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BYLAWS
OF
New
Jersey InfraGard Chapter, Inc.
TABLE
OF CONTENTS
PREAMBLE
Executive Order 13010 titled "Critical Infrastructure
Protection" was issued on 15 July 1996 establishing the President's Commission
on Critical Infrastructure Protection (“PCCIP”) and the Infrastructure Protection
Task Force (“IPTF”). The objective of the PCCIP was to create a strategy
for the protection of the national infrastructure. The IPTF was charged
with coordinating existing infrastructure protection efforts while the PCCIP
prepared a strategy.
Both the PCCIP and IPTF recognized the need for
establishing a "partnership between Government and infrastructure owners[,]
operators [and users] beginning with the increased sharing of information
relating to infrastructure threats, vulnerabilities, and interdependencies".
See Critical Foundations: Protection America's Infrastructures,
The Report of the PCCIP, October 1997, p. 27.
In November 1999, the Newark, New Jersey Federal
Bureau of Investigation (“FBI”) Field Office initiated the creation of a
local InfraGard chapter under the national InfraGard chapter in conjunction
with local government officials and security professionals employed by infrastructure
owners, operators, and users within the public and private sectors in order
to meet and discuss critical infrastructure protection.
ARTICLE I
IDENTIFICATION
The New Jersey InfraGard Chapter, Inc.
(hereinafter, New Jersey InfraGard Chapter) shall be a New Jersey
non-profit corporation working in partnership with the Federal Bureau of Investigation
(“FBI”). It shall be the InfraGard Chapter associated with the FBI field
office with headquarters in Newark, New Jersey
ARTICLE II
PURPOSE
The New Jersey InfraGard Chapter is a
voluntary group of commercial, governmental, educational, and business representatives
in the New Jersey area. The group has been formed exclusively for educational
purposes with the goal of providing education on computer crime prevention
and awareness on critical infrastructure protection. The group is to provide
a forum for the exchange of information between the government, the owners
and operators of the national infrastructure, and others concerned with the
protection of the national infrastructure.
It is the intention of New Jersey InfraGard
Chapter to obtain tax exemption status for its activities under the Nonprofit
Corporation Laws of the State of New Jersey as a Nonprofit Corporation.
Similar requests for Not for Profit status or Tax Exempt status will be made
to the Internal Revenue Service. Any income from activities will be used
solely for the administrative support of this organization. The sources
of income will consist of corporate contributions, membership dues or fees,
and vendor participation fees for computer seminars and presentations. No
part of the net earnings of the New Jersey InfraGard Chapter shall
inure to the benefit of, or be distributed to members, directors, trustees,
officers, or other private persons, except that the New Jersey InfraGard
Chapter shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in furtherance
of its educational goals.
No substantial part of New Jersey InfraGard
Chapter's activities shall be the carrying on of propaganda, influencing
legislation, or participating in any political campaign for any candidate
for public office. Further, notwithstanding any other provisions of these
articles, the organization shall not carry on any activity not permitted
to a corporation or organization exempt from Federal income tax under Section
501(c)(3) of the Internal Revenue Code (or corresponding section of any future
Federal tax code), or by a corporation or organization, contributions to
which are deductible under Section 170(c)(2) of the Internal Revenue Code
(or corresponding section of any future Federal tax code).
ARTICLE III
MEMBERSHIP
Section
1 - General Membership
Membership shall be open to those interested
in supporting the purpose and objectives of InfraGard. Anyone wishing to
join the New Jersey InfraGard Chapter may do so by completing the
InfraGard Membership Application form, which includes agreement to abide
by the code of ethics as well as a non-disclosure statement. Membership will
be in the form of a Secure Member, an Active Member or a Potential Member.
A. Secure Member – a Secure Member has voting
privileges and has signed both the InfraGard Non-Disclosure Agreement and
the Secure Access Agreement. Such members must be authorized representatives
of their companies. Said person is entitled to attend all membership meetings
of the New Jersey InfraGard Chapter, including any Secure Membership
Meeting.
B. Active Member – an Active Member has voting
privileges and has signed the InfraGard Non-Disclosure Agreement. Said person
is entitled to attend any General Membership Meeting of the New Jersey
InfraGard Chapter.
C. Potential Member – a Potential Member does
not have any voting privileges. Said person has expressed interest in joining
the New Jersey InfraGard Chapter, but not signed any agreement. A
Potential Member may attend any Open Membership Meeting of the New Jersey
InfraGard Chapter, but may not attend any General or Secure Membership
Meeting.
Section 2 - Dues, Fees and Contributions
Dues may be assessed for membership in the New
Jersey InfraGard Chapter at the discretion of the Board of Directors.
Each individual member will pay the New Jersey InfraGard Chapter
dues at least annually and said dues for each year will be collected when
announced.
Fees may be assessed at the discretion of the
Board of Directors. Such fees may either be required of the individual member
or the member’s organization as appropriate. Special fees may be assessed
for particular events at the discretion of the Board of Directors.
