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Information Systems Security Association – Northern Virginia Chapter (ISSA-NOVA)
Bylaws v1.9
August, 2015
Information Systems Security Association
Northern Virginia Chapter
(ISSA-NOVA)
Bylaws -Draft
Version 1.9
August 23, 2015
VERSION CONTROL
February 2002 / Original Draft of Bylaws / 1.0 / ISSA-NOVA BOD
May 2005 / Revised wording in Bylaws / 1.1 / ISSA-NOVA BOD
April 2007 / Revised wording in Bylaws / 1.2 / ISSA-NOVA BOD
July 2009 / Updated to v1.3 with new formatting / 1.3 / ISSA-NOVA BOD
November 2012 / Revised wording in Bylaws / 1.4 / ISSA-NOVA BOD
August 2013 / Added VP Marketing to Election Section updated numbering for rest of section / 1.4.1 / ISSA-NOVA BOD
January 2015 / Changed verbiage of Sections relating to VP names / 1.5, 1.6 / ISSA-NOVA BOD
June 2015 / Changed election cycle dates / 1.7 / ISSA-NOVA BOD
July 2015 / Added VP of Volunteer Engagement Role and updated corresponding data / 1.8 / ISSA-NOVA BOD
August 2015 / Cleaned up text before publishing to the membership / 1.9 / ISSA-NOVA BOD
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Information Systems Security Association – Northern Virginia Chapter (ISSA-NOVA)
Bylaws v1.9
August, 2015
ARTICLE I: Name
The name of this organization shall be the ISSA-NOVA 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 the information systems processing, pursuant to Section 501c(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 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.
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Information Systems Security Association – Northern Virginia Chapter (ISSA-NOVA)
Bylaws v1.9
August, 2015
ARTICLE III: Membership
SECTION 1. Membership in the Chapter is based upon one having primary interest and active involvement in information systems security in the private or public sector. In addition, membership is contingent upon interest in the purposes and objectives of the chapter as stated in Article II, acceptance of the Association 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 (BOD). The types of membership may be referenced at the Association’s website, www.issa.org.
SECTION 2. Other – The Chapter Officers with the approval of the Association’s Vice President – Membership may provide for other types of membership.
SECTION 3. Members in Good Standing – Members who maintain their membership by payment of dues as required under the Article VII of the Bylaws and who otherwise qualify shall be considered in good standing and entitled to full privilege of membership.
SECTION 4. Resignation – 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. All resignations shall be made in writing.
SECTION 5. Expulsion – The Officers, 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, provided that such person shall have been granted an opportunity for a hearing before the Officers. The Officers 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 Officers shall be final and shall cancel all rights, interests or privileges of such member in the services or resources of the Chapter. The presiding Officer shall have the authority to appoint a Sergeant At Arms to preserve order and execute commands.
SECTION 6. Termination – Membership may be terminated if payment of the annual Chapter dues have not been received by the Chapter Vice President – Finance as provided for in Article VII.
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Information Systems Security Association – Northern Virginia Chapter (ISSA-NOVA)
Bylaws v1.9
August, 2015
ARTICLE IV: Officers
SECTION 1. The Officers of the Chapter must be general members in good standing as of the date of their election. The Officers shall consist of President; Senior Vice President; Vice President – Education; Vice President – Finance; Vice President – Marketing, Vice President – Membership; Vice President – Operations; Vice-President – Programs; Vice President – Sponsorship; Vice President – Technology; and Vice President – Volunteer Engagement.
SECTION 2. The President shall preside at all meetings of the Chapter and shall obey the mandates of the members. 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 tied decisions.
SECTION 3. The Senior 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 Senior Vice President shall lead special projects that do not fall within the specific duties of the other Officers when requested by the BOD. In addition, the Senior Vice President shall review all membership applications for eligibility.
SECTION 4. The Vice President – Education shall manage the special training programs (i.e., certification programs) for the benefit of the Chapter.
SECTION 5. The Vice President – Finance shall be responsible for 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 Vice President – Finance is also responsible for preparing the annual budget and required tax documents, and shall submit financial reports to the BOD on a regular basis, which shall include actual income and expenditures compared to budgeted amounts. The Vice President – Finance shall communicate all membership dues issues to the Vice President – Membership
SECTION 6. The Vice President, Marketing shall be responsible for the promotion of the chapter in a way which improves, promotes and supports individuals and organizations involved in the teaching, practice and study of security principles throughout the organization
SECTION 7. The Vice President – Membership shall be responsible to ensure that Chapter operations fully support the needs of the membership, i.e., maintains the membership list, membership recruiting materials, and interfaces with ISSA International and other organizations regarding membership-related functions.
SECTION 8. The Vice President – Operations shall record and keep minutes of all meetings and shall maintain the official records of the Chapter, including the Bylaws and Guidelines and be the custodian of the Chapter’s historical documents.
