ISC2 CHICAGO CHAPTER Chicago, IL
CHICAGO CHAPTER BYLAWS
DRAFT 4/16/2014
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CONTENTS
Article I. Name ………………………………………………………………………………………………………………………………………….. 1
Article II. Mission Statement ……………………………………………………………………………………………………………………….. 1
Article III. Membership and Dues ………………………………………………………………………………………………………………… 1
Section 1. Classification and Qualification ……………………………………………………………………………………………….. 1
Section 2. Admission ………………………………………………………………………………………………………………………………. 1
Section 3. Dues ……………………………………………………………………………………………………………………………………… 2
Article IV. Chapter Meetings ………………………………………………………………………………………………………………………. 2
Section 1. Regular Meetings …………………………………………………………………………………………………………………….. 2
Section 2. Annual Meeting ……………………………………………………………………………………………………………………….. 2
Section 3. Special Meetings ……………………………………………………………………………………………………………………… 2
Section 4. Notification of Chapter Meetings ……………………………………………………………………………………………….. 2
Section 5. Quorum for Chapter Meetings. ………………………………………………………………………………………………….. 3
Section 7. Presiding Officer. …………………………………………………………………………………………………………………….. 3
Article V. Chapter Officers………………………………………………………………………………………………………………………….. 3
Section 1. Chapter Officers ……………………………………………………………………………………………………………………… 3
Section 2. Qualifications of Chapter Officers …………………………………………………………………………………………….. 3
Section 3. Term of Chapter Officers …………………………………………………………………………………………………………. 3
Section 4. Duties of Chapter Officers ……………………………………………………………………………………………………….. 4
Section 5. Chapter Officer Vacancies ……………………………………………………………………………………………………….. 5
Section 6. Recall of a Chapter Officer ……………………………………………………………………………………………………….. 5
Article VI. Chapter Board……………………………………………………………………………………………………………………………. 6
Section 1. Composition of the Chapter Board ……………………………………………………………………………………………. 6
Section 2. Duties of Chapter Board …………………………………………………………………………………………………………… 6
Section 3. Financial Authority ………………………………………………………………………………………………………………….. 6
Section 4. Receipt and Disbursement of Funds…………………………………………………………………………………………… 7
Section 5. Meetings of Chapter Board ……………………………………………………………………………………………………….. 7
Section 6. Notification of Chapter Board Meetings ……………………………………………………………………………………… 8
Section 7. Quorum of the Chapter Board …………………………………………………………………………………………………… 8
Section 8. Action by the Chapter Board …………………………………………………………………………………………………….. 8
Section 9. Expenses and Compensation of Chapter Board Members ……………………………………………………………… 8
Article VII. Nominations and Elections ……………………………………………………………………………………………………….. 9
Section 1. Chapter Elections …………………………………………………………………………………………………………………….. 9
Section 3. Propositions ………………………………………………………………………………………………………………………….. 10
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Article VIII. Chapter Committees ……………………………………………………………………………………………………………… 10
Section 1. Standing Committees………………………………………………………………………………………………………………. 10
Section 2. Committee Member Appointments ……………………………………………………………………………………………. 10
Section 5. Duties of Chapter Committees …………………………………………………………………………………………………. 10
Article IX. Indemnification ………………………………………………………………………………………………………………………. 10
Article X. Insurance ………………………………………………………………………………………………………………………………….. 11
Article XI. Dissolution …………………………………………………………………………………………………………………………….. 11
Article XII. Conflict of Interest …………………………………………………………………………………………………………………. 11
Article XIII. Parliamentary Authority ………………………………………………………………………………………………………… 12
Article XIV. Amendment of Chapter Bylaws………………………………………………………………………………………………. 12
Section 1. Bylaws Amendment Process …………………………………………………………………………………………………….. 12
Section 2. Approval of Bylaws Changes …………………………………………………………………………………………………… 12
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ARTICLE I. NAME
The name of this non-profit organization shall be the ISC2 Chicago Chapter, hereinafter
referred to as “Chapter”, a Chapter affiliated with the International Information Systems
Security Certification Consortium, Inc. ISC2, hereinafter referred to as the
“Association”. The Chapter, apart from its innate affiliation with the Association, is an
independent entity from any other association, enterprise, or entity.
