(ISC)2.
2.2. Purpose. The purpose of this corporation is to establish an approved chapter of (ISC)2 and
in such capacity promote an interest in the information security field and otherwise support the
mission of (ISC)2. In furtherance of such purpose, the corporation shall carry out activities
appropriate to its legal and tax status and in compliance with the corporation’s Chapter
Affiliation Agreement with (ISC)2.
ISC² Rhode Island Chapter Bylaws rev 2.0
2.3 Location. The principal office of the corporation is in the state of Rhode Island and shall
initially be located at the place set forth as registered with the Secretary of States office of the
State of Rhode Island. The directors may change the location of the principal office in the State
of Rhode Island effective upon filing a certificate with the Secretary of State.
2.4 Fiscal Year. The fiscal year of the corporation shall end on December 31 in each year unless
the directors change the fiscal year by filing a certificate with the Secretary of State.
SECTION 3.
Members
3.1. Qualification and Election. The membership shall consist of individuals interested in the
information security field. The initial members shall be those persons designated at the time of
formation of the corporation. Individuals with an interest in information security, potentially
pursuing an (ISC)2 certification, or holding an (ISC)2 certification who resides, works or attends
school in or around the Rhode Island area are eligible to participate in chapter meetings and such
activities approved by the chapter board. At their annual meeting, the members may change the
criteria for membership, may fix a maximum number of members, and may elect up to the
number of members so fixed. At any special or regular board meeting the members may
increase the maximum number of members and elect new members to fill vacancies or otherwise
to complete the number so fixed; or they may decrease the number of members, but only to
eliminate vacancies caused by the death, resignation, removal or disqualification of one or more
members. No criteria enacted shall disqualify a member in office when the criteria is established.
3.2. Voting Rights. Voting rights in the corporation shall be vested solely in the voting
members in good standing. A suspended member is not a member in good standing for purposes
of these Bylaws.
3.3. Classes and Good Standing. The corporation may establish more than one class of
members, provided that there is always at least one class with voting rights. To be considered a
member in good standing, the member must be current in his or her dues payments.
3.4 Tenure. Each member shall, subject to the provisions herein relating to suspension or
removal, maintain membership for a period of one year or such period of time as corresponds to
payment of membership dues, if different.
3.5. Dues. The directors shall annually establish the dues requirement necessary to maintain
membership in the corporation. Any change in the dues shall be ratified by a majority vote of
the board membership at the annual meeting of the members. Dues shall be payable in full on or
before the chapter's first meeting of the calendar year. No member whose dues have not been
paid may attend or vote at any meeting of the corporation as a member in good standing.
The non-payment of dues for sixty days from the due date shall automatically suspend a member.
Notice of such suspension shall be sent to such member by the secretary. A member so
suspended may be reinstated at the discretion of the directors upon receipt of his or her
application, payment of dues owed.
ISC² Rhode Island Chapter Bylaws rev 2.0
The board of directors have established the following dues structure:
a. Regular Members are defined as all professional individuals who are full and active
participants of the corporation. Annual member dues are set in the amount of $50.00.
b. Student Members are defined as non-professional individuals who are active students of
secondary or higher education, and who posses a valid student ID (or other approval
authorized by the board) from an established educational institution. The board will
provide further guidance on the specific conditions of what constitutes a 'valid' student
ID, Annual dues are set in the amount of $20.00.
c. Non-members may attend scheduled chapter meetings and events for a nominal
attendance fee. That fee will be determined by the board (or determined based on
expenses by the event chairing committee and approved by the board) in advance of
communications on such meetings or events. The board may also consider offering nonmember
exempt/guest attendance without fee in some cases where the definition and
scope of the 'guest' is defined in advance and approved by the board.
The above due structure will be in force and is subject to amendment annually.
3.6. Annual Meeting. There shall be held an annual meeting of members for the purpose of
electing directors and officers of the corporation and considering any other business properly
brought before the members. The annual meeting of members shall be held on the date, location
and time as determined by the directors. In the event that the annual meeting is not held on such
date, a special meeting in lieu of the annual meeting may be held with all the force and effect of
an annual meeting.
