BYLAWS OF THE LOS ANGELES CHAPTER OF INFORMATION SYSTEMS SECURITY ASSOCIATION, INC.
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The name of this organization is the Los Angeles Chapter, hereinafter referred to as the “Chapter”, of the Information Systems Security Association, Inc., hereinafter referred to as “ISSA, Inc.”.
PURPOSE AND OBJECTIVES
SECTION 1 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, pursuant to Section 501(c)(3) 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.
SECTION 1. Membership in the Chapter is based upon the member’s having an interest or active involvement in information systems security, as evidenced by their membership in ISSA, Inc and their selection of the Los Angeles chapter.
BOARD OF DIRECTORS
SECTION 1 The Board of Directors shall consist of: President, Vice President, Secretary, Treasurer,
President Emeritus, Executive Director, Program Director, Marketing Director, Education Director, Technology Director, Vendor Director, Social Media Director, and Admin Director. The President shall act as Chairman thereof.
SECTION 2 The President is the Chief Executive of the Chapter, presiding with the advice and consent of the Board. The President is responsible for providing leadership to the Board, to volunteers and to the Chapter membership. The President presides at all Chapter and Board meetings. The President also has the power to call special meetings, and casts the deciding vote in case of tied decisions of the Board.
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 other duties the President may require. The Vice President, or delegate, shall organize the annual summit.
SECTION 4 The Secretary shall record and keep records minutes of all meetings. The Secretary manages and announces results from all elections and member votes. The Secretary is responsible for managing the process of amending these bylaws as described in Article X. The Secretary shall also reconcile chapter to ISSA International member lists monthly, welcome new members, and notify soon-to-be expired and expired members of their status.
SECTION 5 The Treasurer shall manage the finances, checkbook and petty cash, write checks, collect other monies or articles of value belonging to ISSA-LA, and deposit dues received from ISSA, Inc. The Treasurer shall keep an accurate accounting of all receipts, expenditures and deposits, electronic or otherwise. The Treasurer shall report on ISSA-LA financials at the monthly Board meetings. The Treasurer shall manage the annual tax filings, and California corporate statement of information filing, as well as be the official ISSA-LA point-of-contact with ISSA-LA’s accountant, its attorney, and with ISSA International’s controller. The Treasurer shall manage all financial forms, applications, contracts and other financial paperwork, including credit card forms and other forms.
SECTION 6 The President Emeritus ensures continuity during governance transitions and organizational change, to help ensure the appropriate succession of Officers and Directors, to support the President in his/her role, and to provide continuity to the organization by providing historical context for issues. This position will be a non-voting member of the Board of Directors. Under the direction of the President of the Board of Directors, the President Emeritus’ responsibilities include regular reviewing and developing of governance policies as needed and participating actively in Board meetings, and/or any special meetings called by Board members. The President Emeritus shall support the President in his/her position through mentoring, coaching, advising and analysis of Board development and procedures. The President Emeritus shall provide a historical context for decision making and revising planning, objectives, etc. The President Emeritus shall complete/respond to any responsibilities associated with being a Board member, including attending, preparing for, and participating in meetings and the annual Summit; financial accountability and management; reports; and updating the website. The President Emeritus must have served a minimum of one year as President of ISSA-LA and left the Board on good terms
SECTION 7 The Executive Director reports to the President and the Vice President and is a voting member of the Board of Directors. The Executive Director shall provide leadership, strategy, program development and oversight, external relations, fundraising and communications to further diversify
and expand the Association’s impact. This includes raising the visibility of the chapter’s work, promoting accomplishments, findings, and vision to engage a range of audiences and stakeholders, including potential funders, media entities, peer organizations, and partners. The Executive Director shall map out the sector landscape to identify, develop, cultivate, and manage strategic partnerships with key organizations, agencies, and networks for the purpose of ISSA-LA growth and impact. This position shall also develop revenue-generating partnerships with like-minded organizations and universities to participate in core Initiatives, as well as increasing engagement opportunities with key stakeholders, including high-profile, international networks and influencers.
