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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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