ARTICLE II. MISSION STATEMENT
The mission of the Chicago chapter of the ISC2 is to advance the local information
security community by providing its members with opportunities to increase knowledge,
grow professional networks, and share information, as well as to advance the profession
as a whole by promoting certification, ethical behavior, and social responsibility.
ARTICLE III. MEMBERSHIP AND DUES
SECTION 1. CLASSIFICATION AND QUALIFICATION
1. Officer Members: Officer Members shall be those Constituent Members serving in
office.
2. Constituent Members: The members entitled to elect officers of the organization shall
consist solely of individuals who obtain certification as granted by ISC2 and whose
certification is in good standing according to specifications that are from time to time
approved by the Officers.
3. Associate Members: Individuals who do not currently hold certification in good
standing may be allowed to attend and participate, but shall not participate in
elections.
SECTION 2. ADMISSION
1. Potential members shall:
i. Meet the requirements of membership as outlined in Article III, Section 1.
ii. Complete a Chapter membership application form.
iii. Pay required dues to the Chapter.
iv. Follow the Code of Professional Ethics of the Association.
v. Membership in the Chapter shall be conferred upon an individual when the
Chapter has received the required Chapter dues for that individual.
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SECTION 3. DUES
1. Chapter dues shall be payable annually, within the same quarter as their membership
anniversary.
2. A member whose dues are in arrears for more than sixty (60) days shall no longer be
deemed a member.
3. A member shall forfeit membership if dues have not been paid to the Chapter as
required.
4. Membership dues are not refundable
ARTICLE IV. CHAPTER MEETINGS
SECTION 1. REGULAR MEETINGS
Regular Meetings of the Chapter membership shall be held as ordered by the Chapter
Board at least quarterly and shall be for the purpose of conducting the regular business of
the Chapter.
SECTION 2. ANNUAL MEETING
There shall be held an annual meeting of members for the purpose of electing and
installing the Chapter Board Officers, providing the state of the Chapter, and for any
other business deemed appropriate. In the case of board members with expiring terms the
annual meeting shall be held at least 30 days before such expiration.
SECTION 3. SPECIAL MEETINGS
Special Meetings may be called by the President, or any three (3) members of the Chapter
Board, or upon written request to the President by 25% of the Constituent members. The
purpose of the meeting shall be stated in the call. No business shall be transacted except
that mentioned in the call of the Special Meeting.
SECTION 4. NOTIFICATION OF CHAPTER MEETINGS
Members shall be notified not less than twenty-one (21) days in advance of the Annual
Meeting and not less than ten (10) days in advance of any Regular Meeting or Special
Meeting, except in case of emergency.
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SECTION 5. QUORUM FOR CHAPTER MEETINGS.
A quorum at any Regular Meeting, Annual Meeting, or Special Meeting where a vote of
the membership is required shall consist of 25% of the Constituent members. Any voting
completed by the quorum at any such meeting shall be considered valid and binding.
SECTION 7. PRESIDING OFFICER.
Chapter meetings shall be presided over by the President of the Chapter. In the event the
President shall not be able to preside, the presiding officer shall be in accordance with the
order of ranking established in Article V, Section 1.
ARTICLE V. CHAPTER OFFICERS
SECTION 1. CHAPTER OFFICERS
The Officers of the Chapter shall be five (5) in number and are listed in order of ranking
as follows: President, Vice President, Treasurer, Secretary, and Membership Chair.
SECTION 2. QUALIFICATIONS OF CHAPTER OFFICERS
Chapter Officers are required to meet the following qualifications:
1. Candidates for Officer of the Chapter are required to have been dues-paying
active in good standing of the Association and the Chapter.
