Bylaws

of

Philadelphia InfraGard Members Alliance

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 Philadelphia, Pennsylvania 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.

In February 2005, the name of the organization was changed from the “Philadelphia InfraGard” chapter to the “InfraGard Philadelphia Members Alliance” to conform to requests from the FBI, as well as recent legal and structural changes in the national organization.

ARTICLE I IDENTIFICATION

The InfraGard Members Alliance in Philadelphia, Pennsylvania shall be named the InfraGard Members Alliance, hereafter referred to as the Philadelphia IMA, shall be a Pennsylvania non-profit corporation working in partnership with the Federal Bureau of Investigation (“FBI”). It shall be the InfraGard Members Alliance associated with the FBI field office with headquarters in Philadelphia, Pennsylvania.

ARTICLE II PURPOSE

The Philadelphia IMA is a voluntary group of commercial, governmental, educational, and business representatives in the Eastern Pennsylvania, Southern New Jersey, and Northern Delaware areas. 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. Following the events of September 11, 2001, InfraGard’s efforts and mission were expanded to include both physical and cyber threats to the nation’s critical infrastructures

It is the intention of the Philadelphia IMA to obtain tax exemption status for its activities under the Nonprofit Corporation Laws of the Commonwealth of Pennsylvania 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 seminars and presentations. No part of the net earnings of the Philadelphia IMA shall inure to the benefit of, or be distributed to members, trustees, officers, or other private persons, except that the Philadelphia IMA 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 the Philadelphia IMA’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 by 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).

Upon dissolution of the Philadelphia IMA, any and all assets will be distributed for one or more exempt purposes within the guidelines of Section 501(c)(3) or corresponding future Federal tax code for a public purpose.

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 Philadelphia IMA may do so by completing the InfraGard Membership Application form, which includes agreement to abide by the InfraGard Code of Ethics. Membership will be in the form of a Secure Member, or a Pending Member.

A. Secure Member – a Secure Member has submitted an InfraGard Membership Application that has been processed and accepted by the FBI, and has voting privileges. Said person is entitled to attend all membership meetings of Philadelphia IMA, including any Secure Membership Meeting.

B. Pending Member – a Pending Member does not have any voting privileges.

Said person has expressed interest in joining the Philadelphia IMA by submitting an InfraGard Membership Application form. A Pending Member may attend any Open Membership Meeting of Philadelphia IMA, but may not attend a Secure Membership Meeting.

Section 2 – Dues, Fees and Contributions

Dues may be assessed for membership in Philadelphia IMA at the discretion of the Executive Committee. Philadelphia IMA dues will be paid annually by each individual member and said dues for each year will be collected when announced.

Fees may be assessed at the discretion of the Executive Committee. Such fees may be required of the individual member. Special fees may be assessed for particular events at the discretion of the Executive Committee.

Vendor fees may be required of vendors at the discretion of the Executive Committee to participate in Philadelphia IMA or to make a presentation to the Membership. The Executive Committee will set the amount of any special vendor fee.

Corporate contributions will be encouraged to offset any dues collected of the Philadelphia IMA membership.

Section 3 – Termination

Upon termination of a member’s participation for any reason, the Executive Committee will ensure that the change in membership is appropriately processed. The process will include, but not be limited to, the actions below:

• Notifying the InfraGard National Members Alliance (INMA) 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 EXECUTIVE COMMITTEE

Section 1 – Duties

The Executive Committee of the Philadelphia IMA (Officers) shall be voting members in good standing and shall consist of a President, Vice-President, Past President, Secretary, Treasurer, three Governors and an FBI representative appointed by the Special Agent in Charge of the Philadelphia Field Office. The Executive Committee shall perform the duties prescribed by these bylaws.

Every member of the Executive Committee is a voting member with one vote only, except as specified elsewhere in these Bylaws limiting their vote. The Executive Committee shall have general supervision over the affairs of the Philadelphia IMA, 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 and at all meetings of the Executive Committee of the Philadelphia IMA.

• Be chairperson of the Executive Committee.

• Prepare the agenda for all meetings of the general membership and Executive Committee.

