BYLAWS OF THE TAMPA BAY ISSA CHAPTER

OF

INFORMATION SYSTEMS SECURITY ASSOCIATION, INC.

Tampa Bay ISSA Chapter Bylaws

Revision, 5/1/2019/Final, 7/1/2019

ARTICLE I: NAME

The name of this organization shall be the Tampa Bay Chapter, Information Systems Security Association, Inc., (ISSA) hereafter referred to as the “Chapter.”

ARTICLE II: PURPOSE AND OBJECTIVES

The primary purpose of the Chapter is to provide education for its members for the improvement and development of their capabilities relating to the security of information system processing, pursuant to Section 501(c)(6) of the 1954 Internal Revenue Code.

More specifically the objectives of the Chapter 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 information systems 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 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, and observance of the ISSA Code of Ethics as a prerequisite for and as a condition of continued affiliation with the Chapter.

Membership is subject to provisions of the ISSA Articles of Incorporation, and the bylaws of ISSA and the Chapter, and rules established by the ISSA and Chapter Board of Directors, hereafter referred to as the “Board.” There are three categories of membership:

General Members;

(i)            Professionals who have as their primary responsibility information systems security in the private or public sector, or professionals supplying information systems security consulting services to the private or public sector; or

(ii)           Educators, attorneys, and law enforcement officers having a vested interest in information/data security; or

(iii)          Professionals with primary responsibility for marketing or supplying security equipment or products.

Chapter Members: General members who have established an affiliation with the Chapter.

Student Members: Full-time students interested in a career in or dealing with information systems security.

SECTION 2. The Chapter Directors, at their discretion, may provide for other classes of membership.

SECTION 3. Members who maintain their membership by payment of dues, as required under Article VII of the Bylaws, and who otherwise qualify shall be considered in good standing and entitled to the full privilege of membership.

SECTION 4. Membership may be terminated if payment of the annual Chapter dues has not been received by the Treasurer of the Chapter as provided for in SECTION 5.

SECTION 5. Any member may resign at any time, but such resignation shall not give any right to rebate of dues or any right to a pro rata or other share of the assets of the Chapter.

SECTION 6. The Board will also develop and maintain a Code of Conduct for event attendees including the Board of Directors and all vendors and members volunteering at all Chapter events.

SECTION 7. The Board, 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 Board.

The Board shall provide 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 directed. Such action by the Board shall be final and shall cancel all rights, interests or privileges of such member in the service or resources of the Chapter.

ARTICLE IV: OFFICERS

SECTION 1. The officers of the Chapter must be Chapter members in good standing as of the date of their election. These executive officers shall be President, Vice President, Secretary, Treasurer. The Marketing and Communications Director, Membership Director, Events Director, Web Director, and Vendor Relations Director are appointed my majority vote of the executive board. The executive officers shall constitute the elected members of the Board.

The President shall act as Chairperson thereof. Non-elected members of the Board include the Immediate Past President and any Advisors to the Board. Non-elected Board members have do have voting privileges on the Board.

SECTION 2. The President shall be the executive head of the Chapter and shall preside at all meetings of the Chapter. 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 a tie decision.

The President shall cause the Chapter Bylaws to be reviewed annually by the Chapter Board of Directors. This review shall be for the purpose of making each Board Member more familiar with the duties and responsibilities of their office and to identify any changes that may be required to keep the Bylaws current. The President may call for a Board Meeting to amend or alter the Chapter Bylaws. This change must be presented to the general membership at an ISSA meeting.