2. Candidates may not serve concurrently on boards of other organizations that serve
similar populations or be employed by entities with a conflict, offer a service, or
are commercially motivated to promote alternative certifications/training.
Additional organizations may be identified via simple majority vote of Board
members during any regular or special meetings.
SECTION 3. TERM OF CHAPTER OFFICERS
1. The Chapter Officers shall be elected in their own right for a term of two (2) Chapter
years. The term of office shall begin within 30 days following the election.
2. No Chapter Officer shall be nominated for election, be presented for election, or hold
more than one (1) Chapter offices at a time, and no Chapter Officer shall be eligible
to serve more than two (2) consecutive term in his or her own right in the same
Chapter Officer position.
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SECTION 4. DUTIES OF CHAPTER OFFICERS
The Chapter Officers shall perform the duties prescribed by these Bylaws and the
parliamentary authority adopted by the Chapter.
1. The President shall:
a. Preside over the business meetings and ensure that all rules and regulations are
observed, appoint and serve as an ex-officio at all committees, decides tie votes
and see that officers faithfully perform their duties.
b. Preside over board meetings.
c. Preside over least one committee.
2. The Vice President shall:
a. Perform the duties of the President in the event of his or her absence or disability.
b. Preside over least one committee.
3. The Treasurer shall:
a. Maintain an accurate record of all chapter invoices, receipts, and expenditures.
Treasurer shall collect all dues and other monies, depositing in a repository in the
name of the Chapter.
b. Manage the funds, bank accounts, and financials of the chapter.
c. Provide an update on the chapter’s financial standing to the board on a quarterly
basis.
Preside over least one committee, to include the finance committee.
4. The Secretary shall:
a. Prepare and maintain chapter related documentation and records.
b. Record the proceedings of the chapter, write and conduct the correspondence, as
well as prepare reports due to the Association.
c. Schedule board meetings and planning/arrangements.
d. Take notes during the board meetings, including specific board member tasks for
tracking purposes.
e. Preside over least one committee.
5. The Director of Communication shall:
a. Promote chapter meetings, including communication (emails) to the chapter about
upcoming meetings.
b. Promote and market the certifications, services, and other events of the Chapter.
c. Provide oversight and management of website content.
d. Preside over least one committee.
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6. The Membership Chair shall:
a. Maintain an accurate record of all members current, retired, and prospective.
b. Promote the membership growth of the chapter.
c. Work with the Association for CPE Certification of chapter meetings and manage
all related documentation.
d. Preside over least one committee, to include the membership committee.
SECTION 5. CHAPTER OFFICER VACANCIES
1. In the event a Chapter Officer position is vacant due to any reason, the board shall
appoint, by majority vote a replacement officer from the membership. In the event
that the vacancy is the President, the Vice President shall assume the Presidency and
normal procedure shall apply to the Vice Presidency vacancy.
2. If a Chapter Officer’s membership in the Association shall for any reason terminate,
that individual’s position as Chapter Officer shall automatically become vacant.
SECTION 6. RECALL OF A CHAPTER OFFICER
1. Recall of a Chapter Officer: In an election called specifically for the purpose of a
recall, the members entitled to elect the Chapter Officer may recall a Chapter Officer
by a majority of those voting.
2. The Board may remove a Chapter Officer for cause by a unanimous vote of the other
board members.
3. In the case of a successful recall, the position becomes vacant the normal process for
filling the vacancy shall apply.
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ARTICLE VI. CHAPTER BOARD
SECTION 1. COMPOSITION OF THE CHAPTER BOARD
The Chapter Board shall consist of the five (5) Chapter Officers.
SECTION 2. DUTIES OF CHAPTER BOARD
The Chapter Board shall:
1. Act as the governing body of the Chapter and its action shall be final, unless
otherwise specifically provided by these Bylaws or those of the Association.
2. Supervise the affairs and conduct the business of the Chapter between Chapter
meetings.
