Chapter By-Laws

Approved by the Chapter, 7/21/2005.
Adopted by the Board, 8/2/2005.

Bylaws of the Sacramento Valley Chapter
of the Information Systems Security Association

Version 1.8 June 17, 2005

Respectfully Submitted by Dean Hipwell, President

Sacramento Valley Chapter, ISSA

 

 
Document Control

Amendment Record

Date

Version

Comments

11/30/2004

1.0

Initial proposal document created.

4/6/2005

1.1

Renumbered paragraphs.

4/8/2005

1.2

Modified to Bylaws template in preparation for discussion.

4/9/2005

1.3

Added suggested changes to organization structure – specifically:
            (1) add an Executive Secretary to officers,
            (2) move Treasurer to officers,
            (3) move Librarian to Resources,
            (4) add Course Scheduling to Education, and
            (5) add the word “Manager” to the titles of several directors.

Rearranged organization structure to show hierarchy from officers to directors and managers.  Rearranged paragraphs to match.

5/19/2005

1.4

Changed “Executive Secretary” to “Vice-President of Chapter Relations”

Changed “Treasurer” to “Vice-President of Finance”

Added the following committees:

            (1) Planning,
            (2) Budget,
            (3) Professional Development

6/3/2005

1.5

Changed quorum definitions.

6/7/2005

1.6

Changed “Vice-President of Finance” back to “Treasurer”

6/14/2005

1.7

Revised signatory paragraphs.

6/17/2005

1.8

Removed edit dates. Standardize paragraph numbers.

Document Review

Date

Reviewer

Comments

12/7/2004

Board of Directors

ISSA-SVC

1/4/2005

Board of Directors

ISSA-SVC

2/1/2005

Board of Directors

ISSA-SVC

2/24/2005

Bylaws Committee

ISSA-SVC

3/1/2005

Board of Directors

ISSA-SVC

4/22/2005

Bylaws Committee

Part 1 – Organization

4/28/2005

Bylaws Committee

Part 2 – Membership

5/3/2005

Bylaws Committee

Part 3 – Officers and Committees

5/13/2005

Bylaws Committee

Part 4 – Elections and Dismissals

5/19/2005

Bylaws Committee

Part 5 – Meetings

5/24/2005

Bylaws Committee

Part 6 – Finance

5/31/2005

Bylaws Committee

Part 7 – Bylaws Changes

6/3/2005

Board of Directors

Final Revision

6/17/2005

Board of Directors

Final Revision

Table of Contents removed for formatting issues..... see full document for TOC reference

 

1.  Organization

1.1.  Name

The name of this organization is the Sacramento Valley Chapter, Information Systems Security Association, Inc., (ISSA) hereafter referred to as the "Chapter".

1.2.  Location

The Chapter shall be located in the State of California at an address designated by the Board of Directors.

1.3.  Purpose

The primary purpose of the Chapter is to educate its members in support of technical and management practices that ensure the confidentiality, integrity and availability of information resources.

1.4.  Objectives

The objectives of the Chapter are:

1.     Expand the knowledge and skills of members by promoting and providing education in the field of information security.

2.     Encourage the free exchange of information and ideas among members.

3.     Keep members informed of current events in information technology and information security.

4.     Communicate the importance of securing information and improving information security awareness to stakeholders, managers, professionals and non-professionals.

1.5.  Leadership Positions

1.     Chapter leadership positions will consist of Executives, Directors, Managers, Assistants, Advisors and Committees, as required by the Chapter to conduct business.

2.     The Executives will consist of a President, Vice-President, Vice-President of Chapter Relations and Treasurer.

3.     The Executive Board of Directors will consist of the Executives plus Directors for Education, Operations, Communications and Resources.  Each Director will manage tasks and positions relating to the assignment.  This constitutes the officers of the Chapter each of which must be duly elected by the Chapter.

4.     The Chapter Board of Directors consists of the Executive Board of Directors, all Managers, and the Chairs of all boards and committees.  Upon recommendation by at least two members of the Chapter Board of Directors, the President may appoint any person to a leadership position.

5.     Duties and responsibilities of leadership positions are described in Leadership.

6.     Duties and responsibilities of boards and committees are described in Committees.

2.  Membership

2.1.  Conditions of Membership

1.     Membership in the Chapter is based upon individuals and organizations having active interest in information security in the academic, public or private sectors.

2.     Membership is contingent upon interest in the purpose and objectives of the Chapter, as stated in Article I of the Bylaws.  Membership is also contingent upon observance of the ISSA Code of Ethics as a prerequisite for, and as a condition of, continued affiliation with the Chapter.

3.     Membership is subject to provisions of the ISSA Articles of Incorporation, the Bylaws of the ISSA and the Chapter, and to rules established by the ISSA and the Chapter.

2.2.  Categories

There are three categories of membership: General, Student and Organization.

2.2.1.  General Members

1.     General members are individuals who are:

a.     Professionals who have as their primary responsibility information security in the academic, public or private sectors;

b.    Professionals who supply information security products or services to the academic, public or private sectors;

c.     Educators, attorneys and law enforcement officers having interest in information security; or

d.    Any member of the general public having specific interest in information security.

2.     General members pay dues, can vote and hold office, and are eligible for all the rights and privileges of membership.

