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