• Represent the Philadelphia IMA at regional and national meetings.

• Perform other duties as pertain to the office of the President, or which may be delegated by the Executive Committee.

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 Executive Committee.

• Serve as meeting coordinator.

C. The Secretary shall:

• Record minutes of all meetings of the Philadelphia IMA and the Executive Committee and report them to the Chapter and Executive Committee as necessary.

• Be responsible for the legal affairs of the Philadelphia IMA, 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 Executive Committee.

D. The Treasurer shall:

• Act as custodian of all monies held by the Philadelphia IMA.

• Shall give financial stability reports at each Chapter and Executive Committee meeting and shall prepare a yearly total roll-up financial status report.

• Receive all monies and disburse funds only upon the sanction of the Executive Committee, 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.

E. The Governors and Past President shall:

• Vote in all Executive Committee meetings as required

• Provide support to the officers as requested

• Lead community service initiatives as requested

• Supervise meeting logistics as requested

Section 2 – Terms and Elections

Executive Committee members shall be elected by popular vote, as follows. The Executive Committee will distribute to all Philadelphia IMA members an invitation to nominate members for each position. Nominations will be received for a reasonable period of time, as determined by the Executive Committee. At the end of such time, the Executive Committee will distribute to all members a ballot that clearly states the name and qualifications of each nominee for each position.

• Executive Committee terms will be for two (2) years.

• At the conclusion of the term of the President, the current Vice-President will assume the office of President, provided that the membership does not require the position of President be placed on the current election’s ballot. The membership indicates this preference by a floor motion preceding the election, and passing by a 2/3 vote of the membership present.

• The term of office for the President shall be one (1) two-year term, followed by one (1) two-year term as Past President.

• The normal term of office for the Vice-President shall be one (1) two-year term, followed by one (1) two-year term as President.

• Elections for Vice-President, Secretary, and Treasurer will be held during even numbered years at a Secure Membership meeting during the third quarter of the year. Elections for Governors will be held during odd numbered years at a Secure Membership meeting during the third quarter of the year. Term of office for all governors currently in office as of November 2012 will expire during the third quarter of 2013, when the two-year term on odd numbered years will commence.

• Absentee ballots will be available prior to elections upon request with a required return date prior to the general meeting where voting will occur. Absentee ballots may be requested via email from the Executive Committee.

• Any Philadelphia IMA Secure or 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 conclusion of the meeting where voting occurs. In the case of a tie, the elected member will assume office once the Executive Committee tallies the votes and announces the result to the membership.

• The FBI representative will have no term limits; however, no member of the Executive Committee, other than the designated FBI representative, shall be from the FBI.

• No more than one (1) member of the Executive Committee can be from the same company or organization, unless agreed upon by the remaining members of the Executive Committee 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 Executive Committee be from the same company or organization.

• All members of the Executive Committee realize that serving an organization as large and complex as the Philadelphia IMA requires a significant commitment of time and energy. Members unable to commit sufficient time and energy to serve can be removed from office. It will be at the discretion of the Executive Committee by a majority vote to determine whether or not any member of the Executive Committee should be removed from office for not committing a significant commitment of time and energy.

Section 3 – Vacancies

Whenever a vacancy in an Executive Committee position occurs either a replacement shall be appointed by the remaining Executive Committee members and the replacement shall serve for the remainder of the term or a current member of the remaining Executive Committee shall be appointed by the remaining Executive Committee members to serve out the term.

Section 4 – Membership Review

If a member of the Philadelphia IMA has reason to believe that any other individual member is acting against the interests of InfraGard, that member shall notify the Executive Committee in writing of the code of ethics infringement. The Executive Committee 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 shall require two-thirds (2/3) vote of the Executive Committee. Any member may be removed by the FBI, if the FBI deems it necessary.

Section 5 – Delegation of Authority

In case of the absence of any officer of the Philadelphia IMA, or for any other reason that the Executive Committee may deem sufficient, the Executive Committee may delegate the duties of an absent officer, other than voting, to any other officer or to a Secure member on a temporary basis provided a majority of the Executive Committee concurs therein.

