officers shall be elected by popular vote, each Chapter member in good standing to be entitled to one vote.

The President shall be elected by majority vote of the total membership of the outgoing Chapter Board of Directors.

All elected officers shall be elected annually by ballot during October by a plurality of the voting members. Each member in good standing is entitled to one vote.

In the case of no-contested positions, the ballot election process of voting members is waived. The Chapter Recording Secretary will cast a single vote and candidates for uncontested positions will be duly “elected” incoming Chapter Officers.

Section 2. -- Nomination

The Immediate Past President shall chair and appoint an Election Committee of at least two members in good standing, which will be charged with the responsibility of conducting the election of officers. This Election Committee shall select the candidates for the election. The selection process shall include recommendations from the membership. All nominees must be current members in good standing of the Chapter. This committee shall also be responsible for counting the annual election ballots and certifying in writing the results of this election.

Section 3. Term of Office

The term of office shall consist of two (2) year(s) commencing on January 1, following the election and the conclusion of the Annual Meeting.

Section 4. Results

The results of the election shall be certified by the Election Committee to the Chapter Board of Directors and announced at the Annual Meeting.

Article VII. Meetings

Section 1. Quorum

All general members in good standing and present in person shall be eligible to vote at the Annual Meeting. A quorum shall be constituted by those eligible to vote at the Annual Meeting.

All business coming before the members at the Annual Meeting for approval shall be approved by a majority vote of those present in person and written ballot unless otherwise required by the Bylaws of the Chapter.

Section 2. General Meetings

Meetings of the general membership will be held during the year on dates, times and at locations determined by the Chapter Board of Directors

Section 3. Special Meetings

Special meetings may be called by the Chapter Board of Directors at any time upon ten-day written notice to all Chapter members.

Section 4. Annual Meeting

a. Purpose

The Annual Meeting of the total membership of the Association shall be held for the purpose of announcing the results of the election of officers and directors and transacting such other business as may properly come before such meetings. The meetings shall be presided over by the President of the Chapter and shall be conducted under the rules contained in Robert's Rules of Order Revised, except in those cases where the rules are in conflict with these Bylaws, the Bylaws shall govern. In the event the President shall not be able to preside, the presiding officer shall be in accordance with the line of succession established for the Board of Directors in Article VI.10.

b. Time and Location

The Annual Meeting shall be held each year on a date, at a time, and at a location to be determined by the Board of Directors.

c. Notification of Meeting

All notices of Annual Meetings of members in good standing shall be sent or otherwise given in writing not less than thirty (30) days before the date of the meeting. The notice shall specify the place, date and hours of the meeting and those matters, which the Board of Directors, at the time of giving the notice, intends to present for action by the members.

 

Article VIII. Financial Administration

Section 1. Fiscal Year

The fiscal year of the Chapter shall be the calendar year unless otherwise established by the Board of Directors. The Chapter will inform the Association if the fiscal year is modified.

Section 2. Chapter Dues and Fees

a. Annual dues shall be due and payable to the Association by the member’s renewal date. Additional Chapter dues and fees may be established as the Chapter Board of Directors direct, with the approval of Chapter members in attendance.

b. Of the dues collected from each member, the Association will forward chapter to the Chapter Treasurer and will be retained in the Chapter treasury.

Section 3. Bank Accounts

Bank accounts and lines of credit in the name of the Chapter shall be established and maintained as directed by the Board of Directors. Signatory authority for all bank accounts shall reside in the duly elected President, Vice President and Treasurer. The Treasurer, or in the absence of the Treasurer, the President or Vice President, must sign all checks. At no time will Chapter funds be merged with personal funds. Chapter funds in an amount designated by the Chapter Board of Directors will be placed into an “emergency” fund separate from other accounts, and requires the signature of three (3) designated Chapter Board of Director members, exclusive of the Treasurer, to withdraw funds.

Electronic transfer shall be established and the information forwarded to the Association.

Section 4. Taxes

The Association will obtain the necessary EIN (Employer Identification Number) for each Chapter in the United States. The Association, and the Chapter, if applicable, follows IRS regulations for filing tax returns.

Section 5. Chapter Retirement

If the Chapter ceases to function, and the membership decide by vote to discontinue operations, all moneys retained in the Chapter account shall revert to the Association for the benefit of the organization.

Section 6. Expenditures

Planned expenditures shall be submitted to the Chapter Board of Directors for approval. Upon completion of approved activity, activity leaders and/or officers must submit authentication and substantiation of incurred expenditures to the Treasurer.

Section 7. Annual Budget

An annual budget forecast shall be submitted to the Chapter Board of Directors by February of each year. The budget forecast shall include all items necessary to conduct the Chapter's business. Disbursement of funds over the approved annual budget forecast requires Board of Director approval.