SECTION 9. The Vice President – Programs shall work with the Industry and Government Liaisons, and the ISSA-NOVA Officers to develop programs that include speakers, panel discussion participants, conferences, and events that are of interest to the Chapter.
SECTION 10. The Vice President – Sponsorship shall be responsible to interface with the business community to maintain and recruit sponsors to provide financial support for the Chapter. The Vice President – Sponsorship shall assist the Chapter Vice President – Finance in the collection of sponsor funds and track sponsor accounts receivables.
SECTION 11. The Vice President – Technology shall obtain the membership address list from the Vice President – Membership to ensure that all members in good standing are notified of meetings, and that all other correspondence necessary to the conduct of the Chapter is received by the members. At the direction of the President, the Vice President – Technology shall also transmit and respond to all correspondence of the Chapter, and perform any other duties customarily associated with the office in the areas of chapter communication. Additionally, the Vice President of Technology shall research, implement, and maintain technological infrastructures or applications which enable the chapter to meet the annual published goals, as well as heighten board member efficiency, effectiveness, or productivity while undertaking chapter business.
SECTION 12. The Vice President, Volunteer Engagement shall be responsible for the recruitment, integration, and allocation of chapter volunteer resources in pursuit of the chapter identified strategic, tactical, and operational results to be achieved.. The Vice President of Volunteer shall track and make transparent all allocations and assignments.
SECTION 13. All past Presidents retaining active membership shall be privileged to attend such meetings held by the Officers, to act only in an advisory capacity and without power of vote.
SECTION 14. The business of the Chapter shall be managed by the Officers. A quorum for business shall consist of seven (7) Officers present. An Officer quorum may, from time to time, establish special committees for various purposes as required.
SECTION 15. In case of an Officer vacancy other than the Office of President, such vacancy shall be filled by appointment of 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 16. 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 in good standing shall be required for removal from office.
SECTION 17. The Officers of the Chapter recognize the need to develop numerous directors and/or committees, i.e. education; programs; publicity; industry liaison; government liaison; facilities; memberships; sponsorships; scholarship and campus relations; financial support; communications support; audit support; and nominations/elections. The President shall direct the creation of new director position(s) or committees, subject to the consent of the majority of the Officers. A vacancy shall be filled by appointment of the President or upon the advice of the remaining Officers. Both methods are subject to the consent of a majority of the Officers of the BOD. The tenure and charter of the committees shall be developed and approved by the BOD.
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Information Systems Security Association – Northern Virginia Chapter (ISSA-NOVA)
Bylaws v1.9
August, 2015
ARTICLE V: Elections
SECTION 1. The Officers shall be elected by popular vote, each general member (excluding trial members) in good standing to be entitled to one vote.
SECTION 2. The Nominations and Elections Committee shall consist of two (2) general members in good standing as selected by the Officers at the first meeting in September each year to begin the nomination process. Members in good standing may volunteer for this function as approved by the BOD.
SECTION 3. Elections shall be held during the October chapter meeting of each year, unless schedules require a later election
SECTION 4. The Nominations and Elections Committee Chairman shall prepare and distribute election ballots at identified membership meeting. In addition, the Nominations and Elections Chairman shall prepare and make available absentee ballots, and will follow the Nomination and Elections Procedures as outlined by the BOD.
SECTION 5. Election results shall be announced at the end of the identified membership meeting.
SECTION 6. The term of office shall consist of one (1) calendar year commencing at the conclusion of the December meeting.
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Information Systems Security Association – Northern Virginia Chapter (ISSA-NOVA)
Bylaws v1.9
August, 2015
ARTICLE VI: Meetings
SECTION 1. The regular meetings of the Chapter shall be held monthly, as determined by the BOD and announced by the Vice President – Technology via electronic mail. An Officers meeting shall be held monthly, as determined by a majority of the BOD and announced by the Vice President – Operations via electronic mail.
SECTION 2. Special meetings may be called by the officers at any time upon ten (10) day written notice to all Chapter members.
SECTION 3. At regular Chapter meetings, a minimum of ten (10) members in attendance shall constitute a quorum for the transaction of business. At a BOD meeting, a minimum of seven (7) elected officers in attendance shall constitute a quorum for the transaction of business. Additionally, any elected officer can present new business and call for a BOD vote via electronic mail to all officers. It is preferred that any new projects are presented in initiative form, to ensure strategic alignment with annual business goals and to properly present section return on investment (ROI).
SECTION 4. The order of business at regular Chapter meetings shall be as follows:
Call to Order by the President, Senior Vice President or other Officer
Officer Reports
The Vice President – Operations shall make available an email copy of previous BOD meeting minutes, upon member request, within five (5) business days after the regular Chapter Meeting
Unfinished Business
New Business
Special Announcements
Program Agenda
Adjournment
SECTION 5. The order of business may be revised or dispensed with by the officer presiding upon a majority approval of the members present, if circumstances decree that such action be taken.
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