Vendor fees may be required of vendors at the
discretion of the Board of Directors to participate in the New Jersey
InfraGard Chapter or to make a presentation to the Membership. The Board
of Directors will set the amount of any special vendor fee.
Section 3
- Termination
Upon termination of a member’s participation
for any reason, the Board of Directors will ensure that the change in membership
is appropriately processed. The process will include, but not be limited
to, the actions below:
- Notifying the national InfraGard
chapter of the termination,
- Canceling all rights and responsibilities
afforded the terminated member,
- Deactivating passwords and
encryption keys used by the terminated member to access protected InfraGard
web sites,
- Recovering all InfraGard books,
video, software and other materials temporarily provided to the terminated
member by InfraGard.
ARTICLE
IV
BOARD OF DIRECTORS
Section 1 - Duties
The Board of Directors of the New Jersey InfraGard
Chapter shall be voting members in good standing and shall consist of
a President, Vice-President, Secretary, Treasurer, Membership Chairperson,
a Program Chairperson, and up to four Active or Secure Members elected in
the November meeting. The Board of Directors shall also include an FBI representative
appointed by the Special Agent in Charge of the Newark Field Office who shall
serve as a non-voting member. The Board of Directors shall perform the duties
prescribed by these bylaws.
The Board of Directors shall have general supervision
over the affairs of the New Jersey InfraGard Chapter, select
the hour and place of meetings, and perform such other duties as specified
in these bylaws.
A. The President shall:
- Preside at each meeting
of the general membership, unless delegated, and at all meetings of the Board
of Directors of the New Jersey InfraGard Chapter.
- Be chairperson of the Board
of Directors.
- Prepare the agenda for meetings
of the Board of Directors.
- Represent the New Jersey
InfraGard Chapter, at regional and national meetings.
- Perform other duties as
pertain to the office of the President, or which may be delegated by the
Board of Directors.
B. The Vice President shall:
- Perform the duties of the
President in the event of his/her absence or disability.
- Perform other duties as
pertain to the office of the Vice President, or which may be delegated by
the Board of Directors.
C. The Secretary shall:
- Record minutes of all meetings
of the New Jersey InfraGard Chapter and of the Board of Directors
and report them to the Chapter and Board of Directors as necessary.
- Be responsible for the legal
affairs of the New Jersey InfraGard Chapter, Chapter reports, and
communications and correspondence pertaining to the Chapter.
- Assist the Chapter Treasurer
in the filing of any and all tax forms required.
- Perform other duties as
pertain to the office of the Secretary or which may be delegated by the
Board of Directors.
D. The Treasurer shall:
- Act as custodian of all
monies held by the New Jersey InfraGard Chapter.
- Maintain an inventory of
all assets of the Chapter.
- Shall give financial stability
reports at each Chapter and Board of Directors meeting and shall prepare
a yearly total roll-up financial status report.
- Receive all monies and disburse
funds only upon the sanction of the Board of Directors, or the Chapter
membership.
- Submit books and records
for audit when required.
- File any and all tax forms
required. This should be done with the assistance of the Chapter Secretary.
- The Membership Chairperson
shall be responsible for maintaining a membership roster, and assuring that
it is reviewed once a year by the Board of Directors to determine if members
are still active.
- The Program Chairperson
shall arrange for membership meetings, arrange for speakers and prepare membership
agendas.
Section
2 - Terms and Elections
Board of Directors members shall be elected by
popular vote, as follows. The Board of Directors will distribute to all
New Jersey InfraGard Chapter members an invitation to nominate
individuals for each position. Nominations will be received for a reasonable
period of time, as determined by the Board of Directors. At the end of such
time, the Board of Directors will distribute to all members a ballot that
clearly states the name and qualifications of each nominee for each position.
- Board of Directors terms will
be for two (2) years commencing in January.
- Elections will be held at
the November meeting.
- Absentee ballots will be available
prior to elections with a required return date prior to the general meeting
where voting will occur.
- Any New Jersey InfraGard
Chapter Active Member in good standing may vote.
- The nominees receiving the
highest number of votes for the position will win the election for the position.
- Tie votes will be handled
by an email run off election.
- The members elected assume
office at the January meeting.
- The FBI representative will
have no term limits; however, no member of the Board of Directors, other
than the designated FBI representative, shall be from the FBI.
- No more than one (1) member
of the Board of Directors can be from the same company or organization, unless
agreed upon by the remaining members of the Board of Directors and only
one (1) member shall have a vote if a conflict of interest exists. Notwithstanding
the foregoing, at no time shall the entire membership of the Board of Directors
be from the same company or organization.
Section 3 -
Vacancies
Whenever a vacancy in a Board of Directors position
occurs either a replacement shall be appointed by the remaining Board of
Directors members, and the replacement shall serve for the remainder of the
term, or a current member of the Board of Directors shall be appointed by
the remaining Board of Directors members to serve out the term.