3. Make recommendations to the membership as needed.
4. Be subject to the orders of the membership.
5. Meet or convene at least four times per year at a place and time or by a method
determined by the Chapter Board or by the President in the case of Special Meetings
or Emergency Meetings.
6. Perform the duties prescribed in these Bylaws and the parliamentary authority
adopted by the Chapter.
SECTION 3. FINANCIAL AUTHORITY
The Chapter Board shall:
1. Approve the annual budget.
2. Oversee the expenditure of funds allotted in the approved budget for the benefit of the
Chapter membership.
3. Authorize non-budgeted expenditures not to exceed $5,000 without prior approval of
the Chapter membership. The amount must not be broken down into smaller
transactions.
4. Authorize the execution of a contract only by a Chapter Officer or, in the case of a
special event, by the Chairperson of the special event, if the nature, scope and
expenditure specified in the contract have been previously approved by the Chapter
Board. If the nature, scope or expenditure specified in a contract exceeds or is
otherwise outside that which was previously approved by the Chapter Board, the
Chapter Officer or Chairperson of the special event shall obtain advance approval by
the Chapter Board prior to any action being taken.
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SECTION 4. RECEIPT AND DISBURSEMENT OF FUNDS.
1. The Chapter Board shall designate such other officer or officers who in addition to or
instead of the president or treasurer shall be authorized to receive and receipt for all
moneys due and payable to the chapter from any source whatever, to endorse for deposit
checks, drafts, notes, or other negotiable instruments, and to give full discharges and
receipts therefor.
2. Funds of the chapter may be deposited in such bank or banks as the president or chapter
board may from time to time designate or with such other corporations, firms, or
individuals as the board of directors may from time to time designate.
3. Only Board members shall be allowed to represent the Chapter in the normal course of
conducting business.
4. Only the President or Treasurer shall be authorized to approve disbursement up to $250.
5. Any transaction in excess of $250 must be approved by simple majority vote of quorum
Board members during a normal or special Board meeting.
SECTION 5. MEETINGS OF CHAPTER BOARD
1. The Chapter Board shall meet or convene at least four times per year at a time and place
or by a method determined by the Chapter Board or by the President in the case of
Special Meetings or Emergency Meetings.
2. The Chapter Board, including standing committees, special committees, and
subcommittees of the Chapter Board, shall have the option to conduct its business by
conventional or electronic means including in person, or by teleconference,
videoconference, e-mail as prescribed by Robert’s Rules of Order Newly Revised,
computer, or other appropriate means or electronic communications media, provided that
all members have access to the information and/or debate through one or more of the
means listed. A conference meeting must be arranged at least forty-eight (48) hours in
advance of the conference meeting, each member shall seek recognition from the chair
before beginning to speak, each member shall identify himself or herself prior to
speaking, and the minutes of the conference meeting shall be approved by the Chapter
Board at the next in-person meeting. In the case of an e-mail, computer, or other
electronic meeting, it must be arranged at least forty-eight (48) hours in advance of the
electronic meeting, and a start and stop time/date shall be established for the electronic
meeting.
3. At all meetings of the Chapter Board, the President, if present, shall act as presiding
officer. In the President’s absence, the function of presiding officer shall succeed to the
Vice President, then to the Treasurer, and then to a member of the Chapter Board chosen
by majority vote of those present for that meeting.
4. Motions will be voted on by voice vote, unless otherwise requested or authorized in these
Bylaws. If the chair has a problem determining the vote, he or she may call for a roll call
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vote. The roll call vote is for determination of the outcome of the vote and shall not be
recorded in the minutes.
5. Special Meetings or Emergency Meetings of the Chapter Board may be called at any time
by the President or any simple majority of members of the Chapter Board and shall be
conducted in accordance with the means specified within these Bylaws. The purpose of
the meeting shall be stated in the call. Any correspondence or electronic transmissions
will be considered a Special Meeting or Emergency Meeting, as appropriate, and copies
of all e-mails or other electronic documentation will be included as Chapter Board
minutes by the Recording Secretary.
