528 lines
27 KiB
Plaintext
528 lines
27 KiB
Plaintext
BY-LAWS
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OF
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THE COMMUNICATIONS SECURITY
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ASSOCIATION, INC.
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(COMSEC ASSOCIATION)
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FINAL DRAFT -- 6-22-89
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ARTICLE I
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GENERAL
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Section 1. Organization. The Communications Security Association is a
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professional association for companies and individuals involved in or
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having an interest in the protection of communications and information.
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Section 2. Non profit status. The Association is a nonprofit
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corporation. No part of its net earnings shall inure to the benefit of
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any member or to any other individual.
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ARTICLE II
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OBJECTIVES AND PROGRAMS
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Section 1. Objectives. The objectives of the Association shall be to:
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(a) provide a forum and means for discussion, study and
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identification of alternative solutions to common problems;
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(b) promote the highest level of ethical and professional conduct
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among all who work in this field;
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(c) promote public savings through improved security;
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(d) investigate and distribute information concerning matters
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of common interest to its membership; and
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(e) do such other and further things as may serve and promote
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the common interests of its membership.
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Section 2. Programs, activities. In furtherance of its objectives, the
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Association engages in programs and activities which include:
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(a) maintaining a professional staff to carry out the policies
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established by the Board;
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(b) publishing a newsletter and other publications covering
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items of interest to the membership;
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(c) holding meetings to provide for the exchange of ideas and
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solutions to problems, as well as seminars on topics of special
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interest;
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(d) sponsoring and assisting in the formation and operation of
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local chapters of the Association; and
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(e) engaging in other programs and activities for the benefit
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of members.
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ARTICLE III
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MEMBERSHIP
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Section 1. Classes and Eligibility. The classes of members of the
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Association and requirements for membership in each class are as
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follows:
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(a) Individual Members. Individual memberships shall be
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available to any individual having an interest in the protection
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of information and communications.
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(b) Corporate Members. Corporate memberships shall be
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available to any corporation, association or other organization
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having an interest in the protection of information and
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communications. A Corporate Member shall be permitted a specified
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number of its employees to be designated as individual members to
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receive material and information and to participate in
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Association activities as representatives of the Corporate
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Member. The specified number will be determined by formula based
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on the total number of employees.
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(c) Corporate Sponsors. Corporate Sponsors shall include any
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legal entities who by nature of their work or responsibilities
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share the common interests of the Association and exhibit an
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interest in furthering the purposes of the Association. Corporate
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Sponsors are also eligible to be Corporate Members.
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(d) Life and Honorary Members. Life and Honorary memberships
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may be conferred upon members of the Association at such time and
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under such terms as the Board of Directors shall determine.
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Section 2. Dues. The annual dues payable by members shall be as
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determined and fixed by the Board of Directors.
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Section 3. Applications for Membership. Applications for membership
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shall be on a form as approved, and contain such information as
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prescribed by the Board.
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Section 4. Acceptance of Members. Upon meeting the eligibility
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requirements and paying the required dues, an applicant shall become a
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member of the Association subject to ratification by the Board.
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Section 5. Resignation from Membership. A member may resign on giving
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written notice to the Secretary of the Association. Such resignation
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should specify the reason and the effective date. Members who resign
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will not be entitled to any refund of dues.
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Section 6. Duration of Membership. Membership in the Association will
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continue until a member resigns, fails to pay dues, or is terminated or
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suspended by the Board of Directors.
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ARTICLE IV
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MEETINGS OF MEMBERS
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Section 1. Annual Meeting. An annual meeting of members for the
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election of directors and transacting other business shall be held
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before November 1 in each calendar year at such time and place as
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determined by the Board.
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Section 2. Special Meetings. Special meetings of the membership shall
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be held at any time and place as may be designated in the notice of said
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meetings, upon call of the Chairman of the Board either at the Board's
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own request or upon written request by at least one third of the
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Individual and Corporate Members. Any such request shall state the
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purposes of the meeting.
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Section 3. Notice of Meetings. Written notice of every meeting of the
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membership, stating the place, date and time of the meeting, shall be
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given to each Individual and Corporate Member at least fifteen days
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before the meeting. Such notice shall be deemed to have been duly given
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when deposited, first class postage prepaid, in the United States Mail
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addressed to the Individual and Corporate Members at their addresses as
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they appear on the Association's records.