2.2.2.  Student Members

1.     Student members are full-time students in an accredited institute of higher education.

2.     Student members have the same rights and privileges as general members except for the right to vote and hold office.

2.2.3.  Organization Members

1.     Organization members are individuals who are tasked by their employer to represent their organization to the Chapter.  Organizations who purchase membership may designate one employee to participate in Chapter activities and receive benefits, such as discounts.

2.     Organization memberships will belong to the organization, not the employee.

3.     Organization members have the same rights and privileges as general members except that only the designated employee has the right to vote and hold office.  Employees who pay individual dues qualify as general members.

2.2.4.  Other Memberships

The Chapter Board of Directors, at their discretion, may provide for other categories of membership.

2.3.  Responsibilities

1.     Members who maintain their membership by payment of dues and who otherwise qualify are considered in good standing and entitled to full privilege of membership.

2.     The membership year is based upon the anniversary date of a member joining the ISSA.

3.     Membership is considered lapsed if the payment of dues has not been received by the Treasurer by the membership expiration date.  Membership may be renewed by payment of dues for the calendar year beginning at the membership expiration date.  Memberships that have lapsed for one calendar year past the expiration date may re-apply for membership.

4.     Any member may resign at any time.  Resignation shall not relieve the resigning member from payment of dues for the expired portion of the current fiscal year.  Resignation shall not give any right to rebate of dues or any right to a pro rata or other share of the assets of the Chapter.  Resignation shall not entitle the resigning member to any discounts for services or products offered to Chapter members.

5.     Chapter members must report known acts that violate the Conditions of Membership to any member of the Chapter Board of Directors.  Failure to report such acts is grounds for termination.  Such reports will be held in strictest confidence and forwarded to the President for disposition.

2.4.  Termination

1.     Membership may be terminated if a member’s conduct violates the Conditions of Membership.

2.     Members of the Chapter Board of Directors must hold reports of violations in strictest confidence and notify the President for disposition.

3.     Any communication regarding possible misconduct to anyone other than the President is considered failure to maintain confidence and is grounds for dismissal from the Board and termination of membership.

4.     The Chapter Board of Directors may, by a two-thirds vote of a quorum of board members, terminate the membership of any member who, in its judgment, has violated the Conditions of Membership or who has been guilty of conduct detrimental to the interests of the Chapter or the ISSA.  Terminations shall take effect immediately and remain in effect for a period of one calendar year.

5.     Termination of membership cancels all rights, interests and privileges of such member in the services or assets of the Chapter.

6.     If requested by the terminated member within 90 calendar days of the date of termination, the member shall be granted a hearing before the Chapter Board of Directors to give cause why membership should not have been terminated.  If upheld, the termination will remain in effect for a period of one calendar year from the date of termination.  If overturned, the member is reinstated immediately, but may not hold office for a period of one calendar year after the original date of termination.  Reinstatement shall not give any right to rebate of dues or any right to a pro rata or other share of the assets of the Chapter.  Reinstatement shall not entitle the reinstated member to any services or assets provided to Chapter members during the period of termination.

3.  Partnership

3.1.  Conditions of Partnership

1.     Partnership with the Chapter is based upon organizations having active interest in information technology and information security in the academic, public or private sectors.

2.     Partnership is contingent upon interest in the purpose and objectives of the Chapter, as stated in Article I of the Bylaws.  Partnership is also contingent upon observance of the ISSA Code of Ethics as a prerequisite for, and as a condition of, continued affiliation with the Chapter.

3.     Partnership is subject to provisions of the ISSA Articles of Incorporation, the Bylaws of the ISSA and the Chapter, and to rules established by the ISSA and the Chapter.

4.     The privileges and benefits of Partnership must be spelled out in a Partnership agreement mutually agreed to, in writing, between the Chapter and the Partner.

5.     Partnership agreements can be entered into by any member of the Executive Board of Directors with the advice and consent of the Chapter.

6.     Privileges and benefits of partnership can include:

a.     Information sharing between the partner and Chapter members,

b.    Display of a partner logo at meetings of the Chapter, in Chapter materials, and on the Chapter website,

c.     Hyperlinks interconnecting the Chapter and corporate websites,

d.    Use of facilities for Chapter meetings and events,

e.     Discounts for products and services,

f.     Coordinating activities, such as conferences, seminars and symposia,

g.    Other benefits as defined in a Partnership agreement.

3.2.  Categories

Categories of partnership include: Corporate, Academic, Public and Non-profit.

3.2.1.  Corporate Partnership

Corporate partnerships may be established between the Chapter and private sector corporations.

3.2.2.  Academic Partnership

Academic partnerships may be established between the Chapter and institutes of higher education.

3.2.3.  Public Partnership

Public partnerships may be established between the Chapter and government institutions.

3.2.4.  Non-Profit Partnership

Non-Profit partnerships may be established between the Chapter and non-profit organizations.

3.3.  Responsibilities

1.     The partnership year is based upon the anniversary date of entering into a partnership agreement.

2.     Partners who maintain their partnership by payment of fees and who otherwise qualify are considered in good standing and entitled to full privilege of organization membership.

3.     Partnership is considered lapsed if the payment of fees has not been received by the Treasurer by the partnership expiration date.  Partnership may be renewed by payment of fees for the partnership year beginning at the partnership expiration date.  Partnership agreements can be renegotiated at any time.

