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)  Downloaded From P-80 International Information Systems 304-744-2253