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Section 4. Quorum. Individual and Corporate Members present in person
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shall constitute a quorum for the transaction of business at all
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meetings of the membership.
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Section 5. Voting. At any meeting of the members, the vote of a
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majority of the Individual and Corporate Members present shall decide
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any question brought before the meeting. Each Individual and Corporate
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Member shall at every meeting of the members be entitled to one vote in
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person.
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Section 6. List of Members. The Association shall keep at its principal
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place of business a record of its members, giving their names and
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addresses. The Vice President, Membership shall prepare and make,
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before every meeting of the membership or any adjournment thereof, a
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complete list of the Individual and Corporate Members entitled to vote
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at the meeting or any adjournment thereof, arranged in alphabetical
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order, with the address of each. The list shall be produced and kept
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open at the time and place of the meeting and shall be subject to
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inspection by any Individual and Corporate Member during the whole time
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of the meeting. The list may be the Association's regular record of
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members if it is arranged in alphabetical order or contains an
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alphabetical index.
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ARTICLE V
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DIRECTORS
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Section 1. Powers and Responsibilities. The property, affairs and
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business of the Association shall be managed and directed by a Board of
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Directors, which may exercise all powers of the Association and do all
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acts and things not prohibited by law, the responsibilities and duties
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which may be inherent in or implied from the nature of the function of
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the Board, the Board shall have the following rights, powers and
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obligations:
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(a) Formulate the goals and objectives of the Association and
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adopt policies for the control of the affairs of the Association;
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(b) Formulate, implement, and supervise the operation of all
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programs of the Association;
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(c) Procure, protect, maintain, and manage the property and
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equipment of the Association;
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(d) Prepare and adopt an annual operating budget and manage and
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supervise the financial operation of the Association;
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(e) Determine the membership policy of the Association and
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procedures for admission of members, and establish dues, charges,
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terms, and conditions of membership;
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(f) Select, employ and define the duties of; appraise,
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supervise, encourage, and support the chief operating officer of
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the Association; and
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(g) Seek to obtain public understanding, acceptance, and esteem
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for the Association, its purposes, programs and services.
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Section 2. Numbers, Election and Term. The Board of Directors shall be
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composed of not less than three (3) and not more than twelve (12)
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persons, the exact number to be determined by the Board from time to time
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and elected by the membership. In addition, the Board shall include the
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current Chairman, President, Executive Vice President, and Secretary.
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Membership on the Board shall be individual to the persons elected
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thereto, and no director shall have any power of substitution for
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himself, or of delegation of his authority, with respect to membership
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on the Board. Directors shall be elected at the annual meeting of the
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membership of the Association and shall hold office until the third
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subsequent meeting of the membership and their successors are elected
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and qualified. The directors shall be divided in three classes of equal
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size so that at each annual meeting of the membership the term of one-
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third of the directors shall expire. Upon the expiration of their terms,
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directors may be elected to succeed themselves in office.
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Section 3. Vacancies. Upon the occurrence of any vacancy of the Board
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of Directors, whether caused by the death, incapacity, or removal from
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office of any director or otherwise, such vacancy shall be filled by a
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majority vote of the members of the Board then in office, though less
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than a quorum, or by a sole remaining director; and a director so chosen
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shall hold office for the unexpired term of his predecessor and until his
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successor is elected and qualified.
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Section 4. Removal. Any member of the Board who is absent for three
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consecutive regular meetings may, by act of the Board, be removed from
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the Board. Any director may be removed for any reason by a majority vote
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of the directors at any meeting of the Board.
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Section %. Meetings and Notices. The Board of Directors may hold
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meetings, both regular and special. There shall be at least four regular
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meetings each year.
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(a) Regular Meetings. Regular meetings may be held with or
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without notice at such time and at such places as shall be
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determined from time to time by the Board. A meeting of the newly
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elected Board shall be held immediately following the annual
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meeting of the membership for the purpose of transacting such
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business as may be properly brought before the meeting.
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(b) Special Meetings. Special meetings of the Board may be
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called by the Chairman, by the Executive Committee, or by three or
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more directors.