3.7. Regular Meetings. Regular meetings of the members may be held at such places within
the United States and the State of Rhode Island and at such times as the members may determine.
3.8 Special Meetings. Special meetings of the members may be called by the president or the
directors, and shall be called by the secretary, or in the case of the death, absence, incapacity or
refusal of the secretary, by any other officer, upon written application of members representing at
least ten percent of the smallest quorum of members required for a vote upon any matter at the
annual meeting of members.
3.9 Notice. Except as otherwise required by law, notice of the time and place of each meeting
of the members shall be given to each member by postpaid mail or official chapter
communications sent via electronic mail or via push notification from the chapter's
communications portal at least seven (7) days before the meeting addressed to the member at the
member’s usual business or residence address or e-mail address that they have provided to the
chapter as it appears in the records of the corporation, , or in person or telephone at least
twenty-four (24) hours before the meeting. Whenever notice of a meeting is required under any
provision of law or these Bylaws, such notice need not be given to any member who executes a
written waiver of notice before or after the meeting which is filed with the records of the
meeting, or to any member who attends the meeting without protesting prior thereto or at its
commencement lack of notice. Neither such notice nor waiver of notice need specify the
ISC² Rhode Island Chapter Bylaws rev 2.0
purposes of the meeting, unless otherwise required by law, the articles of organization or these
Bylaws.
3.10. Quorum. At any meeting of the chapter members, 51% of board members then in office
and entitled to vote on the action proposed at the meeting shall constitute a quorum, except
where a larger quorum is required by law, or by these Bylaws. Any meeting may be adjourned
to such date or dates not more than ninety days after the first session of the meeting by a majority
of the votes cast upon the question, whether or not a quorum is present, and the meeting may be
held as adjourned without further notice.
3.11. Action by Vote. Each voting member in good standing shall have one vote. When a
quorum is present at any meeting, a plurality of the votes properly cast by members present in
person or voting by proxy shall be necessary and sufficient for the election of directors and
officers and a majority of the votes properly cast by members present in person or voting by
proxy shall decide any other question, unless otherwise provided by law or these Bylaws.
3.12. Proxies. Members may vote by written proxy dated not more than six months before the
meeting named, which shall be filed with the recording secretary or other person responsible for
recording the proceedings of the meeting.
SECTION 4
Board of Directors
4.1. Powers. The affairs of the corporation shall be managed by the directors who shall have
and may exercise all the powers of the corporation, except those powers reserved to the members
by law or these Bylaws.
4.2. Number, Election and Qualification. The initial board of directors consists of roles as
defined in section 5.1 of the organization's bylaws and shall be those elected persons listed as
having the powers of directors as registered under the organization with the Secretary of States
office of the State of Rhode Island.. Thereafter, the board of directors shall consist of 5 directors
duly elected by voting members at the annual meeting; provided, that at any special or regular
meeting the members may increase the number of directors and elect new directors to complete
the number so fixed, or they may decrease the number of directors, but only to eliminate
vacancies existing by reason of the death, resignation, removal or disqualification of one or more
directors. A director must be a member in good standing.
SECTION 5.
Officers and Agents.
5.1. Number and Qualification. The officers of the corporation shall be a president, treasurer,
secretary, membership chair, and such other officers, if any, as the directors may determine. The
corporation may also have such agents, if any, as the directors may appoint. An officer must be
in good standing as a member of the corporation and as a member of (ISC)2. The secretary shall
be a resident of the state of Rhode Island unless the corporation has a resident agent duly
appointed for the purpose of service of process. If required by the directors, any officer shall
ISC² Rhode Island Chapter Bylaws rev 2.0
give the corporation a bond for the faithful performance of his duties in such amount and with
such surety or sureties as shall be satisfactory to the directors.
5.2. Election. The initial officers of the corporation shall be those persons listed as having the
powers of officers. Thereafter, the president, treasurer, secretary, and membership chair shall be
elected at the annual meeting of members. Other officers, if any, may be elected by the members
at any duly called meeting. Agents shall be selected by the directors.