Other duties are outlined below:

• The annual filing to renew the corporate certificate for the Chapter with the State of Florida will be designated as a task for the Chapter President annually. Additionally, the chapter board of directors and members will receive an email advising when the renewal is paid along with a link to the updated filing information with the state of Florida.
• The President of the Chapter may attend the annual Chapter Leaders’ Meeting traditionally scheduled in conjunction with the annual ISSA International Conference.
• In the event the President is unable to attend the Chapter Leaders’ Meeting, they are required to designate another officer to attend in their stead.
• The Board of Directors may at their discretion send a board member to the national leaders’ conference. If there are sufficient funds in the treasury, the board may provide for a travel stipend in the amount not to exceed $2,000 to the selected officer or director who travels to the leaders’ conference. Alternatively, the President or other Board member may receive an “In-Kind Sponsorship” rather than reimbursement in cash. The sponsorship level will be determined by the amount that would have been reimbursed.
• A full report on the meeting and additional conference activities shall be provided by the board member who attends the meeting.

SECTION 3. The Vice President shall, in the absence or disability of the President, perform all the duties of the President, and when so acting, shall have the powers of and be subject to the restrictions upon the President. The Vice President shall serve as Parliamentarian for the purposes of maintaining efficient and smooth operation of meetings, and for keeping them consistent with the Bylaws. In addition, the Vice President shall be responsible for drafting Bylaws changes as necessary on behalf of the Board of Directors.

SECTION 4. The Secretary shall take minutes of all board meetings, including how called or authorized, notice given thereof, place and time of holding, and the names of those present, and shall keep a copy of such minutes and distribute to the Board. The Secretary shall keep a copy of the current Bylaws, which will be available for inspection by Chapter members at all reasonable times. The Secretary shall keep an inventory record of all Chapter-owned equipment. The Secretary will also maintain a Chapter calendar.

SECTION 5.  The Treasurer shall be the custodian of the Chapter funds and shall keep an itemized account of all receipts and expenditures. At no time shall Chapter funds be merged with personal funds. The Treasurer or a representative shall have a financial report available at all meetings. The records of the Treasurer shall be available for inspection by the Board at all reasonable times, and shall be audited at least once a year. Expenditures shall only be made pursuant to resolutions of the Board and shall be supported by invoices, vouchers and/or receipts along with an original check request form. The Treasurer, or in the absence of the Treasurer, the President, must sign all checks. Additionally, any check over 2,000.00 must have dual signatures. Secondary signatures may include the President, Vice-President, or Secretary in addition to the Treasurer. The Treasurer with the concurrence of another elected officer may authorize and pay miscellaneous expenditures up to twenty dollars per week when the consultation of the Board is not practical. Electronic copies of all checks shall be made and kept with the supporting documents before a check is mailed to the payee. The Treasurer shall supervise the collection of funds by any committee to ensure that sound accounting practices are followed. The Treasurer is responsible for balancing the monthly bank statement and providing copies of the cleared checks on that statement and supporting documents for those checks to the Board. The Treasurer shall notify the Board of all checks returned for non-sufficient funds and any fees associated with their collection. The Treasurer, with the help of the members of the Board, shall prepare an annual Pro-forma income statement. The Treasurer will prepare a final Expense and Deposits Statement, and balance sheet upon the completion of the current fiscal year. The Treasurer, or other designated Officer (President, Vice-President, or Secretary) shall collect and distribute the Chapter mail.

SECTION 6. The Marketing and Communications Director will be responsible for the The Marketing and Communications Director will ensure that the content of all Chapter publications is in good taste and sensitive to the differences in cultures including race, color, sex, religion, age, national origin, veteran status, sexual orientation, or handicap. The Marketing and Communications Director shall be the focal point between the Chapter and the various security vendors in the Tampa Bay area. They will coordinate all Chapter related advertising and will coordinate Chapter sponsors benefits. Optionally, the Marketing and Communications Director will be responsible publication of the Quarterly Chapter Newsletter, either directly or by supervising an appointed editor. The Marketing and Communications Director will establish and solicit members for a newsletter staff if necessary and will coordinate the job functions of the newsletter staff.