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(c) Notice of Meetings. Written notice of the place, date and
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time of all special meetings, and of regular meetings, as
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appropriate, shall be given to each director either by personal
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delivery or by mail at least fifteen days before the meeting.
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Such notice shall be deemed to have been duly given when
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deposited, first class postage prepaid, in the United States mail,
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addressed to the director at the address as it appears on the
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Association's records.
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Section 6. Quorum. At all meetings of the Board of Directors, a
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majority of the directors shall constitute a quorum for the transaction
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of business, and the act of a majority of the members present at any
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meeting at which there is a quorum shall be the act of the Board, except
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as may be otherwise specifically provided by law, the Articles of
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Incorporation or these By-Laws. If a quorum is not present at any
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meeting of the Board, the directors present may adjourn, from time to
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time, without notice other than announcement at the meeting, until a
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quorum shall be present.
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Section 7. Consent of Board of Directors. Any action required or
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permitted to be taken at any meeting of the Board may be taken without a
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meeting, if all members of the Board consent thereto in writing, setting
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forth the action so taken, and the writing or writings are filed with the
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minutes of the proceedings of the Board. Such consent shall have the
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same force and effect as a unanimous vote of the Board.
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ARTICLE VI
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COMMITTEES
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Section 1. Executive Committee. The Board shall appoint an Executive
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Committee, which shall consist of not less than two nor more than six
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members of the Board and include the President and the Chairman of the
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Association, who shall serve as Chairman. The Board shall determine
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from time to time the responsibilities and authority of the Executive
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Committee to perform any or all acts and exercise any or all authority of
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the Board between meetings of the Board.
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Section 2. Nominating Committee. The Chairman, with approval of the
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Board, shall appoint a Nominating Committee to present at the meeting of
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the Board of Directors immediately preceding the annual meeting of the
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membership, and for approval of the Board, nominations for a Chairman,
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President, Executive Vice President, Secretary, Vice President
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Membership and Vice President Finance. It will also present for
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approval of the Board, nominations for membership on the Board to fill
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expiring terms or vacancies. The Committee will be charged with the
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responsibility of making nominations for the Board on a basis which will
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give reasonable representation to the various types of companies which
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are members of the Association.
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Section 3. Other Committees. The Board of Directors may establish
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additional committees as may be necessary and desirable for carrying out
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the purposes and functions of the Association.
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Section 4. General Provisions Relating To Committees. A majority of the
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members of each committee of the Board, including the Nominating
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Committee and Executive Committee, may determine the action of the
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committee and fix the date, time and place of its meetings. Committees
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may conduct meetings by telephone unless a majority of the members
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object to the conduct of business in that manner. Each such committee
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shall keep regular minutes of its meetings and report the same to the
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Board when required. The Board may designate one or more directors as
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alternate members of any such committee who may act in the place and
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stead of any absent member or members at any meeting of such committee.
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ARTICLE VII
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OFFICERS
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Section 1. General. The officers elected from the membership of the
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Association shall be Chairman, President, Executive Vice President,
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Secretary, Vice President Membership and Vice President Finance. Staff
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officers employed or contracted by the Association shall be the
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Executive Director and as many Department Directors as the Board of
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Directors shall determine.
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Section 2. Powers and Duties. Except as hereinafter provided, the
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officers of the Association shall each have such powers and duties as may
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be conferred by the Board of Directors.
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(a) Chairman. The Chairman shall preside at all meetings of
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the Board, Executive Committee, and Nominating Committee, and
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perform all duties usually incumbent upon such an officer which
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are not herein specifically designated to another officer or
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reserved to the Board.
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(b) President. The President shall be the chief executive
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officer of the Association. In the absence of the Chairman, or in
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the event of his inability or refusal to act, the President shall
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have all of the power and perform the duties of the Chairman.
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(c) Executive Vice President. The Executive Vice President
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shall be the third ranking officer of the Association and be an
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ex-officio member of all committees. In the absence of the
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President, or in the event of his inability or refusal to act, the
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Executive Vice President shall have all of the powers and perform
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the duties of the President.