4.  Leadership

4.1.  Requirements

1.     Members holding leadership positions must be general members in good standing as of the date of their election or appointment.

2.     Leadership positions are prescribed by an executive with the advice and consent of the Executive Board of Directors.  Duties and responsibilities are described in these Bylaws.  Specific tasks may be detailed in other official documents of the Chapter.

4.2.  General Responsibilities

1.     Chapter leaders are responsible for ensuring security and maintaining order at all Chapter activities.

2.     Chapter leaders recruit potential members.

4.3.  Executives

4.3.1.  President

Responsibilities

1.     The President is the Chief Executive Officer of the Chapter.

2.     Subject to approval of the Executive Board of Directors, the President is responsible for the general supervision, direction and control of the affairs of the Chapter.

Duties

1.     Chairs all meetings of the Chapter.

2.     Chairs all meetings of the Executive Board of Directors and the Chapter Board of Directors.

3.     Calls special meetings as required for the benefit of the Chapter.

4.     Casts the deciding vote in all cases of tied decisions.

5.     Assigns the task of monthly reconciliation of the bank account to the Treasurer.

6.     Represents the Chapter by attending the annual President’s meeting held by the ISSA.

a.     The Chapter’s annual budget shall provide funds for one person, designated by the President, to attend the annual President’s meeting held by the ISSA.  Such funds shall reimburse all costs associated with attending, including travel, hotel and meals, subject to approval by the Executive Board of Directors.

4.3.2.  Vice President

Responsibilities

In the absence of the President, the Vice-President assumes all duties and responsibilities of the President.

Duties

Acts as Chapter Parliamentarian.

4.3.3.  Vice-President of Chapter Relations

Responsibilities

The Vice-President of Chapter Relations is responsible for organizing and coordinating the Chapter.

Duties

1.     Establish and maintain a schedule of meetings and events for the calendar year.

2.     Define the responsibilities and duties for each leadership position.

3.     Ensure correspondence and communications are efficiently and effectively managed.

4.3.4.  Treasurer

Responsibilities

Collects and disburses all funds and keeps an accurate account of all receipts, expenditures, and deposits.

Duties

Reports the financial status of the Chapter upon request from the President.

4.4.  Directors

4.4.1.  Education

Education consists of positions relating to the education activities of the Chapter including Planning, Courseware, Library, History, and Moderator.

4.4.1.1.  Director of Education

The Director of Education manages the tasks and positions relating to development, planning and presentation of security awareness, training and education materials.

4.4.1.2.  Course Planning

Plans courses, seminars and presentations.  Collects and coordinates presentation materials and member notes for use as courseware.

4.4.1.3.  Course Development

Develops course content for all Chapter education events.  Receives and organizes educational content considered of interest by members.  Disseminates educational materials via the Chapter website, e-mail or the production of computer media, such as a CD or DVD.

4.4.1.4.  Course Scheduling

Organizes and coordinates courses, seminars and presentations.  Recruits instructors, schedules classrooms, ensures students are informed of dates, times and places.

4.4.1.5.  Historian

Maintains the official records and history of the Chapter.  Retains the latest, official version of the Chapter Bylaws signed by Chapter officers.

4.4.1.6.  Forum Moderators

Moderates forums on the Chapter website and ensures there is at least one new item per week on each forum.

4.4.2.  Operations

Operations consists of positions relating to general operations of the Chapter including Events, Policy Development, Marketing, Web Engineering, and Liaisons.

4.4.2.1.  Director of Operations

The Director of Operations manages tasks and positions relating to general operations of the Chapter.

4.4.2.2.  Events Manager

Plans, schedules and coordinates events including Chapter meetings, seminars, the annual Chapter symposium, and Chapter participation at the events of other organizations.

4.4.2.3.  Policy Manager

Develops policies and procedures that provide guidance and establish quality control over the general operations of the Chapter.

4.4.2.4.  Marketing Manager

Develops relationships between the Chapter and Sponsors.

4.4.2.5.  Engineering Manager

Maintains a secure web presence for the Chapter.

4.4.2.6.  Liaisons Manager

Develops relationships between the Chapter and non-profit organizations.

4.4.3.  Communications

Communications consists of positions relating to general communications of the Chapter including Corresponding, Recording, and Scheduling Secretaries, Public Relations and Newsletter Editor.

4.4.3.1.  Director of Communicaitons

The Director of Communications manages the tasks and positions relating to general communications of the Chapter.

4.4.3.2.  Public Relations Manager

Promotes Chapter events and acts as Chapter spokesperson to the public.

4.4.3.3.  Newsletter Editor

Develops, edits and disseminates a periodic Chapter newsletter.

4.4.3.4.  Corresponding Secretary

Receives and sends all Chapter correspondence, electronic and paper.  Sole maintainer of all mailing addresses and lists stemming from those addresses.

4.4.3.5.  Recording Secretary

Records Chapter activities at all events including meeting minutes and voting results.  Ensures records are delivered to the Historian.

4.4.3.6.  Scheduling Secretary

Coordinates Chapter planning by maintaining a calendar of events that includes all Chapter events as well as other events considered of interest by members.  Also coordinates member participation at events by maintaining task lists, hourly schedules, project plans or other methods.

4.4.4.  Resources

Resources consist of positions relating to the membership and accounting activities of the Chapter including Membership, Registrar, Auditor, and Logistics.

