BYLAWS OF THE LOS ANGELES CHAPTER OF INFORMATION SYSTEMS SECURITY ASSOCIATION, INC.
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ARTICLE I
NAME
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.”.
ARTICLE II
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) (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.
ARTICLE III
MEMBERSHIP
SECTION 1. Membership in the Chapter is based upon the member’s having primary an interest or active involvement in information systems security in the educational, private or public sector, as evidenced by their membership in ISSA, Inc and their selection of the Los Angeles chapter.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1 The Board of Directors shall consist of: President, Vice President, Secretary, Treasurer, Membership Director, Education Director, Program Director, Technology Director, and Director of Vendors. 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, and perform monthly bank reconciliation. At the end of the annual election meeting the Secretary receives from the Nominating Committee, and announces, the election results. The Secretary is responsible for managing the process of amending these bylaws as described in Article X. At the direction of the Board, the Secretary shall perform other Chapter tasks.
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 upon request. The Treasurer shall also 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 Program Director oversees programming activities of ISSA-LA related to monthly meetings and is responsible for developing and distributing correspondence to members for these monthly meetings. The program director shall be the official ISSA-LA point-of-contact to venues where monthly meetings are held. The Program Director shall be responsible for identifying 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.
SECTION 7 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. In addition, the Marketing Director shall maintain an email list of current ISSA-LA members and others who express interest in the chapter’s activities. The Marketing Director shall also develop programs to solicit new members, retain existing members and increase participation from all. The Marketing Director shall also reconcile local to ISSA International member lists monthly.
SECTION 8 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 9 The Technology Director shall research, develop, implement and maintain the ISSA-LA website and other technology-based activities as identified by the board..
SECTION 10 The Director of Vendors 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 11 The Board of Directors shall meet monthly, at the direction of the President.
SECTION 12 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 13 This board may, at its discretion, establish or disestablish special committees or other special positions for various purposes as required.
SECTION 14 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..
SECTION 15 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.
ARTICLE V
ELECTIONS
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 at the general meeting via paper ballots or electronically.
SECTION 6 If paper ballots are used, then a Nominating Committee will be selected to facilitate fair elections.
- 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.
- 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:
- The selected provider must manage all aspects of the election
- The elections will be open for a period of 2 weeks
- 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
- Upon conclusion of the elections, the provider shall 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.
ARTICLE VI
MEETINGS
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.
ARTICLE VII
FINANCIAL ADMINISTRATION
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.
ARTICLE VIII
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.
ARTICLE IX
HEADQUARTERS
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.
ARTICLE X
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 20 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
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. 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 DAY 2nd OF NOVEMBER 2017 AT LOS ANGELES, CALIFORNIA