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(d) Vice President, Membership. The Vice President Membership
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shall be the fourth ranking officer of the Association and will
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manage all affairs relating to membership activities and
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benefits, and to local chapter operations and activities. He will
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work with the staff officers of the Association in soliciting new
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members, providing new member orientation, and continuing member
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hospitality functions. In the absence of the Executive Vice
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President, or in the event of his inability or refusal to act, the
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Vice President Membership shall have all of the power and perform
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the duties of the Executive Vice President.
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(e) Vice President, Finance. The Vice President, Finance shall
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maintain the financial records and shall be the custodian of all
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monies of the Association, shall make regular reports to the Board
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of Directors showing the financial condition of the Association
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and shall perform such other duties as are customarily performed
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by such an officer.
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(f) Secretary. The Secretary shall keep an official record of
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the proceedings of the Board of Directors and keep such other
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books and records and perform all such other duties as are
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customarily performed by such an officer.
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(g) Executive Director. The Executive Director shall be an
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employee or independent contractor of the Association and will
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serve as chief operating officer; an ex-officio member of the
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Board and all committees of the Association, without vote; have
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general and active management of the affairs of the Association;
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and see that all orders and resolutions of the Board are carried
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into effect.
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Section 3. Election, Term of Office. At least thirty days prior to the
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annual meeting of the Board of Directors, the Nominating Committee shall
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meet to select candidates for officers elected from the membership of
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the Association. At least ten days prior to the annual meeting at which
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action is to be taken with respect to election of officers, the
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Nominating Committee shall advise the Secretary of its nominations of
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candidates for said offices of the Association; and such nominations
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shall be made available to members of the Board. Following approval by
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the Board of Directors, said nominees shall stand for election at the
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annual meeting of the membership. Additional candidates may be
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nominated from the floor, provided a petition is made for each such
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candidate by at least five percent of the Individual and Corporate
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members. Upon election, the officers shall hold office until the next
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annual meeting of the membership and their successors are elected and
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qualified.
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Section 4. Compensation. The Chairman and other officers elected from
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the membership of the Association shall serve without compensation. The
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Executive Director and other staff officers employed or contracted by
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the Association shall be compensated as provided in Article VIII hereof.
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Section 6. Removal. Any officer may be removed from office at any time,
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with or without cause, by a majority vote of the Board of Directors
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whenever in its judgement and best interest of the Association will be
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served thereby.
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Section 7. Vacancies. Any vacancy in an office resulting from any
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cause, if not filled by succession or as otherwise provided herein, may
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be filled for the unexpired portion of the term thereof by appointment of
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the Board of Directors.
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ARTICLE VIII
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ASSOCIATION STAFF
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Section 1. General. The Executive Director shall employ such staff as
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may be necessary or desirable to manage and administer the work of the
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Association. Members of the staff shall perform such duties and
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functions as from time to time may be conferred by the Executive Director
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consistent with the policies of the Board of Directors.
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Section 2. Compensation. The salary of the Executive Director shall be
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determined by the Executive Committee. The salaries of all other staff
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members, including those elected as officers of the Association shall be
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fixed by the Executive Director pursuant to the salary administration
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policies of the Board of Directors in effect from time to time.
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Section 3. Terms and Conditions of Employment. The Executive Director,
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and all other members of the staff, including those elected as officers
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of the Association shall be employed pursuant to the personnel policies
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of the Board of Directors in effect from time to time.
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ARTICLE IX
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PROPERTY AND FINANCES
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Section 1. Operating Funds. All operating funds of the Association
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shall be deposited or invested in the name of the Association as the
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Board of Directors shall by resolution direct. All Association funds
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received by any member, director, officer, employee or agent of the
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Association in connection with any activity of the Association shall be
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held in trust for, and immediately delivered to the Association through
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its Vice President Finance or his designee.
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Section 2. Budget and Expenditures. The Executive Director of the
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Association shall prepare an annual operating budget for the Association
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which, together with changes thereto, shall be approved by the Board.
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Unless approved in advance by the President or Executive Director, no
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member, director, officer employee or agent of the Association shall
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expend or commit to expend the operating funds of the Association.