4.4.4.1.  Director of Resources

The Director of Resources manages the tasks and positions relating to budget, membership roles, status and participation, and relationship with other organizations.

4.4.4.2.  Membership Manager

Maintains the status of all members, current and former.  Maintains the membership roles by membership ID.  Confirms eligibility of members and order of accession.

4.4.4.3.  Librarian

Obtains, stores and loans information security literature and media to Chapter members.

4.4.4.4.  Logistics Manager

Ensures Chapter assets are maintained, delivered to events, setup, recovered and securely stored.

4.4.4.5.  Registrar

Maintains the status of all members and non-members who sign-up or RSVP for events.  Records attendance at all events for the purpose of recording and issuing continuing professional education credits.  Records and issues continuing professional education credits.

4.4.4.6.  Auditor

Audits all financial and continuing professional education credit records.

4.5.  Other Roles

4.5.1.  Assistants

Each Chapter executive, director and manager may designate one or more assistants.  Assistants help perform duties and may present reports in the absence of an executive, director or manager.  Assistants may not make business decisions or vote in place of an executive, director or manager, unless provided with a written and signed proxy.

4.5.2.  Chair

Each board, committee, meeting and event will have a Chair who regulates the conduct of business.  The President Chairs all meetings of the Chapter, Executive Board of Directors, and Chapter Board of Directors.  For all other boards, committees, meetings, and events, a Chair will be selected from attendees either by a vote of attendees or through appointment by the President.  When voting, the person receiving more votes than any other person becomes the Chair.  In cases of a tie, the member who received the most votes and has the lowest ISSA membership ID number will be the Chair.

4.5.3.  Sergeant-at-Arms

The Chair may appoint a Sergeant-at-Arms to preserve order and execute commands at any Chapter function.

4.5.4.  Recorders

If present, the Recording Secretary will take minutes and deliver prepared copy to the Historian.  In the absence of the Recording Secretary, the Chair must appoint a recorder who will take notes and deliver a copy to the Recording Secretary.  At events, the Director of Communications may appoint recorders to take notes and deliver copies to the Recording Secretary.  The Recording Secretary will ensure all notes are made suitable for electronic publication.

4.6.  Vacancies

1.     From time to time, leaders will vacate positions because of reassignment, resignation or dismissal.

2.     The President may request leaders to perform the tasks of a vacant position until a member is appointed.  Leaders who accept the position may vacate another position.

3.     Leaders may resign at any time by giving written notice to the President.  Resignations take effect immediately and must be accepted by the Chapter.

4.     Leaders may be dismissed for misconduct as described in Article VI.

5.     Additionally, if a member in a leadership position does not attend three consecutive meetings of the Chapter, the President may declare the position vacant.

6.     The President may appoint members in good standing to fill vacant positions until an election is held.

Figure 1. Chapter Organization

5.  Committees

The Executive Board of Directors may establish standing and special committees for various purposes, as required.  The Chair of each board and committee is prescribed in these Bylaws or, if not prescribed, is selected by majority vote from among attending members of the board or committee.

5.1.  Standing Committees

Standing committees, called boards, meet regularly to review the state of the Chapter in order to give direction or offer advice on the conduct of business.

5.1.1.  Executive Board of Directors

1.     The Executive Board of Directors oversees the management of the Chapter and makes strategic decisions – committing the resources of the Chapter to fulfilling the purpose and objectives of the Chapter.

2.     The Executive Board of Directors consists of the Executives plus the Directors of Resources, Communications, Education, and Operations.

3.     Members of the Executive Board of Directors are elected by vote of the Chapter.

4.     The President will chair meetings of the Executive Board of Directors.

5.1.2.  Chapter Board of Directors

1.     The Chapter Board of Directors manages the resources of the Chapter and makes operational decisions in planning, organizing and conducting activities of the Chapter.

2.     The Chapter Board of Directors consists of the Executive Board of Directors, all Managers, and the Chairs of all boards and committees.

3.     Members of the Chapter Board of Directors who are not elected according to these Bylaws, are appointed by the President on the recommendation of at least two members of the Chapter Board of Directors.

4.     The President will chair meetings of the Chapter Board of Directors.

5.1.3.  Board of Advisors

1.     The Board of Advisors assists the Chapter by advising the Chapter Board of Directors on plans, organization and conduct of the Chapter.

2.     The Board of Advisors consists of any past Presidents and Vice-Presidents interested in continuing an active role in the Chapter.

3.     Members of the Board of Advisors are appointed by the President with the advice and consent of the Executive Board of Directors.

5.2.  Special Committees

Special committees are chartered as required to plan, organize and conduct events and special tasks.  Each special committee will consist of at least one position representing each Director plus one Advisor, Partner or member-at-large in good standing.  The President may make or change assignments as required; however, the minimum assignments for each committee are prescribed in these Bylaws.

5.2.1.  Symposium Committee

1.     The Symposium Committee plans, organizes and conducts the annual Chapter symposium.

2.     The Symposium Committee consists of the Events Manager, who chairs the committee, Registrar, Public Relations, Planning and one or more partners in good standing who hold no position in the Chapter.

3.     Because the annual symposium is a major undertaking, all other members of the Chapter Board of Directors and Advisors can be expected to participate.

5.2.2.  Bylaws Committee

1.     The Bylaws Committee reviews all proposed changes to the Bylaws, presents proposals to the Chapter for votes, and prepares updated Bylaws.