Or Option 2:
One-third of the Director positions will stand for election each year. Each Director shall hold
office until his or her successor is chosen and qualified, unless his or her Board seat is
eliminated, or until he or she sooner dies, resigns, is removed, or becomes disqualified.
5.3. Tenure. The president, treasurer, secretary, and membership chair shall each hold office
until the next annual meeting and until his or her successor is duly elected and qualified, and
until he or she sooner dies, resigns, is removed, becomes disqualified, or is no longer a member
in good standing. Upon no successor being elected to replace an existing director position, that
existing director shall remain in the position until such time that a successor has been elected.
Otherwise, no director should be entitled to serve more than three terms consecutively. Each
agent shall retain his or her authority only at the pleasure of the directors.
5.4. Committees. The directors may elect or appoint one or more committees and may delegate
to any such committee any or all of their powers; provided, that any committee to which the
powers of the directors are delegated shall consist solely of directors. Unless the directors
otherwise determine, the Executive Committee, if any, shall have the power to act on all matters
requiring prompt action between meetings of the directors. Unless the directors otherwise
designate, committees shall conduct their affairs in the same manner as is provided in these
Bylaws for the directors. The members of any committee shall remain in office at the pleasure of
the directors.
5.5. President. The president shall be chief executive officer of the corporation and, subject to
the control of the directors, shall have general charge and supervision of the affairs of the
corporation. The president shall preside at all meetings of the members and shall be chairman of
the board of directors. The president shall have the obligation to report to the membership in
writing at least quarterly regarding the activities of the corporation during that quarter.
5.6. Treasurer. The treasurer shall be the chief financial officer and the chief accounting
officer of the corporation. The treasurer shall receive all money, keep amount of the same, and
on approval of the board of directors make all proper disbursements. The treasurer’s accounts
shall be audited annually by an audit committee elected annually by a majority of the members at
the annual meeting of the corporation.
5.7. Secretary. The secretary shall have possession of the records of the corporation and of the
board of directors. The recording secretary shall keep minutes of all meetings and be responsible
for giving notice of meetings as set forth under these Bylaws. The secretary shall be in charge of
all correspondence of the corporation and have such other duties as the president deems
appropriate.
ISC² Rhode Island Chapter Bylaws rev 2.0
5.8. Membership Chair. The membership chair shall assume all duties relating to membership
and membership record keeping. He or she shall also have the responsibility of notifying all
candidates for membership of election to membership.
5.9. Term of Office. Each director shall be elected to serve until the next annual meeting, and
until his or her successor is duly elected and qualified, or he or she sooner dies, resigns, is
removed, disqualified, or is no longer a member in good standing.
5.10. Nominating Chairperson. At least two months before the annual meeting, the directors
shall appoint a Nominating Chairperson from active non-board/director chapter members in good
standing, which shall nominate candidates for vacancies in the board of directors and officers
about to occur. The president of the corporation shall advise nominating chairperson, but will
not be entitled to provide selection guidance of candidates. No member shall be appointed as the
nominating chairperson if he or she has served in that capacity the preceding year, nor shall any
nominating chairperson be nominated for any position on the board of directors. The nominating
chairperson shall review all candidate applications for accuracy and sufficiency inline with
chapter and national organization requirements and notify the secretary of its nominations in
writing at least 30 days before the annual meeting of the corporation. The names of the
nominating chairperson and of the candidates shall be included in the notice calling the annual
meeting.
5.11. Additional Nominations. Any ten members of the corporation may in writing nominate
an additional candidate or candidates for the board of directors or officers. Notice of such
nomination must be received by the secretary at least seven days before the Annual Meeting, and
the names of such additional candidates shall be communicated to the members by the secretary
in writing as soon thereafter as practicable.
5.12 Annual Meeting, Regular Meetings. The directors shall meet annually immediately
following the annual meeting of the members. Regular meetings of the directors (at least five
per year) may be held at such places and at such times as the directors may determine.
5.13. Special Meetings. Special meetings of the directors may be held at any time and at any
place when called by the president or by two or more directors.
