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Chapter Bylaws

ARTICLE I: NAME

The name of this organization shall be the Tampa Bay Chapter, Information Systems Security Association, Inc., (ISSA) hereafter referred to as the “Chapter”.

ARTICLE II: PURPOSE AND OBJECTIVES

The primary purpose of the Chapter is to promote the education of its members for the improvement and development of their capabilities relating to the security of information system processing, pursuant to Section 501 (c)(6) of the 1954 Internal Revenue Code. More specifically the objectives of the Chapter are (a) to promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of information systems security, and information or data processing; (b) to encourage a free exchange of information security techniques, approaches, and problem solving by its members; (c) to provide adequate communication to keep members abreast of current events in information processing and security which can be beneficial to them and their employers; and (d) to communicate to management and to systems and information processing professionals the importance of establishing controls necessary to ensure the secure organization and utilization of information processing resources.

ARTICLE III: MEMBERSHIP

  • SECTION 1. Membership in the Chapter is based upon one having primary interest and active involvement in information systems security in the private or public sector. In addition, membership is contingent upon interest in the purposes and objectives of the Chapter as stated in Article II, and observance of the ISSA Code of Ethics as a prerequisite for and as a condition of continued affiliation with the Chapter. Membership is subject to provisions of the ISSA Articles of Incorporation, and the bylaws of ISSA and the Chapter, and to rules established by the ISSA and Chapter Board of Directors, hereafter referred to as the “Board”. There are three categories of membership: General Members; (i) Professionals who have as their primary responsibility information systems security in the private or public sector, or professionals supplying information systems security consulting services to the private or public sector; or (ii) Educators, attorneys, and law enforcement officers having a vested interest in information/data security; or (iii) Professionals with primary responsibility for marketing or supplying security equipment or products. Chapter Members: General members who have established affiliation with the Chapter. Student Members: Full-time students interested in a career in or dealing with information systems security.
  • SECTION 2. The Chapter Directors, at their discretion, may provide for other classes of membership.
  • SECTION 3. Members who maintain their membership by payment of dues, as required under Article VII of the Bylaws, and who otherwise qualify shall be considered in good standing and entitled to full privilege of membership.
  • SECTION 4. Membership may be terminated if payment of the annual Chapter dues has not been received by the Treasurer of the Chapter as provided for in SECTION 5.
  • SECTION 5. Any member may resign at any time, but such resignation shall not give any right to rebate of dues or any right to a pro rata or other share of the assets of the Chapter.
  • SECTION 6. The Board, at any meeting at which a quorum is present may, by a two-thirds vote of those present terminate the membership of any member who in its judgment has violated the Bylaws, Code of Ethics, or who has been guilty of conduct detrimental to the interests of the Chapter, provided that such person shall have been granted an opportunity for a hearing before the Board. The Board shall provide at least thirty days’ (30) notice of the hearing to be given in writing, delivered by registered mail, to the member against whom charges may be directed. Such action by the Board shall be final and shall cancel all rights, interests or privileges of such member in the service or resources of the Chapter.