6. In the President’s absence, the authority to call a Special Meeting or Emergency Meeting
shall succeed to the Vice President, then to the Treasurer with two (2) other members of
the Chapter Board. Decisions made during Special Meetings or Emergency Meetings
shall be ratified at the next regular Chapter Board meeting.
SECTION 6. NOTIFICATION OF CHAPTER BOARD MEETINGS
Notice of Chapter Board meetings shall be given to each Chapter Board member not less
than forty-eight (48) hours for Special Meetings or Emergency Meetings and not less
than seven (7) days for all other meetings in advance of the meeting by any method
deemed necessary or as the Chapter Board may otherwise direct. However, no failure in
delivery of such notices shall invalidate the meeting or any related action taken or
proceedings.
SECTION 7. QUORUM OF THE CHAPTER BOARD
A majority of the elected Chapter Board present in person or electronically at Regular
Meetings, Special Meetings, and Emergency Meetings shall constitute a quorum of the
Chapter Board.
SECTION 8. ACTION BY THE CHAPTER BOARD
The affirmative vote of the majority of Chapter Board members present at a meeting,
shall constitute an act of the Chapter Board. Except when specified by the action itself,
the action shall supersede all related prior actions or decisions.
SECTION 9. EXPENSES AND COMPENSATION OF CHAPTER BOARD MEMBERS
1. Members of the Chapter Board and Committees thereof may receive such reimbursement
for expenses.
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2. Members of the Chapter Board and Committees thereof shall not be paid any
compensation for their services.
ARTICLE VII. NOMINATIONS AND ELECTIONS
SECTION 1. CHAPTER ELECTIONS
1. A Nominating Committee of three (3) members shall be appointed and approved by
the Chapter Board at its meeting prior to the election to facilitate and monitor the
annual election process. A Nominating Committee member shall not be a candidate
standing for the upcoming election.
2. The Nominating Committee shall:
a. Solicit nominees from the Chapter membership for open board positions.
b. Accept nominations only from Chapter members in good standing up to 30 prior
to the election.
c. Ensure that candidates are eligible to run to for the position they are nominated
for.
d. Submit to the board, at least 21 days prior to the election, a summary of the
nominees including the following information:
i. Certification that candidates understand expectations for the position for
which they will run.
ii. Certification that candidates are eligible to hold the position for which they
will run.
iii. Confirmation that candidates have completed, signed, and submitted the
“Willingness to Serve Agreement” and the “Conflict of Interest Form”.
e. Create the voting ballot and instructions using either a popular or ordinal voting
system.
f. Conduct the election as explained in this section.
g. Notify candidates and the general membership of the election results within 5
days following the conclusion of the election.
3. The election process shall be as follows:
a. A voting ballot, instructions, and a summary of the candidates shall be distributed
to the membership at least 14 days prior to the election.
b. Ballots shall be cast by eligible members at least one hour prior to the scheduled
end of the designated chapter meeting.
c. Votes will be tallied after the last ballot is cast.
d. The current or outgoing president shall schedule a transitional board meeting to
complete the transition from outgoing to incoming officers within 30 days
following the election.
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SECTION 3. PROPOSITIONS
The Chapter Board shall have the authority to submit a proposition for membership
consideration and vote, with Chapter Board approval, as follows:
1. At the time of the annual election ballot.
2. Earlier than the annual election ballot if the Chapter Board deems necessary.
ARTICLE VIII. CHAPTER COMMITTEES
SECTION 1. STANDING COMMITTEES
There shall be, at a minimum, the following Standing Committees: Finance and Audit.
SECTION 2. COMMITTEE MEMBER APPOINTMENTS
1. The chairperson of each committee shall be a chapter officer as appointed and
confirmed by the board.
2. Committee members shall be solicited on a volunteer basis from the membership in
good standing.
SECTION 5. DUTIES OF CHAPTER COMMITTEES
1. The Finance Committee, which shall include at minimum, the Treasurer as a member,
shall prepare and submit a budget annually for board approval and provide periodic
financial reporting. Additionally any required financial reporting and filings shall be
the responsibility of this committee.