SECTION 7. The Membership Director shall maintain sufficient membership address lists as 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, including but not limited to: dissemination of the Chapter newsletter, election ballots, surveys and election results. Additionally, the Membership Director shall maintain and retain current members, assist potential new members, promote the Chapter through various events, and assist Chapter members with membership questions. The Membership Director will also provide monthly reports to the Chapter Board on membership metrics.

SECTION 8. The Education Director shall coordinate activities pertaining to the Chapter meetings and any extended security seminars being hosted by the Chapter. The Director should be familiar with the results of the membership survey and attempt to obtain speakers that fulfill the needs of the Chapter members. The Education Director will establish and solicit members for an extended seminar committee if necessary, and the Education Director will chair this committee. The Education Director also has the responsibility to ensure that the Chapter meetings run smoothly from a logistics viewpoint.

SECTION 9. The Events Director shall be responsible for reserving meeting space and venues for all Chapter events. The Events Director will be the primary point of contact for the Chapter vendors related to snacks, meals, and other any refreshments provided to event attendees. The Events Director will also manage the event documents—coordinating with the Treasurer, President and other members of the Board as needed.

SECTION 10. The Web Director is responsible for the ongoing design, support and maintenance of the Chapter’s website, including gathering and publishing up-to-date facts, schedules, and announcements of all Chapter activities. This board position requires frequent coordination with the Marketing Director and other Board members.

SECTION 11. The Vendor Relations Director shall be the focal point between the Chapter and the various chapter sponsors. The Vendor Relations Director will be responsible for recruiting sponsors and maintaining sponsor relations as well as coordinating their benefits. The Vendor Relations Director will coordinate with the Treasurer for all invoicing and collections of sponsorships.

SECTION 12. The role of the Immediate Past President is that of an advisor to the Board. If the Immediate Past President is unable to serve, the previous Immediate Past President will be asked to assume the position. All other Past Presidents are invited to serve as Board advisors as well.

SECTION 13. Advisors are to be accessible to the Board and should expect to perform miscellaneous tasks, covering duties that are not otherwise assigned and assisting as needed. Advisors must be a member in good standing with ISSA at all times and may be removed as an Advisor if they fail to fulfill this requirement.

SECTION 14. The business of the Chapter shall be managed by the Board. A Board quorum for business shall consist of at least half of the Board being present. The Board may, from time to time, establish special committees for various purposes as required. The elected members of the board have the right to appoint their own committee members but must submit the list of committee members to the entire board for review and approval. All committee members must be ISSA members in good standing

SECTION 15. In case of a Board vacancy, other than the Office of President, such vacancy shall be filled by appointment by the President, upon a majority vote by the remaining Board members, 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, provided that such person shall have been granted an opportunity for a hearing before the general membership.

The Board shall provide at least thirty days’ (30) notice of the hearing to be given in writing, delivered by registered mail, to the Board member against whom charges may be directed. Such action by the Board shall be final and shall cancel all rights, interests or privileges of such Board member in the service or resources of the Chapter.

A two-thirds majority of all general members shall be required for removal from office.

ARTICLE V: ELECTIONS

SECTION 1. The Board shall be elected by popular vote. Each Chapter member in good standing may cast one ballot.

SECTION 2. There are two options for elections:

1. The Board may call for nominations prior to the July meeting and all Tampa Bay ISSA Chapter members have seven (7) calendar days to submit their names for listing on the ballot. Voting will be conducted through SurveyMonkey with the options for verifiable data selected will be monitored by the President and Treasurer. All members of the board and nominees will be allowed to review the election results (and voting data) following the election.
2. The Nominating Committee shall consist of the Immediate Past President, or in the absence thereof by a Board member appointed by a majority vote of the Board, who will serve as the Nominating Committee Chairperson and one other member in good standing, selected by the Board at the April meeting of each year. Members in good standing may volunteer for this function.

SECTION 3. The Nominating Committee Chairperson shall prepare and distribute election ballots at the July meeting.