5.14. Notice of Meetings. Notice of the time and place of each meeting of the directors shall be
given to each director by mail postmarked or official chapter communications sent via electronic
mail or via push notification from the chapter's communication portal at least five (5) days before
the meeting, addressed to the director at the director’s usual business or residence address as it
appears in the records of the corporation, or e-mail address that they have provided to the
chapter. as it appears in the records of the corporation at least forty-eight 48 hours before the
meeting, or in person or telephone at least twenty-four 24 hours before the meeting. Whenever
notice of a meeting is required, such notice need not be given to any director if a written waiver
of notice, executed by the director before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to the director. Neither such notice nor waiver of notice need
specify the purposes of the meeting, unless otherwise required by law or these Bylaws.
ISC² Rhode Island Chapter Bylaws rev 2.0
5.15. Quorum. At any meeting of the directors and subject to Section 8.2 hereof, a majority of
directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority
of the votes cast upon the question, whether or not a quorum is present, and the meeting may be
held as adjourned without further notice.
5.16. Action by Vote. When a quorum is present at any meeting, a majority of the directors
present and voting shall decide any questions, unless otherwise provided by law or these Bylaws.
Proxy voting by directors is not permitted.
5.17. Action by Writing. Any action required or permitted to be taken at any meeting of the
directors may be taken without a meeting of the directors if all of the directors consent to the
action in writing and the written consents are filed with the records of the meetings of the
directors. Such consents shall be treated for all purposes as a vote at a meeting.
5.18. Presence Through Communications Equipment. Members of the Board of Directors
may participate in a meeting of such board by means of a conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear
each other at the same time, and participation by such means shall constitute presence in person
at a meeting.
SECTION 6.
Resignations, Removals and Vacancies.
6.1. Resignations. Any member, director or officer may resign at any time by delivering his or
her resignation in writing to the president, the secretary or to the corporation at its principal
office. Such resignation shall be effective upon receipt unless specified to be effective at some
later time.
6.2. Removals. Except as otherwise set forth in this section, a member, director or officer may
be removed or suspended with cause by the vote of three-quarters of the members present in
person or voting by proxy at a meeting of members where a quorum exists. Before a member,
director or officer may be removed or suspended by the members, the member, director or
officer shall be given at least seven days notice of the proposed removal or suspension and the
reasons therefor and an opportunity to be heard at the meeting. Any member, director or officer
who engages in conduct harmful to the interests of the corporation may be removed or suspended
by the directors at any meeting and without providing notice or an opportunity to be heard by
such person. Any director who fails to attend [three] successive meetings of the directors, or
otherwise neglects his or her duties may be removed by a majority vote of the remaining
directors. A member, director or officer who is removed or suspended by the directors may be
reinstated by a vote of three-quarters of the members present in person or voting by proxy at a
meeting of members if a quorum exists.
6.3. No Right to Compensation. No member, director or officer resigning, and (except where a
right to receive compensation shall be expressly provided in a duly authorized written agreement
with the corporation) no member, director or officer removed, shall have any right to any
compensation as such member, director or officer for any period following his resignation or
removal, or any right to damages on account of such removal, unless in the case of a resignation,
the directors, or in the case of a removal, the body taking action on the removal, shall in their or
its discretion provide for compensation.
ISC² Rhode Island Chapter Bylaws rev 2.0
6.4. Vacancies. Any vacancy in the membership or in the board of directors, including a
vacancy resulting from the enlargement of the board, may be filled by the members or, in the
absence of member action to fill a vacancy in the board of directors, by the directors by vote of a
majority of the directors then in office. The directors shall elect a successor if any of the offices
of president, treasurer, secretary or membership chair becomes vacant between meetings of the
members. Each such successor shall hold office for the unexpired term and until his successor is
chosen and qualified, or in each case until he sooner dies, resigns, is removed, becomes
disqualified, or is no longer a member in good standing. The members and the directors shall
have and may exercise all their powers notwithstanding the existence of one or more vacancies
in their number.
SECTION 7.
