New Jersey InfraGard Chapter Bylaws


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:

  1. Notifying the national InfraGard chapter of the termination,
  2. Canceling all rights and responsibilities afforded the terminated member,
  3. Deactivating passwords and encryption keys used by the terminated member to access protected InfraGard web sites,
  4. 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:

  1. 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.
  2. Be chairperson of the Board of Directors.
  3. Prepare the agenda for meetings of the Board of Directors.
  4. Represent the New Jersey InfraGard Chapter, at regional and national meetings.
  5. 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:

  1. Perform the duties of the President in the event of his/her absence or disability.
  2. 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:

  1. 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.
  2. Be responsible for the legal affairs of the New Jersey InfraGard Chapter, Chapter reports, and communications and correspondence pertaining to the Chapter.
  3. Assist the Chapter Treasurer in the filing of any and all tax forms required.
  4. 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:

  1. Act as custodian of all monies held by the New Jersey InfraGard Chapter.
  2. Maintain an inventory of all assets of the Chapter.
  3. Shall give financial stability reports at each Chapter and Board of Directors meeting and shall prepare a yearly total roll-up financial status report.
  4. Receive all monies and disburse funds only upon the sanction of the Board of Directors, or the Chapter membership.
  5. Submit books and records for audit when required.
  6. File any and all tax forms required. This should be done with the assistance of the Chapter Secretary.
  7. 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.
  8. 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.

  1. Board of Directors terms will be for two (2) years commencing in January.
  2. Elections will be held at the November meeting.
  3. Absentee ballots will be available prior to elections with a required return date prior to the general meeting where voting will occur.
  4. Any New Jersey InfraGard Chapter Active Member in good standing may vote.
  5. The nominees receiving the highest number of votes for the position will win the election for the position.
  6. Tie votes will be handled by an email run off election.
  7. The members elected assume office at the January meeting.
  8. 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.
  9. 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.