SECTION 4. Elections shall be held at the July meeting every two years. Hard copy signed ballots will be counted. Chapter members may cast their ballots in one of two ways;

(i)           By submitting their ballot at the July meeting. These methods will be used in conjunction with a verifiable ballot method, e.g. Survey Monkey distributed thirty (30) days prior to the July meeting so that all ballots can be verified. A verifiable IP address will be required for the votes cast using Survey Monkey.

(ii)          In the event there is any evidence of misconduct or tampering, the board must request support from another ISSA Chapter in conducting a full investigation into the incident(s).

(iii)          Effective July 2019, the board will hold elections for the all positions every two years.

Elections are closed at the time of the adjournment of the July meeting. Ballots not received prior to the adjournment of the July meeting will not be counted.

SECTION 5. Election results shall be announced to the incumbent Board and the Board elect within 24 hours of the close of elections, and to Chapter members within 5 calendar days of the close of elections.

SECTION 6. The term of office for the Board shall consist of two years commencing immediately following the announcement of election results to the Chapter.

ARTICLE VI: MEETINGS

SECTION 1. The regular meetings of the Chapter Board shall be held approximately two weeks before and two weeks after each Quarterly Chapter meeting.

SECTION 2. The Board may call special meetings at any time.

SECTION 3. At all Chapter meetings, a minimum of ten members in attendance shall constitute a quorum for the transaction of business.

SECTION 4. The order of business at Chapter meetings shall be determined at the Board meeting prior to each quarterly meeting.

SECTION 5. Guests may be invited to Chapter meetings. If a guest attends more than two meetings in the same year, that person should be approached for membership. This section does not preclude guests from being charged admission to the meetings.

ARTICLE VII: FINANCIAL ADMINISTRATION

SECTION 1. ISSA International Headquarters will collect annual dues from each member; Chapter dues will be forwarded to the Chapter by ISSA International. Payment of dues and fees shall be made in U.S. dollars.

SECTION 2. Bank accounts in the name of the Chapter shall be established and maintained as directed by the Board.

SECTION 3. Signatory authority for all bank accounts shall reside in the duly elected President, Vice President, Secretary, and Treasurer.

SECTION 4. The fiscal year of the Chapter shall be January 1 through December 31.

ARTICLE VIII: LIMITATIONS OF LIABILITY

SECTION 1. The Chapter shall be fully and solely responsible for its own legal and financial affairs, providing timely and transparent updates to Chapter members (as determined by the Board), and shall hold harmless the management firm for ISSA International, by reasons of their affiliations, from any lawsuits, damages, other expenses or liabilities arising out of the activities of the Chapter.

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

ARTICLE IX: HEADQUARTERS

SECTION 1. The Headquarters of the Tampa Bay Chapter shall be located in the State of Florida, at the address designated by the Board.

ARTICLE X: AMENDMENTS TO THE BYLAWS

SECTION 1. These Bylaws may be amended, repealed, or added to in the following manner only:

1. Ten percent of the members of the Chapter 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. Any member of the Board may propose in writing the amendment or repeal or any existing provision of, or the addition of any new provision to the Bylaws.
2. Such proposed amendments, repeals, or additions shall be presented at the next regular meeting of the Board. No such proposed amendment, repeal, or addition shall be considered at any meeting of the Board unless notice of the proposal has been given to each member of the Board not less than ten days prior to the meeting.
3. At the meeting of the Board called in accordance with the provisions of Paragraph b. above, the proposed amendment, repeal, or addition to the Bylaws shall be considered and voted upon by the members present. If, at the meeting, a quorum being present, two-thirds of the total number of Directors present vote in favor of such amendment, repeal, or addition, it shall be considered as adopted by the Board. Such amendments, repeals, or additions to these Bylaws shall be presented to the membership at the next regular meeting of the Chapter for ratification.
4. Amendments to these Bylaws shall become effective after ratification by the Chapter members at a regular meeting on the date specified by the Board.