SECTION 8 The Program Director oversees programming activities of ISSA-LA related to monthly meetings and. The Program Director shall be the official ISSA-LA point-of-contact for venues where monthly meetings are held. The Program Director shall be responsible for identifying venues, as well
as topics of interest to the members and working with other board members to select speakers to address these topics. The Program Director is responsible for vetting the selected speakers. The Program Director shall post information about all upcoming events on the chapter website and all sites used to manage and notify about these events.
SECTION 9 The Marketing Director shall establish and implement planning, development and implementation of all of ISSA-LA’s marketing strategies, marketing communications, and public relations activities, both external and internal. The Marketing Director shall also develop programs to solicit new members, retain existing members and increase participation from all. The Marketing Director. is responsible for developing and distributing correspondence to members for all chapter events. The Marketing Director is responsible for creating and managing co-marketing agreements with other organizations.
SECTION 10 The Education Director shall identify information security programs and courses of advantage to the ISSA-LA membership; develop, recommend or partner with organizations to provide educational opportunities; and shall coordinate educational activities. The Education Director shall also recommend and coordinate partnerships with various institutions and organizational groups to enhance the chapter’s role within the wider community.
SECTION 11 The Technology Director shall research, develop, implement and maintain the ISSA LA website, other web presence, and other technology-based activities as identified by the board.
SECTION 12 The Vendor Director shall be the main point of contact with vendors, shall maintain a vendor contact list, shall be responsible for obtaining vendor sponsorship at Chapter meetings and events, and shall coordinate sponsorship opportunities with the Treasurer.
SECTION 13 The Admin Director shall be the expert on all chapter rules, roles, processes and responsibilities. The Admin Director shall ensure that all chapter processes are running smoothly and accurately. The Admin Director shall ensure that the chapter website and other web-based presence are kept up-to-date and accurate. This position shall be responsible for responding to all inquiries.
SECTION 14 The Social Media Director shall be responsible for managing and keeping current the postings on the chapter social media sites. This includes notifications of all chapter events, promoting chapter accomplishments, as well as informative articles and announcements to help draw interest to the chapter.
SECTION 15 The Board of Directors shall meet monthly, at the direction of the President. SECTION 16 The Board of Directors shall manage the business of the Chapter. A Board quorum for business shall consist of a majority of board members.
SECTION 17 This board may, at its discretion, establish or disestablish special committees or other special positions for various purposes as required.
SECTION 18 If a Board position other than the office of President becomes vacant, such vacancy shall be filled by appointment by the President, subject to the approval of a majority of the remaining Board members. If the President position becomes vacant, the Board shall vote to approve a new President.
SECTION 19 On a motion and second from the membership at a general meeting, a board member may be brought before the Chapter for malfeasance of duty. The entire, current membership shall be notified, and the board member in question shall be given an opportunity to present a defense to the
Chapter membership. A two-thirds majority of votes cast shall be required to remove a board member. There must be least 30 days, and no more than 45 days, between the notification of the membership and the vote on the issue.
SECTION 1 The Board of Directors shall be elected by popular vote of all chapter members. The term in office shall consist of one year commencing on January 1st, except as provided for in section 2 of this article. Each general member in good standing is entitled to one vote.
SECTION 2 Board elections shall be held in December, unless a majority of the Board votes to change the date. In no event may the election be held less than eleven, nor more than thirteen, months after the preceding the Board election. The Board is required to notify the membership of the upcoming election no less than three months before it is held.
SECTION 3 Members may be nominated for Board positions at the chapter meetings beginning three months prior to the elections. Members may nominate themselves for a Board position. For the nominee to be included on the ballots, the nomination should be done at least one month prior to the elections.
SECTION 4 To be eligible for a position on the Board of the Los Angeles Chapter of ISSA, a member must meet these requirements: the member must be a regular dues paying member of the LA Chapter of ISSA; the member must be in good standing and have paid their dues for the current year; the member must have been present at a minimum of six LA Chapter monthly meetings dating from the last election. Attendance at Board meetings or at annual conferences sponsored by the chapter count toward the attendance requirement.
SECTION 5 Elections will either take place via paper ballots at the general meeting or electronically.
SECTION 6 If paper ballots are used, then a Nominating Committee will be selected to facilitate fair elections.
1. The Nominating Committee shall consist of at least two members in good standing as selected by the Board of Directors at a meeting two months before the elections. Members in good standing may volunteer for this function.