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Section 3. Fidelity Bonds. Each Director, officer and employee in any
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way responsible for handling the funds of the Association shall provide
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the Association with a bond in such amount and with such surety or
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sureties as shall be satisfactory to the Board for the faithful
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performance of the duties of this office and for the restoration to the
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Association, in case of the death, resignation, retirement, or removal
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from office, of all books, papers, vouchers, money, and other property
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of whatever kind in their possession or under their control belonging to
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the Association. The premiums for such bonds shall be paid by the
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Association.
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Section 4. Audit. At the close of the Association's fiscal year, the
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Board shall cause an independent Certified Public Accountant to audit
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the books and records of the Association and prepare, certify, and
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deliver to the Board of Directors a balance sheet showing in detail the
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financial condition of the Association as of the close of its fiscal year
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and an income statement showing the results of its operations during its
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fiscal year.
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ARTICLE X
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OFFICERS AND DIRECTORS
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INSURANCE, INDEMNIFICATION
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Section 1. Liability Insurance. The Association shall purchase
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liability insurance on behalf of any director, officer, employee, or
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agent of the Association against any liability asserted against such
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persons and incurred by such persons in those capacities or arising out
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of such person's status as such, in such amount and with such companies
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as shall be determined by the Board. The premiums for such insurance
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shall be paid by the Association.
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Section 2. Right of Indemnification. Every person who is or was a
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director or officer of the Association may be indemnified to the full
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extent permitted by law, for any liability and expense that may be
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incurred by such person in connection with or resulting from such person
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being or having been a director or officer of the Association, or by
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reason of any action taken or not taken in such person's capacity as a
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director or officer or as a member of any committee appointed by the
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Board of Directors to act for, in the interest of, or on behalf of the
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Association.
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Section 3. Advance of Expenses. Expenses incurred with respect to any
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claim, action, suit, or proceeding of the character described in Section
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2 may be advanced by the Association prior to the final disposition
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thereof, upon receipt of an undertaking by or on behalf of the recipient
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to repay such amount, unless it shall ultimately be determined that such
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person is entitled to indemnification under this Article.
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Section 4. Rights of Indemnification, Cumulative. The rights of
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indemnification provided herein shall be in addition to any rights to
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which any director or officer may otherwise be entitled under any By-
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Laws, agreement, or otherwise, and shall be in addition to the
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Association's purchase and maintenance of liability insurance on behalf
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of directors or officers, regardless of whether the Association would
|
||
have the power to indemnify such person against liability under this
|
||
Article or otherwise.
|
||
|
||
ARTICLE XI
|
||
GENERAL PROVISIONS
|
||
|
||
Section 1. Fiscal Year. The fiscal year of the Association shall be the
|
||
calendar year unless otherwise fixed by resolution of the Board of
|
||
Directors.
|
||
|
||
Section 2. Membership Year. The membership year of the Association
|
||
shall end on September 30 of each year unless otherwise fixed by
|
||
resolution of the Board of Directors.
|
||
|
||
Section 3. Principal Office. The principal office of the Association
|
||
shall be in Burke, Virginia.
|
||
|
||
Section 4. Other Offices. The Association may also have offices at such
|
||
other places as the Board may from time to time determine and the
|
||
business of the Association may require or make desirable.
|
||
|
||
Section 5. Procedures. Except where otherwise provided herein, Roberts
|
||
Rules of Order as amended and in effect on the date any action is taken,
|
||
shall govern the conduct at all meetings of the Association, in all cases
|
||
to which they are applicable and in which they are not inconsistent with
|
||
any special rules the Association may adopt.
|
||
ARTICLE XII
|
||
AMENDMENTS
|
||
|
||
The Board of Directors shall have the power to amend or repeal these By-
|
||
Laws, or adopt new By-Laws, by two-thirds vote of all of the directors.
|
||
Notification of proposed changes shall be provided to the Board not less
|
||
than 15 days in advance of the meeting at which the changes are to be
|
||
considered. Any By-Laws adopted by the Board of Directors may be amended
|
||
or repealed and new By-Laws adopted, by majority vote at any meeting of
|
||
the membership.
|
||
|
||
______________________________________________________________
|
||
|
||
|
||
|
||
|
||
I have read and approve these By-Laws, as amended, for the
|
||
Communications Security Association.
|
||
|
||
|
||
|
||
|
||
_____________________________ _________________________
|
||
(Signed) (Date)
|
||
|
||
|
||
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