General
7.1 Execution of Papers. Except as the directors may generally or in particular cases authorize
the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes,
checks, drafts and other obligations made, accepted or endorsed by the corporation shall be
signed by the president or by the treasurer. Any recordable instrument purporting to affect an
interest in real estate, executed in the name of the corporation by the president or the treasurer (or
an assistant treasurer or secretary), who may be one and the same person, shall be binding on the
corporation in favor of a purchaser or other person relying in good faith on such instrument
notwithstanding any inconsistent provisions of the Bylaws, resolutions or votes of the
corporation.
7.2 Receipt and Disbursement of Funds. The board of directors may designate such other
officer or officers who in addition to or instead of the president or treasurer shall be authorized to
receive and receipt for all moneys due and payable to the corporation from any source whatever,
to endorse for deposit checks, drafts, notes, or other negotiable instruments, and to give full
discharges and receipts therefor. Funds of the corporation may be deposited in such bank or
banks as the president or board of directors may from time to time designate or with such other
corporations, firms, or individuals as the board of directors may from time to time designate.
7.3 Communication by Facsimile or Electronic Means. Written notice or waiver of notice or
other communication under these Bylaws may be given by facsimile transmission or other
electronic means of written communication. Such electronic means of communications include
electronic mail or communications posted to the chapter's communication portal.
SECTION 8.
Compensation, Conflicts of Interest and Personal Liability
8.1. Compensation. Members and directors shall not be compensated for serving as such, and
shall not be precluded from serving the corporation in any other capacity and receiving
compensation for any such services; provided, that the same shall not place any tax exemption
obtained by the corporation at risk.
8.2. Conflicts of Interest. The directors and officers of the corporation owe a fiduciary duty to
ISC² Rhode Island Chapter Bylaws rev 2.0
the corporation to act in good faith and in a manner that they reasonably believe to be in the
corporation's best interests. This duty of loyalty requires the corporation's directors and officers
to exercise independent judgment on behalf of the corporation, placing the corporation's best
interests ahead of personal interests. In furtherance of this fiduciary responsibility, the
corporation shall have and comply with a conflict of interest policy, provided, that such policy
shall require directors, officers, and key employees to disclose any personal financial interest in a
transaction being considered by the corporation, and that unless the directors determine that such
personal financial interest is immaterial, such director, officer, or key employee shall recuse
himself or herself from discussion and voting on the matter and shall not be counted for purposes
of a quorum (where applicable); provided, further, that until such a policy is formally adopted by
the directors, this provision shall serve, and hereby does serve, as the Conflict of Interest Policy
of the corporation. The corporation’s Conflict of Interest Policy may, for purposes of
consideration by independent directors of matters with respect to which a potential conflict of
interest is present, vary the quorum and voting requirements specified in these Bylaws.
8.3 No Personal Liability. The members, directors and officers of the corporation shall not
be liable for any debt, liability or obligation of the corporation. All persons, corporations or
other entities extending credit to, contracting with, or having any claim against, the corporation
for the payment of any such contract or claim, or for the payment of any debt, damages,
judgment or decree, or of any money that may otherwise become due or payable to them from
the corporation.
SECTION 9.
Indemnification of Directors, Officers and Employees
The corporation shall to the extent legally permissible and consistent with the
corporation’s tax exempt status and with the Employee Retirement Income Security Act of 1974,
as amended, indemnify each of its present and former directors and officers and any person who
serves or has served, at the corporation's request, as director, trustee, officer or member of
another organization or in a capacity with respect to any employee benefit plan (and the heirs,
executors and administrators of the foregoing) (the "Indemnified Person") against all expenses
and liabilities which the Indemnified Person has reasonably incurred in connection with or
arising out of any action or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigatory, in which the Indemnified Person may be involved, directly or
indirectly, by reason of serving or having served in a capacity identified above. Such expenses
and liabilities shall include, but not be limited to, judgments, fines, penalties, court costs and
attorney's fees and the cost of reasonable settlements. However, no such indemnification shall be
made in relation to matters as to which such Indemnified Person shall be finally adjudged in any
such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or
her action was in the best interests of the corporation, or, in the case of a person who serves or
has served in a capacity with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such plan.