Section 6 – Execution of Documents

Unless otherwise provided by the Executive Committee, all contracts, leases, commercial paper, and legal documents shall be signed by the President. All checks, drafts, notes and orders for the payment of money shall be signed by the Treasurer. All corporate notes, minutes of meetings and certifications shall be signed by the Secretary.

Section 7 – Loans and Contracts with Officers

The Philadelphia IMA shall provide no loan of money or property or any advance on account of services to be performed in the future to any Officer of the Philadelphia IMA, but Philadelphia IMA may enter into lease agreements or contracts with Officers if the Executive Committee so decides.

Section 8 – Disbursements

The Treasurer and the Vice President shall have check writing signature authority for expenditures of Philadelphia IMA. All checks written for Philadelphia IMA exceeding $500 must be authorized by the Executive Committee and an appropriate record of the approval maintained. Checks for $500 or less not pre-authorized by Executive Committee must be approved by the President. The Treasurer will be responsible for day-to-day management of the finances of the organization, unless otherwise approved by the Executive Committee.

Section 9 – Removal from Office

Any member of the Executive Committee may be removed by a two-thirds (2/3) vote of the membership of the Philadelphia IMA or a two-thirds (2/3) vote of the remaining Executive Committee, whenever, in its judgment, the interests of InfraGard will be served. Any Executive Committee member may be removed by the FBI, if the FBI deems it necessary.

ARTICLE V

MEETINGS

Section 1 – General Membership Meetings

The Philadelphia IMA will hold a meeting open to all Members at least quarterly.

The President or a suitable designee will preside over general membership meetings. The Executive Committee 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 Philadelphia IMA will hold meetings open to all Secure Members on an as needed basis. A suitable designee will preside over such meetings. The Executive Committee 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 Philadelphia IMA will hold a meeting open to all Secure Members, Pending Members, and Guests at least once a year. The President or a suitable designee will preside said meeting with the general premise of the meeting being to encourage individuals to join Philadelphia IMA. 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 – Executive Committee Meetings

The Executive Committee of the Philadelphia IMA will meet monthly to ensure the smooth functioning of the organization. The President or a suitable designee will preside over general membership meetings. Meetings need not be face to face and may be held via conference call or electronic mail.

Section 5 – Quorum

In matters requiring a vote of the Executive Committee, simple majority of the total number of members will constitute a quorum.

Section 6 – Special Meeting

A special meeting may be called by the Executive Committee or shall be called upon receipt in writing of a request for such a meeting from ten percent (10%) of the members of the Philadelphia IMA. 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 Philadelphia IMA, these bylaws must be rescinded by two-thirds (2/3) vote of the membership after ten (10) days notice has been mailed to each member. Upon dissolution of the Philadelphia IMA, any and all assets will be distributed to welfare, education and/or civic projects designated by the Philadelphia IMA 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 the latest edition of Robert’s Rules of Order, Newly Revised, shall be the authority for all matters of procedure for the Philadelphia IMA not specifically covered by its bylaws.

ARTICLE VIII

AMENDMENT OF CHAPTER BYLAWS

These bylaws may be amended at any regular meeting by a two-thirds (2/3) vote of the Philadelphia IMA voting membership present, provided that the amendment has been submitted in writing at the previous regular meeting, or has been distributed to the entire Philadelphia IMA voting membership at least ten (10) days prior to the meeting at which it will be considered.

Brief Revision History:

Not Part of Bylaws

By laws amended on August 26, 2003, by members at annual August members only meeting. Updated to convert to two-year terms for officers, and other changes.

By laws amended on February 12, 2005, by members during the introductory meeting at an all-day conference. Updated to reflect name change.

Bylaws amended by members at the August, 2008, Secure Members meeting. Updated to reflect Membership Coordinator, and other changes.

Bylaws amended on August 31, 2012, by members at the August General Meeting with voting restricted to members. Updated to delete the Board of Directors and Membership Coordinator, to increase Governors from two to three, clarification of election dates, and other changes related to these updates.