2. The Nominating Committee chairman shall prepare and distribute election ballots at the annual election meeting. The Nominating Committee shall count the votes that are received and provide the results to the Secretary. Election results shall be announced to the membership by the Secretary at the end of the annual election.
SECTION 7 If electronic ballots are used, then the Board Secretary or VP will act as the main contact with the selected provider:
1. The selected provider must manage all aspects of the election
2. The elections will be open for a period of 2 weeks
3. The Board Secretary will provide a listing of current chapter membership to the provider and vet the nominee’s qualifications as outlined in SECTION 4
4. Upon conclusion of the elections, the provider shall notify the board, which in turn will publish and distribute the results to the Los Angeles Chapter of ISSA membership
SECTION 8 In the event of a tied vote, the tied candidates may, at their choice, make an agreement as to which one of them will take the position. If they are not willing to do this, further votes will be held until one candidate either wins or withdraws.
SECTION 1 The regular monthly meeting of the Chapter shall be held at least once each calendar month, at a time and location chosen by the Board of Directors.
SECTION 2 The Board of Directors may call special meetings at any time upon ten days written or email notice to all Chapter members.
SECTION 3. At all meetings, a minimum of fifteen (15) members in attendance shall constitute a quorum for the transaction of business.
SECTION 1 Bank accounts in the name of the Chapter shall be established and maintained as
directed by a majority vote of the Board of Directors.
SECTION 2 At the July general meeting of each year, the Board shall appoint a Financial Review Committee consisting of two members in good standing. These individuals shall not be members of the Board of Directors. The Financial Review Committee shall examine all financial records of the Chapter and provide a report of its findings and recommendations to the membership at the November meeting. This report shall be in writing, and shall be maintained as part of the permanent records of the Chapter.
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 ISSA, Inc. by reason of their affiliation, from any lawsuits, damages, other expenses or liabilities arising out of the activities of the Chapter. ISSA-LA shall maintain liability and Directors & Officers insurance, and review and renew the coverage annually.
SECTION 2 ISSA, Inc. Liability – The Chapter is not responsible, or liable, for any lawsuits, damages, other expenses or liabilities arising out of the activities of ISSA, Inc.
SECTION 1 The Headquarters of the Los Angeles Chapter shall be located in the State of California, at an address designated by the Board of Directors.
AMENDMENTS TO THE BYLAWS
SECTION 1 These bylaws may be amended, repealed, or added to in the following manner only:
a. Ten percent of the members of the Chapter, or a minimum of three of the members of the Board of Directors, 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.
b. The Secretary shall present such proposed amendment, repeal, or addition at the next regular meeting of the Board of Directors, and shall incorporate in the notice of that meeting a statement that such proposed amendment, repeal, or addition will be considered. No such proposed amendment, repeal, or addition shall be considered at any meeting of the Board of Directors unless such notice has been given to each member of the Board not less than twenty (20) days prior to the meeting.
c. At the meeting of the Board of Directors, the proposed amendment, repeal, or addition to the bylaws shall be considered and voted upon by the Board members present. If, at the meeting with a
Board quorum being present, a majority of the board members votes in favor of such amendment, repeal, or addition, it shall be submitted to the general membership for approval.
d. Amendments, repeals, or additions to these Bylaws that have been approved by the Board of Directors shall be presented to the membership for ratification. Notification of the membership shall consist of, at a minimum, posting the bylaw changes on the chapter website and notifying the membership by email twice, at an interval of no less than seven days nor more than fourteen days. e. At least 14 business days must pass between the second announcement and the membership vote, to allow for membership comment.
f. For an amendment, repeal, or addition of these bylaws to become effective, it shall be approved by a majority of the members present at the next monthly meeting or via an electronic vote. Electronic voting must follow guidelines as specified in Article V, Section 7.
g. Changes to these bylaws shall become effective on the day after they are approved by a majority of the membership present at the general meeting at which the bylaws are voted upon, or via electronic voting. Changes to bylaws shall be entered into the bylaws by the Secretary as soon as possible after they are approved, and the revised bylaws posted on the chapter website.
APPROVED ON THIS 25TH DAY OF OCTOBER 2022 IN LOS ANGELES, CALIFORNIA