2.     The Bylaws Committee consists of the Historian, who chairs the committee, Librarian, Corresponding Secretary, Policy Manager, and one member of the Board of Advisors.

5.2.3.  Elections Committee

1.     The Elections Committee conducts all elections, including nominations for elections, and conducts all votes regarding changes to the Bylaws.

2.     The Elections Committee consists of the Recording Secretary, who chairs the committee, Librarian, Membership, Logistics, and one general member in good standing who holds no position in the Chapter.

5.2.4.  Audits Committee

1.     The Audits Committee conducts audits of all accounts, including financial and educational credit, as described in Finance, Audit and Liability.

2.     The Audits Committee consists of the Auditor, who chairs the committee, Newsletter Editor, Web Engineer, Moderators Coordinator and one general member in good standing who holds no position in the Chapter.

3.     No individual acting in the capacity of any of the following positions for the 12 calendar months preceding an audit will be qualified to be a member of the Audits Committee:

a.     Any member or assistant of the Executive Board of Directors.

b.    Any manager or assistant of the Director of Resources, except the Auditor.

c.     Any member of the Fund-Raising committee.

d.    Any member having signatory authority.

5.2.5.  Fund-Raising Committee

1.     The Fund-Raising Committee acquires services and merchandise for the purpose of raising funds for the Chapter.

2.     The Fund-Raising Committee consists of the Marketing Manager, who chairs the committee, Logistics, Scheduling Secretary, Course Scheduling, and one sponsor in good standing who holds no position in the Chapter.

5.2.6.  Engineering Committee

1.     The Engineering Committee manages content on the Chapter web site and plans technical services in support of the Chapter.

2.     The Engineering Committee consists of the Web Engineer, who chairs the committee, Librarian, Scheduling Secretary, Moderators Coordinator, and one member in good standing who hold no position in the Chapter.

5.2.7.  Planning Committee

1.     The Planning Committee prepares and maintains a plan of operations for the calendar year.  This includes meetings, milestones, seminars, special events and resource requirements.

2.     The Planning Committee consists of the Planning director, who chairs the committee, Events, Scheduling Secretary, Membership, and one member of the Board of Advisors.

5.2.8.  Budget Committee

1.     The Budget Committee prepares and maintains a financial plan for the calendar year.  This includes revenues and expenditures.

2.     The Budget Committee consists of the Newsletter Editor, who chairs the committee, Course Scheduling, Liaisons, Auditor and one member in good standing who holds no position in the Chapter.

5.2.9.  Professional Development Committee

1.     The Professional Development Committee prepares and maintains educational content for presentation to Chapter members.  This includes courseware, courses and assignment of continuing professional education credits.

2.     The Professional Development Committee consists of the Course Development director Editor, who chairs the committee, Engineering, Public Relations, Registrar, and one member in good standing who holds no position in the Chapter.

The following chart illustrates the minimum members of each special committee.

Table 1 - Special Committee Members

Note: (c) indicates the Chair of the committee unless the committee determines otherwise.

6.  Elections

6.1.  Requirements

1.     At each December meeting of the Chapter, the Elections Committee will conduct elections for all leadership positions that must be duly elected by the Chapter.

2.     Only members in good standing are eligible to be elected or appointed to a leadership position.

3.     The term for all leadership positions is one year, commencing on January 1st and ending on December 31st.

4.     Unless declared vacant by the President, each position of the Executive Board of Directors will be filled by election of the Chapter.  The President may appoint members in good standing to fill vacant positions until an election is held.

6.2.  Nominations

1.     At least 30 calendar days prior to an election, or whenever a motion for special election is approved by the Chapter, the Elections Committee will accept nominations for election.

2.     Nominations for election shall be made to the Elections Committee.

3.     Members in good standing may submit names, including their own, to the Elections Committee for election.

4.     The Elections Committee will determine the eligibility and willingness of persons nominated for election, such determination published on the Chapter website.

5.     The Elections Committee will solicit a resume and statement of purpose from each nominee so that Chapter members can make informed decisions about each nominee’s background, qualifications and intent.  The resume and statement of each nominee will be posted separate from other nominees on the Chapter website.

6.3.  Presentation

1.     All eligible and willing persons nominated will be presented to the Chapter for election consideration.

2.     The Elections Committee will prepare paper ballots in sufficient quantities for all members to vote.  Paper ballots will contain the names of all persons and positions being considered for election.  All positions on the ballot will have at least two choices, at least one of which allows members to vote for a write in candidate.

3.     The Elections Committee will prepare an electronic presentation suitable for display purposes during a voice vote or show of hands.  Each position will be displayed on a separate page, slide or foil, containing the names of all nominees for that position.

6.4.  Elections

6.4.1.  General

1.     Elections may be conducted by voice vote, show of hands, paper ballot or secret ballot.

2.     Each member in good standing who is eligible to vote is entitled to one vote.  Entitlement will be determined by the Elections Committee.

6.4.2.  Procedures

At the meeting of the Chapter at which an elections is scheduled:

1.     The President will determine the method of voting, by a motion, second and vote of attending Chapter members.

2.     If there is no motion or second, the President will decide the method of voting.

3.     For a voice vote,

a.     The President will announce the position being elected.

b.    The position and nominees will be displayed to the Chapter.

c.     For each nominee, the President will poll the Chapter: Those in favor say “Aye”.  Those against say “Nay”.

d.    The nominee who, in the opinion of the President, received the most Aye vote will be declared the winner.