ARTICLE IV: OFFICERS

  • SECTION 1. The officers of the Chapter must be Chapter members in good standing as of the date of their election. These officers shall be President, Vice President, Secretary, Treasurer, Marketing Director, Communications Director, Membership and Certification Director, Education and Seminars Director and Webmaster. These officers shall constitute the elected members of the Board. The President shall act as Chairperson thereof. Non-elected members of the Board include the Immediate Past President, and any Advisors to the Board. Non-elected Board members have no voting privilege on the Board.
  • SECTION 2. The President shall be the executive officer of the Chapter and, subject to the control of the Board, shall be responsible for the general supervision, direction and control of the affairs of the Chapter. The President shall preside at all meetings of the members and meetings of the Board. The President appoints all committee advisors, subject to the approval of the elected officers. The President shall cause the Chapter Bylaws to be reviewed each year by the Chapter Board of Directors. This review shall be for the purpose of familiarizing each Board Member with the duties and responsibilities of their office and to identify any changes that may be required to keep the Bylaws current.
  • SECTION 3. The Vice President shall, in the absence or disability of the President, perform all the duties of the President, and when so acting, shall have the powers of and be subject to the restrictions upon the President. The Vice President shall also act as parliamentarian for the board meetings.
  • SECTION 4. The Secretary shall take minutes of all board meetings, including how called or authorized, notice given thereof, place and time of holding, and the names of those present, and shall keep a copy of such minutes and distribute to the Board. The Secretary shall collect and distribute the Chapter mail. The Secretary shall keep a copy of the current Bylaws, which will be available for inspection by Chapter members at all reasonable times. The Secretary shall keep an inventory record of all Chapter-owned equipment. The Secretary shall maintain and distribute an electronic distribution list of the Board, including lists of Board Member’s work and home information. The Secretary will also maintain a Chapter calendar.
  • SECTION 5. The Marketing Director will be responsible for the publication of the Quarterly Chapter Newsletter, either directly or by supervising an appointed editor. The Marketing Director will establish and solicit members for a newsletter staff if necessary, and will coordinate the job functions of the newsletter staff. The Marketing Director will ensure that the content of all Chapter publications is in good taste and sensitive to the differences in cultures including race, color, sex, religion, age, national origin, veteran status, sexual orientation, or handicap. The Marketing Director shall be the focal point between the Chapter and the various security vendors in the Tampa Bay area. The Marketing Director will coordinate all Chapter related advertising and will coordinate Chapter sponsors benefits.
  • SECTION 6. The Treasurer shall be the custodian of the Chapter funds and shall keep an itemized account of all receipts and expenditures. At no time shall Chapter funds be merged with personal funds. The Treasurer or a representative shall have a financial report available at all meetings. The records of the Treasurer shall be available for inspection by the Board at all reasonable times, and shall be audited at least once a year. Expenditures shall only be made pursuant to resolutions of the Board and shall be supported by invoices, vouchers and/or receipts along with an original check request form. The Treasurer, or in the absence of the Treasurer, the President, must sign all checks. The Treasurer with the concurrence of another elected officer may authorize and pay miscellaneous expenditures up to twenty dollars per week when the consultation of the Board is not practical. Copies of all checks shall be made and kept with the supporting documents before a check is mailed to the payee. The Treasurer shall supervise the collection of funds by any committee to ensure that sound accounting practices are followed. The Treasurer is responsible for balancing the monthly bank statement and providing copies of the cleared checks on that statement and supporting documents for those checks to the Board. The Treasurer shall notify the Board of all checks returned for non-sufficient funds and any fees associated with their collection. The Treasurer, with the help of the members of the Board shall prepare an annual pro-forma income statement. The Treasurer will prepare a final Profit & Loss statement, and balance sheet upon the completion of the current fiscal year.
  • SECTION 7. The Communications Director shall maintain sufficient membership address lists as to ensure that all members in good standing are notified of meetings, and that all other correspondence necessary to the conduct of the Chapter is received by the members, including but not limited to: dissemination of the Chapter newsletter, election ballots, and election results. At the direction of the President, the Communications Director shall also transmit and respond to all correspondence of the Chapter, and perform any other duties customarily associated with the office of Communications Director.
  • SECTION 8. The Membership & Certification Director shall maintain and retain current members, assist potential new members, promote the Chapter through advertisements, and assist Chapter members in the area of professional certification. The main emphasis will be placed on the CISSP (Certified Information System Security Professional) certification. Other certifications that may apply include the CISA (Certified Information Systems Auditor), CPP (Certified Protection Professional), and CFE (Certified Fraud Examiner). It is the duty of this Director to bring together the necessary information on the certification processes into one common place. The Director will provide that information to the Chapter membership in a timely fashion. If a member has a question about any aspect of certification, this Director is the Chapter focal point.  The Membership & Certification Directory will record attendance at all Chapter meetings and will submit CPE hours for CISSP requirements to ISC2.
  • SECTION 9. The Education and Seminars Director shall coordinate activities pertaining to the Chapter meetings and any extended security seminars being hosted by the Chapter. The Director should be familiar with the results of the membership survey and attempt to obtain speakers that fulfill the needs of the Chapter members. The Director will establish and solicit members for an extended seminar committee if necessary, and the Director will chair this committee. The Director also has the responsibility to insure that the Chapter meetings run smoothly from a logistics view point.
  • SECTION 10. The Webmaster is responsible for the ongoing design, support and maintenance of the Chapter’s website, including gathering and publishing up-to-date facts, schedules, and announcements of all Chapter activities. This requires frequent coordination with the Marketing Director and other Board members.
  • SECTION 11. The role of the Immediate Past President is that of an advisor to the Board. If the Immediate Past President is unable to serve, the previous Immediate Past President will be asked to assume the position. All other Past Presidents are invited to serve as Board advisors as well.
  • SECTION 12. Advisors are to be at the disposal of the Chapter President and should expect to perform miscellaneous tasks, covering duties that are not otherwise assigned and assisting as needed.
  • SECTION 13. The business of the Chapter shall be managed by the Board. A Board quorum for business shall consist of at least half of the Board being present. The Board may, from time to time, establish special committees for various purposes as required.
  • SECTION 14. In case of a Board vacancy other than the Office of President such vacancy shall be filled by appointment by the President, upon the advice of the remaining Board members, and subject to the consent of a majority of the membership attending the next general meeting.
  • SECTION 15. On a motion and second from the membership at a general meeting, an officer shall be held before the Chapter for malfeasance of duty. A two-thirds majority of all members shall be required for removal from office.