Section 9. Record Keeping

The books and financial records of the Chapter shall be maintained under the supervision of the Treasurer. All monies due and payable to the Chapter from any source shall be received by the Treasurer, depository, or other fiduciary appointed and approved by the Board of Directors and deposited to the credit of the Chapter in banks, trust companies, and other depositories designated by the Board of Directors. The Treasurer shall be responsible for keeping proper account of all such monies disbursed on behalf of the Chapter and of all records in connection therewith. Financial documents are to be retained for a period of seven (7) years.

Section 10. Financial Reports

A financial report shall be available at all meetings. The records of the Treasurer shall be available for inspection by Chapter members at all reasonable times. The Treasurer shall submit financial statements to the Board of Directors and to the total membership in such form and frequency as the Board of Directors may direct, and to governmental agencies as required by law.

Section 11. Financial Assessment

All financial records of the Chapter will be examined by an independent auditor once every fiscal year. A report in writing of its findings and recommendations shall be made to the Board of Directors and shall be placed on file with the Chapter Recording Secretary and Chapter Treasurer, and shall be maintained as part of the permanent records of the Chapter.

 

Article IX. Limitations of Liability

Section 1. Chapter Liability

The Chapter shall be fully and solely responsible for its own legal and financial affairs, and shall hold harmless the Association, by reason of their affiliation, from any lawsuits, damages, or other expenses or liabilities arising out of the activities of the Chapter.

Section 2. Association Liability

The Chapter shall not be responsible or liable for any lawsuit damages, or other expenses or liabilities arising out of the activities of Association

Section 3. Indemnification and Liability Insurance

No member of the Chapter Board of Directors shall be personally liable for any action taken, or any failure to take any action, as a Board member, except to the extent such action (a) involved a knowing and culpable violation of the law by the board member or (b) enabled the board member to receive an improper personal economic gain.

 

Article X. Headquarters

The Headquarters and official mailing address of this Chapter shall be located in the State of Massachusetts at the address designated by the Board of Directors.

 

Article XI. Amendments to these Bylaws

Section 1. Annual Review

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 familiarizing each Board Member with the duties and responsibilities of their office and to identify any changes that may be required to keep the Bylaws current.

Section 2. Amendments

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

1. 1. Ten percent of the members of the Chapter may at any time propose in writing, signed by them and addressed to the Recording Secretary, the amendment or repeal of any existing provision of, or the addition of any new provision to the Bylaws. Any member of the Chapter Board of Directors may propose in writing the amendment or repeal of any existing provision of, or the addition of any new provision to the Bylaws.
   2. Such proposed amendments, repeals, or additions shall be presented at the next regular meeting of the Chapter Board of Directors. No such proposed amendment, repeal, or addition shall be considered at any meeting of the Chapter Board of Directors unless notice of the proposal has been given to each member of the Board of Directors not less than ten (10) days prior to the meeting.
   3. At the meeting of the Chapter 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 Board members present. If, at the meeting, a quorum being present, two-thirds of the Board members present vote in favor of such amendment, repeal, or addition, it shall be considered as adopted by the Board of Directors.
   4. Such amendments, repeals, or additions to these Bylaws shall be presented to the membership at the next annual meeting of the Chapter where a quorum is present for Chapter ratification by a majority of the attending members.
   5. Amendments to these Bylaws shall become effective after Chapter ratification by the members on the date specified by the Chapter Board of Directors.
   6. A copy of these bylaws and all amendments must be filed with the Association, no later than thirty (30) days following ratification.

 

Article XII. Publications

The Chapter Board of Directors shall exercise general policy control and direction of any publications, editorial, or advertising, which the Chapter may issue.

 

Article XIII. Gratuities and Rebates

Except as described below and elsewhere in these Bylaws, no officer, director, associate, delegate, or other member of the Chapter shall receive any gratuity, compensation, or rebate that may be offered during the performance of his Chapter function. Such gratuity, compensation, or rebate, if offered and accepted, shall be received in the name of the Chapter and shall be applied to the Chapter treasury for the benefit of the total membership.

However, any gratuity or benefit offered to the Chapter that cannot be applied to the treasury shall be given to a fairly selected Chapter member at a subsequent general meeting. Any benefit offered that cannot be applied to the treasury, but requires official Chapter representation shall be disseminated by a majority vote of the Board of Directors. The Chapter member accepting the gratuity or benefit must provide an assessment to the Chapter Board of Directors if they are representing the Chapter for this gratuity or benefit.

Appreciation gifts may be given to deserving Chapter members on an annual basis.

No member shall use the name of the Chapter and/or a Chapter function for the purpose of personal gain, unless there is a mutual benefit to the Chapter and/or its members, and the activity is reviewed and approved by the Board of Directors. Corporate sponsorships and the value from this business relationship are exempt from this provision.