4.     For a show of hands,

a.     The President will announce the position being elected.

b.    The position and nominees will be displayed to the Chapter.

c.     For each nominee, the President will poll the Chapter by a show of hands.

d.    The nominee who, in the opinion of the President, received the most hand votes will be declared the winner.

5.     For a paper ballot,

a.     The President will yield the Chair to the Elections Committee.

b.    The Elections Committee will distribute paper ballots to all voting members.

c.     Members will complete the ballot and return it to the Elections Committee.

d.    The Elections Committee yields the Chair back to the President.

e.     The Elections Committee will count all votes and report results back to the President.

f.     The President announces the results of the election.

6.     For a secret ballot, the procedures will be the same as for paper ballots except that the Elections Committee chair will temporarily adjourn the meeting for a period of not more than 15 minutes to give members an opportunity to leave the room and complete a ballot in secret.

6.5.  Special Elections

1.     From time to time, the Chapter may require a special election to fill vacancies or to confirm appointments to elected leadership positions.

2.     A call for a special election will be determined by a motion, second and vote at a meeting of the Chapter.  If a majority of the total number of members present vote in favor, a special election will be held at the next meeting of the Chapter.

3.     Confirmation of an appointment will be determined by a motion, second and vote at a meeting of the Chapter.

a.     On a motion to approve the appointment, if a majority of the total number of members present vote in favor of approval, the appointment is accepted, otherwise the appointment is rejected and either another appointment is made or a special election is called.

b.    On a motion to disapprove the appointment, if a majority of the total number of members present vote in favor of disapproval, the appointment is rejected and either another appointment is made or a special election is called, otherwise the appointment is accepted.

6.6.  Dismissals

1.     Reports and inquiries regarding misconduct shall be made to the President.  Reports and inquiries regarding misconduct of the President shall be made to any member of the Executive Board of Directors.

2.     Accusations of misconduct may be submitted by any member(s) in good standing to the Executive Board of Directors in writing and signed by the member(s) accusing misconduct.

3.     Under no circumstance shall accusations be received verbally or without signature.

4.     The Executive Board of Directors shall appoint one member to investigate the accusations and provide a formal report of findings at the next meeting of the Executive Board of Directors.

5.     The Executive Board of Directors shall consider the accusations and report of findings.

a.     If, in the judgement of a majority of the Executive Board of Directors, the accusation is without foundation, the matter shall be dismissed.

b.    If, in the judgement of a majority of the Executive Board of Directors, the accusation is with merit, the accused member shall be dismissed from all leadership positions, effective immediately.

6.     If requested by the dismissed member within 90 calendar days of the date of dismissal, the member shall be granted a hearing before the Chapter Board of Directors to give cause why the member should not have been dismissed.

a.     If upheld, the dismissal will remain in effect for a period of one calendar year from the date of dismissal. 

b.    If overturned, the member is reinstated immediately and any reassignments made because of the dismissal will be reversed. 

c.     Reinstatement shall not give any right to rebate of dues or any right to a pro rata or other share of the assets of the Chapter.  Reinstatement shall not entitle the reinstated member to any services or assets provided to Chapter members during the period of dismissal.

7.     Members who are dismissed from a leadership position for reasons of misconduct shall be considered by the Chapter Board of Directors for termination of membership, except under the following conditions:

a.     to protect the confidentiality of those reporting the misconduct, if requested by those reporting the misconduct, or

b.    to protect the integrity of an official investigation related to the misconduct, if requested by law enforcement officials.

6.7.  Order of Accession

1.     In the absence of a President, the Vice-President assumes all duties and responsibilities of the President.

2.     If the position of Vice-President is declared vacant, the President will appoint a member of the Executive Board of Directors to be Vice-President until an election is held by the Chapter.

3.     In the absence of both President and Vice-President, an acting-President is selected from and by the Executive Board of Directors until either an executive attends or an election is held by the Chapter.  In the case of a tie, the acting-President will be the Director having the lowest ISSA membership ID number.

4.     If a Directorship is vacant, the Vice-President assumes all duties and responsibilities of the vacancy until the President appoints a Director or an election is held by the Chapter.

5.     If multiple Directorships are vacant, the President will appoint Managers to assume duties and responsibilities until an election by the Chapter.

6.     If a manager position is vacant, the Director of that position assumes the duties and responsibilities of that position until the President appoints a Manager.

7.     If a meeting of a Board or committee is not attended by the Chair, an acting-Chair will be selected from attending members.

8.     If a meeting of the Chapter is not attended by any member of the Executive Board of Directors, the member of the Chapter Board of Directors having the lowest ISSA membership ID number will be the acting-President.

9.     If a meeting of the Chapter is not attended by any member of the Chapter Board of Directors, the member having the lowest ISSA membership ID number will be the acting-President.

7.  Meetings

7.1.  Meetings of the Chapter

1.     Chapter business is conducted at regularly scheduled meetings of the Chapter.

2.     The President may call special meetings of the Chapter as required for the benefit of the Chapter.

3.     The President may appoint a Sergeant-at-Arms to preserve order and execute commands at any meeting of the Chapter.