If authorized by the Board of Directors, the corporation may to the extent legally
permissible and consistent with the corporation’s tax exempt status and with the Employee
Retirement Income Security Act of 1974, as amended, indemnify each of its present and former
employee or agent (“Agent”), defined to include those employees and agents other than
ISC² Rhode Island Chapter Bylaws rev 2.0
Indemnified Persons as defined in the preceding paragraph, against all expenses and liabilities
which the Agent has reasonably incurred in connection with or arising out of any action or
threatened action, suit or proceeding, whether civil, criminal, administrative or investigatory, in
which the Agent may be involved, directly or indirectly, by reason of being or having been an
Agent. Such expenses and liabilities may include, and are not limited to, judgments, fines,
penalties, court costs and attorney's fees and the cost of reasonable settlements. However, no
such indemnification shall be made in relation to matters as to which such Agent shall be finally
adjudged in any such action, suit or proceeding not to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the corporation, or, in the case of a person
who serves or has served in a capacity with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such plan.
Indemnification may include payment of reasonable expenses in defending a civil or
criminal action or proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the Indemnified Person or Agent to repay such payment if the
Indemnified Person or Agent shall be adjudicated to be not entitled to indemnification hereunder,
which undertaking may be accepted regardless of the financial ability of the Indemnified Person
or Agent to make repayment.
In the event that a settlement or compromise of such action, suit or proceeding is
effected, indemnification may be had, but only if such settlement or compromise and such
indemnification are approved:
a. by a majority vote of a quorum consisting of disinterested directors;
b. if such a quorum cannot be obtained, then by a majority vote of a committee of
the Board of Directors consisting of all the disinterested directors;
c. if there are not two or more disinterested directors in office, then by a majority of
the directors then in office, provided they have obtained a written finding by
special independent legal counsel appointed by a majority of the directors to the
effect that, based upon a reasonable investigation of the relevant facts as
described in such opinion, the person to be indemnified appears to have acted in
good faith in the reasonable belief that his or her action was in the best interests of
the corporation (or, to the extent that such matter relates to service with respect to
an employee benefit plan, in the best interests of the participants or beneficiaries
of such employee benefit plan); or
d. by a court of competent jurisdiction.
The foregoing right of indemnification shall not be exclusive of other rights to which any
Indemnified Person or Agent may be entitled as a matter of law. The corporation’s obligation to
provide indemnification under these Bylaws shall be offset to the extent of any other source of
indemnification or any otherwise applicable insurance coverage maintained by the corporation or
any other person.
ISC² Rhode Island Chapter Bylaws rev 2.0
SECTION 10.
Amendments.
These Bylaws may be amended at any meeting of the members by vote of not less than
two-thirds (2/3) of the members entitled to vote and present or voting by proxy, provided that the
amendment is proposed by the board of directors, or that written notice of the proposed
amendment has been served on the secretary by at least ten members not less than thirty days
before the meeting, and that a copy of the amendment has been sent to the members by the
secretary at least ten days prior to the meeting. Except with respect to any provision of these
Bylaws which by law or these Bylaws requires action by the members, these Bylaws may also be
altered, amended or repealed at any regular or special meeting of the directors, notice of which
shall specify the subject matter of the proposed alteration, amendment or repeal or the sections to
be affected thereby. Not later than the time of giving notice of the meeting of members next
following the amending or repealing by the directors of any Bylaw, notice thereof stating the
substance of such change shall be given to all members. Any Bylaw so altered, amended or
repealed by the directors may be further altered or amended or reinstated by the members in the
above manner.
Adopted: January 20, 2015 [date of formation of corporation]
ISC² Rhode Island Chapter Bylaws rev 2.0
SECTION 11.
Revision History
Rev. # Date Updated By Revision Details
07.1 2014-Dec-15 D. Najac Initial Final Release (non-draft)
1.0 2015-Apr-22 D. Najac Updated adoption date (section 10)
1.1 2015-Nov-01 D. Najac - Updated section 5.11 to reflect change from
‘Nominating Committee’ to ‘Nominating
Chairperson’
- Added Section 11 (Revision History).
2.0 2019-Jan-24 D. Najac Updated bylaws, removing the Vice President role
All revisions to bylaws of the chapter have been made following majority/quorum approval from
the chapter Board of Directors.