2. The Audit Committee shall perform an annual financial audit following the close of
the fiscal year and report the result to the chapter board. Additionally this committee
shall have the financial audit reviewed by a licensed Certified Public Accountant.
Any documents produced by this committee shall be made available to the
membership.
3. Other committees as formed by the board, shall faithfully perform and report on the
duties assigned to them.
ARTICLE IX. INDEMNIFICATION
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1. The Chapter shall indemnify any and all of its Officers or former Officers or any
person who may have served at its request or by its election as an Officer of another
corporation, against expenses actually and necessarily incurred by them in connection
with the defense or settlement of any action, suit or proceeding in which they, or any
of them, are made parties, or a party, by reason of being or having been Chapter
Officers or of such other corporation, except in relation to matters as to which any
such Officer or former Officer or person shall be adjudged in such action, suit or
proceeding to be liable for willful misconduct in performance of duty and to such
matters as shall be settled by agreement predicated on existence of such liability.
2. The indemnification provided hereby shall not be deemed exclusive of any other
rights to which anyone seeking indemnification may be entitled under any bylaw,
agreement, vote of members or disinterested Officers or otherwise, both as to action
in his or her official capacity and as to action in another capacity while holding such
office.
ARTICLE X. INSURANCE
The Chapter Board, subject to Chapter Board approval, shall secure insurance coverage
deemed to be necessary and appropriate to meet the needs of the Chapter.
ARTICLE XI. DISSOLUTION
To effect dissolution of the Chapter, these Bylaws must be rescinded by two-thirds (2/3)
vote of the Chapter membership after ten (10) days notice has been mailed to each
member. In the event of dissolution, the Chapter shall notify the Chief Executive Officer
of the Association, in writing, indicating the reason(s) for dissolution and shall return the
Chapter charter and any other Chapter or Association documents to International
Headquarters. All net assets shall go to a welfare, education, or civic project designated
by the Chapter membership, pursuant to Section 501 (c) (6) of the US Internal Revenue
Code with the approval of the Association’s International President and Chief Executive
Officer.
ARTICLE XII. CONFLICT OF INTEREST
1. Conflict of Interest: Members of the Board of Directors or Committees of the Board
or Constitutional Committees of the Organization must not have any undisclosed
conflict of interest with the activities of the Organization.
2. Disclosure and Recusal: Directors, Officers, and managers must disclose, in writing,
conflicts of interest to the Board of Directors. Where any action comes before the
Board of Directors on which any Director has a conflict of interest, that Director shall
recuse her/himself from voting on that matter.
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ARTICLE XIII. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall
govern the Chapter in all cases to which they are applicable and in which they are not
inconsistent with these Bylaws and any special rules the Chapter may adopt.
ARTICLE XIV. AMENDMENT OF CHAPTER BYLAWS
SECTION 1. BYLAWS AMENDMENT PROCESS
The Chapter Board shall conduct at least an annual comparison of the Chapter practices
to the Bylaws. The Chapter Board must ensure the compliance of the Bylaws with
applicable laws and regulations.
SECTION 2. APPROVAL OF BYLAWS CHANGES
1. The Chapter Board shall approve all suggested Bylaws changes prior to forwarding
them to the Membership Division of the Association, with changes indicated.
2. Approval of Bylaws changes by the Membership Division of the Association is
required prior to presentation of such Bylaws changes to the Chapter membership for
approval.
3. Changes to the Chapter Bylaws shall be communicated to the entire Chapter
membership at least ten (10) days prior to vote and approval by two-thirds (2/3)
majority of votes returned with at least 5% of the Chapter members voting for the
vote to be official. Changes to Chapter Bylaws can be presented to the Chapter
membership for a vote no more than twice per Chapter year.
4. Bylaws changes that have been approved by the Chapter membership will be sent to
the Membership Division of the Association and posted on the Chapter website.