4.     Regularly scheduled meetings of the Chapter are open to all – members and non-members.

5.     Special meetings of the Chapter are open only to members and invited guests.

6.     Guests and non-members may be approached by any member in good standing to encourage their application for membership.

7.2.  Quorums

1.     A quorum of the Executive Board of Directors consists of one executive and 50% of all other members of the Executive Board of Directors.

2.     A quorum of the Chapter Board of Directors consists of one executive, two other members of the Executive Board of Directors, and 50% of all other members of the Chapter Board of Directors.

3.     A quorum of the Board of Advisors consists of 70% of all Advisors.

4.     A quorum of any special committee consists of at least 51% of all assigned committee members.

5.     A quorum of the Chapter consists of one executive, two other members of the Executive Board of Directors, 50% of all other members of the Chapter Board of Directors, and 51% of members-at-large.

7.3.  Procedures

7.3.1.  Meetings

1.     The Registrar, or any member in good standing appointed by the Chair, will determine if a quorum exists.

2.     If a quorum exists, the Chair will declare the meeting open for business.  Motions, votes and decisions can be conducted as described in these Bylaws.

3.     If a quorum does not exist, the Chair will declare the meeting open for discussion.  Motions can be made and recorded, but votes and decisions must be postponed until such time as a quorum exists.

4.     The Chair conducts the meeting according to the agenda.

5.     The Chair will ensure all items on the agenda are discussed and either a decision is made or the item is tabled until the next meeting.

6.     Having dispensed with all items on the agenda, the Chair will declare the meeting adjourned.

7.3.2.  Motions and Votes

1.     All decisions will be made by motion and second of general members in good standing.

2.     All motions will be followed by discussion for a period of time determined by the Chair.

3.     Adoption of any motion shall be made by a majority vote, except as otherwise specified in these Bylaws.

4.     Each general member in good standing is entitled to one vote.

5.     Absentee votes can be made by proxy, mail or electronic mail.

6.     Proxy votes may be made by any member on behalf of any other member provided that a signed, written notice of proxy is provided to the Recording Secretary.

7.     Electronic mail, containing an identifiable signature bearing the name, position, and date is accepted as an absentee vote.

8.  Finance, Audit and Liability

8.1.  General

The fiscal year of the Chapter shall be from January 1st to December 31st each year.

8.2.  Dues

1.     Annual dues are payable on the member’s anniversary each year.  Members may pay dues to the Treasurer or to the ISSA.

2.     All members of the Chapter Board of Directors receive annual membership dues paid for by the Chapter.

3.     Assistants and Student Members receive a reduction of 50% of their annual membership dues.

4.     Additional fees may be required by the Chapter Board of Directors, with the approval of a majority of members in good standing at a meeting of the Chapter.

5.     Of any dues collected from members, ISSA dues will be forwarded to the ISSA and Chapter dues will be deposited to the Chapter bank account.

6.     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.

7.     The amount of Chapter dues shall be determined by the Chapter Board of Directors.  Increases in the amount of dues must have approval from the Chapter.

8.     Recommendations to increase Chapter dues shall be provided to Chapter members at least two weeks prior to a meeting of the Chapter at which the vote on the proposed change would take place.

9.     Any proposed increase to Chapter dues shall be adopted if approved by a two-thirds vote of the members in good standing attending a meeting of the Chapter.

8.3.  Fees

1.     Fees may be charged by the Chapter for services rendered.  Such fees are due and payable upon commencing delivery of services.

2.     The amount of fees charged by the Chapter will be set by the Executive Board of Directors.  Per person fees in an amount exceeding $1,000 must be approved by the Chapter before entering into agreements or commencing planning to deliver services for such fees.

3.     The amount of fees paid by the Chapter will be set by the Executive Board of Directors.  Fees in an amount exceeding $1,000 must be approved by the Chapter before entering into agreements or commencing planning to deliver services for such fees.

8.4.  Fund Management

1.     Bank accounts in the name of the Chapter will be established and maintained as directed by the Chapter Board of Directors.

2.     Signatory authority for all bank accounts shall reside in the President, Treasurer and two other members of the Executive Board of Directors.

3.     Four signatures will be required on the signature card of each bank account.

4.     All checks of $1,000 or more must have two signatures, one of which must be either the Treasurer or the President

5.     All checks of less than $1,000 may be signed by one member of the Executive Board of Directors who has signatory authority with the concurrence of either the Treasurer or the President

8.5.  Contracts

1.     Contracts in the name of the Chapter will be established and maintained as directed by the Chapter Board of Directors.

2.     Signatory authority for all contracts shall reside in any member of the Executive Board of Directors.

3.     All contracts of $1,000 or more must have two signatures, one of which must be either the Treasurer or the President

4.     All contracts of less than $1,000 may be signed by one member of the Executive Board of Directors with the concurrence of either the Treasurer or the President

8.6.  Audits

1.     At least once each year, the Audit Committee will examine all financial records of the Chapter and provide a written report of its findings and recommendations to the membership within 30 calendar days of completing the examination.  If only one examination is made, it will be completed within 30 calendar days prior to the November meeting of the Chapter, at which time a final report is provided.

2.     This report shall be maintained as part of the permanent records of the Chapter.

8.7.  Liability

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

2.     The Chapter is not responsible, nor liable, for any lawsuits, damages, other expenses or liabilities arising out of the activities of the ISSA.