Section
4 - Membership Review
If a member of the New Jersey InfraGard Chapter
has reason to believe that any other individual member or member’s organization
is acting against the interests of InfraGard, that member shall notify the
Board of Directors of the code of ethics infringement. The Board of Directors
shall conduct an ethics investigation, with consideration of the privacy
of the member and the reporting member, to determine if further action is
required, and make recommendations for any corrective actions. The suspension
of a member or his organization shall require two-thirds (2/3) vote of the
Board of Directors. The FBI may remove any member or his organization, if
the FBI deems it necessary.
The Board of Directors members may be removed
by a two-thirds (2/3) vote of the membership of the New Jersey InfraGard
Chapter whenever, in its judgment, the interests of InfraGard will be
served. The FBI may remove any member of the Board of Directors, if the
FBI deems it necessary.
Section
5 - Delegation of Authority
In case of the absence of any officer of the
New Jersey InfraGard Chapter, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may delegate
the duties of an absent officer, other than voting, to any other officer
or to an Active member on a temporary basis provided a majority of the Board
of Directors concurs therein.
Section
6 - Execution of Documents
Unless otherwise provided by the Board of Directors,
the President shall sign all contracts, leases, commercial paper, and legal
documents. For all budgeted checks, the Treasurer shall sign drafts, notes
and orders for the payment of money. The Vice-President and the Treasurer
shall sign all non-budgeted checks, drafts, notes and orders for payment
of money. All corporate notes, minutes of meetings and certifications shall
be signed by the Secretary.
Section 7 - Loans and
Contracts with Officers and Directors
The New Jersey InfraGard Chapter shall
provide no loan of money or property or any advance on account of services
to be performed in the future to any Officer or Director of the New Jersey
InfraGard Chapter, but the New Jersey InfraGard Chapter may enter
into lease agreements or contracts with Officers or Directors if the Board
of Directors so decides.
ARTICLE V
MEETINGS
Section 1 - General Membership
Meetings
The New Jersey InfraGard Chapter will
hold a meeting open to all voting members at least four times a year. The
President or a suitable designee will preside over general membership meetings.
The Program Chairperson will be responsible for ensuring that members are
notified in a timely manner of the date, time, location, and agenda of each
meeting.
Section 2 - Secure Membership
Meetings
The New Jersey InfraGard Chapter will
hold meetings open to all Secure Members on an as needed basis. A suitable
designee will preside over such meetings. The Board of Directors will designate
a suitable member or committee who will be responsible for ensuring that
Secure Members are notified in a timely manner of the date, time, location,
and agenda of said meeting.
Section
3 - Open Membership Meetings
The New Jersey InfraGard Chapter will
hold a meeting open to all voting members and Potential Members at least
once a year. The President or a suitable designee will preside over said
meeting with the general premise of the meeting being to encourage individuals
and organizations to join the New Jersey InfraGard Chapter. The Executive
Committee will designate a suitable member or committee who will be responsible
for ensuring that members and public are notified in a timely manner of the
date, time, location, and agenda of said meeting.
Section 4 - Board of
Directors Meetings
The Board of Directors of the New Jersey InfraGard
Chapter will meet at least quarterly to ensure the smooth functioning
of the organization The President or a suitable designee will preside. The
President will be responsible for ensuring that directors are notified in
a timely manner of the date, time, location, and agenda of each meeting.
Section 5 - Quorum
In matters requiring a vote of the Board of Directors,
a simple majority of the total number of members will constitute a quorum.
Section
6 - Special Meeting
A special meeting may be called by the Board
of Directors or shall be called upon receipt in writing of a request for
such a meeting from ten percent (10%) of the members of the New Jersey
InfraGard Chapter. The purpose of the meeting must be stated and the
level of member that may attend. Except in cases of emergency, at least
30 days notice shall be given.
ARTICLE VI
DISSOLUTION
To effect dissolution of the New Jersey InfraGard
Chapter, these bylaws must be rescinded by a two-thirds (2/3) vote of
the membership casting a ballot after ten (10) days notice has been mailed
to each member. Upon dissolution of the New Jersey InfraGard Chapter,
any and all assets will be distributed to a welfare, education or civic project
designated by the New Jersey InfraGard Chapter membership, pursuant
to the guidelines of Section 501(c)(3) or corresponding future Federal tax
code for a public purpose.
ARTICLE
VII
PARLIAMENTARY AUTHORITY
The rules contained in Robert’s Rules of Order,
Newly Revised shall be the authority for all matters of procedure for the
New Jersey InfraGard Chapter not specifically covered by its
bylaws.
ARTICLE VIII
AMENDMENT OF CHAPTER BYLAWS
These bylaws may be amended at any regular meeting
of the Board of Directors by a two-thirds (2/3) vote of the Board of Directors.
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