ARTICLE V: ELECTIONS

  • SECTION 1. The Board shall be elected by popular vote. Each Chapter member in good standing may cast one ballot.
  • SECTION 2. The Nominating Committee shall consist of the Immediate Past President, or in the absence thereof by a Board member appointed by a majority vote of the Board, who will serve as the Nominating Committee Chairperson and one other member in good standing, selected by the Board at the September meeting of each year. Members in good standing may volunteer for this function.
  • SECTION 3. The Nominating Committee Chairperson shall prepare and distribute election ballots at the December meeting.
  • SECTION 4. Elections shall be held at the December meeting every two years. Only hard copy signed ballots will be counted. Chapter members may cast their ballots in one of two ways; (i) by U.S. Postal service in which case the envelope containing the ballot must be post marked no later than 7 calendar days prior to the December meeting, or (ii) by submitting their ballot at the December meeting. Elections are closed at the time of the adjournment of the December meeting. Ballots not received prior to the adjournment of the December meeting will not be counted.
  • SECTION 5. Election results shall be announced to the incumbent Board and the Board elect within 24 hours of the close of elections, and to Chapter members within 5 calendar days of the close of elections.
  • SECTION 6. The term of office for the Board shall consist of two years commencing immediately following announcement of election results to the Chapter.

ARTICLE VI: MEETINGS

  • SECTION 1. The regular meetings of the Chapter Board shall be held approximately two weeks before and two weeks after each Quarterly Chapter meeting.
  • SECTION 2. The Board may call special meetings at any time.
  • SECTION 3. At all meetings, a minimum of ten members in attendance shall constitute a quorum for the transaction of business.
  • SECTION 4. The order of business at regular meetings shall be determined at the Board meeting prior to each quarterly meeting.
  • SECTION 5. Guests may be invited to regular meetings. If a guest attends more than two meetings in the same year, that person should be approached for membership. This section does not preclude guests from being charged admission to the meetings.

ARTICLE VII: FINANCIAL ADMINISTRATION

  • SECTION 1. ISSA International Headquarters will collect annual dues Of the dues collected from each member, Chapter dues will be forwarded to the Chapter by ISSA International. Payment of dues and fees shall be made in U.S. dollars.
  • SECTION 2. Bank accounts in the name of the Chapter shall be established and maintained as directed by the Board.
  • SECTION 3. Signatory authority for all bank accounts shall reside in the duly elected President, Vice President, Secretary, and Treasurer.
  • SECTION 4. The fiscal year of the Chapter shall be January 1 through December 31.

ARTICLE VIII: LIMITATIONS OF LIABILITY

  • SECTION 1. The Chapter shall be fully and solely responsible for its own legal and financial affairs, and shall hold harmless the management firm for ISSA, International, by reasons of their affiliations, from any lawsuits, damages, other expenses or liabilities arising out of the activities of the Chapter.
  • SECTION 2. The Chapter shall not be responsible, nor liable, for any lawsuits, damages, other expenses or liabilities arising out of the activities of ISSA, International.

ARTICLE IX: HEADQUARTERS

  • SECTION 1. The Headquarters of the Tampa Bay Chapter shall be located in the State of Florida, at the address designated by the Board.

ARTICLE X: AMENDMENTS TO THE BYLAWS

  • SECTION 1. These Bylaws may be amended, repealed, or added to in the following manner only: a. Ten percent of the members of the Chapter may at any time propose in writing, signed by them and addressed to the Secretary, the amendment or repeal of any existing provision of, or the addition of any new provision to the Bylaws. Any member of the Board may propose in writing the amendment or repeal or any existing provision of, or the addition of any new provision to the Bylaws. b. Such proposed amendments, repeals, or additions shall be presented at the next regular meeting of the Board. No such proposed amendment, repeal, or addition shall be considered at any meeting of the Board unless notice of the proposal has been given to each member of the Board not less than 10 days prior to the meeting. c. At the meeting of the Board called in accordance with the provisions of Paragraph b. above, the proposed amendment, repeal, or addition to the Bylaws shall be considered and voted upon by the members present. If, at the meeting, a quorum being present, two-thirds of the total number of directors present vote in favor of such amendment, repeal, or addition, it shall be considered as adopted by the Board. Such amendments, repeals, or additions to these Bylaws shall be presented to the membership at the next regular meeting of the Chapter for ratification. d. Amendments to these Bylaws shall become effective after ratification by the Chapter members at a regular meeting on the date specified by the Board.

 

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