3.     The Chapter is not responsible, nor liable, for any lawsuits, damages, other expenses or liabilities arising out of the activities of any of its members.

9.  Bylaws

9.1.  Compliance

1.     The Chapter will conduct all business according to the provisions contained in these Bylaws.

2.     At least once each year, the Bylaws Committee will review the Bylaws to determine whether there should be changes and provide a written report of its findings and recommendations to the membership within 30 calendar days of completing the review.  If only one review is made, it will be completed within 30 calendar days prior to the February meeting of the Chapter, at which time a final report is provided.

3.     On a case-by-case basis, provisions of the Bylaws may be waived if all of the following conditions are met:

a.     A motion to waive the Bylaws is made and seconded by members in good standing at a Chapter meeting.

b.    Either the President or Vice-President approves.

c.     At least half of a quorum of the Executive Board of Directors approves.

d.    At least half of a quorum of the Chapter Board of Directors approves.

e.     At least 51% of all other voting members in attendance approves.

4.     On a case-by-case basis, if the Bylaws Committee determines that a provision of the Bylaws violates another provision of the Bylaws or any provision of local, State or Federal law, then the President may declare the violating provision void and direct the Bylaws Committee to strike it from the Bylaws.  Such action must be reported by the President to both the Chapter Board of Directors and the Chapter at their next scheduled meetings.

9.2.  Proposals

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

1.     Any member of the Chapter may propose in writing, signed and addressed to the President, the amendment, repeal or addition of any provisions of the Bylaws.

2.     Any member of the Chapter Board of Directors may propose, at a meeting of the Chapter Board of Directors, the amendment, repeal or addition of any provisions of the Bylaws.

3.     The President, with the advice and consent of the Executive Board of Directors, will determine the date of the meeting of the Chapter at which a vote will be taken.

a.     If the proposal is received by the President at least 14 calendar days prior to the next meeting of the Chapter then the proposal will be first considered for a vote at the next meeting of the Chapter.

b.    If the proposal is received by the President less than 14 calendar days prior to the next meeting of the Chapter, then the proposal will be first considered for a vote at the following meeting of the Chapter.

4.     The proposal shall be forwarded to the Bylaws Committee to determine the effect the amendment, repeal or addition will have on the conduct of Chapter business.

a.     The Bylaws Committee will provide written comments to the Chapter Board of Directors within seven calendar days of receiving the proposal, but at least 24 hours prior to the next meeting of the Chapter.

b.    The Bylaws Committee will prepare a written report of its findings and recommendations to the President within 14 calendar days of receiving the proposal, but at least 24 hours prior to the meeting of the Chapter at which the proposal is scheduled for a vote.

5.     Proposals to change these Bylaws will be prepared as follows:

a.     The proposal will be posted on the Chapter website.

b.    A vote item will be added to the agenda of the next meeting of the Chapter.

c.     All members will be notified of the vote item and location of the proposal on the website.

d.    When provided, the report of the Bylaws Committee will be posted along with the proposal.

9.3.  Consideration

1.     At the meeting of the Chapter at which a proposal is scheduled for a vote:

a.     The President will determine, by a motion, second and vote, whether the Chapter wants to vote on the proposal.

b.    If there is no motion or second, or the Chapter decides not to vote on the proposal, the proposal will be tabled until the next meeting of the Chapter.

c.     If the Chapter decides to vote on the proposal, the President will hear a motion to approve the proposal.

(1)    If there is no motion or second to approve the proposal, the President will entertain a motion to disapprove the proposal.

(2)    If there is no motion or second to either approve or disapprove, the proposal will be tabled until the next meeting of the Chapter.

d.    Upon accepting a motion and second on the proposal, the President will entertain a period of discussion.

e.     After discussion, the Recording Secretary will take the vote on the motion and report the results to the President.

(1)   On a motion to approve the proposal, if two-thirds of the total number of members present vote in favor of approval, the proposal is adopted, otherwise the proposal is rejected and withdrawn from further consideration.

(2)   On a motion to disapprove the proposal, if a majority of the total number of members present vote in favor of disapproval, the proposal will be rejected and withdrawn from further consideration, otherwise the proposal will be tabled until the next meeting of the Chapter.

2.     Proposals that are tabled for three consecutive meetings of the Chapter will be considered disapproved and withdrawn from further consideration.

9.4.  Changes

1.     Approved changes to these Bylaws shall become effective on the first day of the month following the month in which they were adopted by the Chapter.

2.     Provisions of these Bylaws that are declared void by the President shall be stricken from the Bylaws, such amended Bylaws becoming effective immediately.

3.     Changes to these Bylaws shall be prepared as follows:

a.     An updated copy of the Bylaws will be prepared for the official records.

b.    An electronic copy will be posted to the Chapter website.

c.     A printed copy will be provided to the Chapter Library.

d.    All members will be notified when updated Bylaws are posted to the Chapter website.

10.  Approval

APPROVED ON THIS DAY OF JULY 21, 2005 AT SACRAMENTO, CALIFORNIA.

President:

Dean Hipwell

Vice President:

Phillip Romero

Vice-President of Chapter Relations:

Lani Fraizer

Treasurer:

Jon R. Evinger

Director:

Ned Allison

Director:

Mark Dochtermann

Director:

David Jella

Director:

Lee Vigue

Director:

Lance Wolrab