| |
| Upcoming Events: | | | 12/7
(4 days) | | | More |
|
| |
|
Bylaws
Section 1. Name. The name of this not-for-profit corporation is the Security Analysis and Risk Management Association, a Virginia not for profit corporation hereinafter referred to as the "Association."
Article II: Purposes and Limitations
Section 1. The Association is hereby organized for the following purposes:
1. To provide an association of individuals and organizations having a professional interest in the development of standards and methodologies to bring uniformity to the security analysis and risk management industry through collaboration and the exchange of ideas;
(ii) To provide strategic guidance for the field of security analysis and risk management including, without limitation, identifying best practices in the field, providing for expert review of methodological concepts and approaches, and acting as a governing authority for voluntary professional standards;
1. To support the professional development of security analysis and risk management practitioners through risk management training, education and certification to ensure the quality and robustness of security analysis and risk management professionals and the various methodologies in use in the industry.
(iv) To promote and improve the communication, dissemination and use of such information and knowledge for the benefit of its members and the people and organizations they serve;
(iii) To engage in any other activity permitted to be engaged in by corporations: (a) exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (the "IRC"); (b) formed under the Commonwealth of Virginia Non-Stock Corporation Act, as the same may be amended or supplemented (the "Act").
Section 2. The Association is organized exclusively for the common business interest benefit of improving the security analysis and risk management industry, including, for such purposes, the making of distributions to organizations exempt from federal income tax under IRC Section 501(c)(6).
Section 3. No part of the property, assets, or net income of the Association shall inure to the benefit of, or be distributable to, its officers, directors, committee members, employees, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
Section 4. Notwithstanding any other provision of these bylaws, the Association shall not carry on any other activities not permitted to be carried on by a corporation: (i) exempt from federal income tax under IRC Section 501(c)(6); and (ii) formed under the Act.
Article III: Offices
Section 1. Offices. The Association shall maintain in the Commonwealth of Virginia a registered agent, and may have offices within or without the Commonwealth of Virginia as shall be determined by the Board of directors of the Association.
Article IV: Membership
Section 1. Members. The Association shall have members in such classes and such numbers, according to policies adopted by the Board. Without limiting other classes of members that may be established, any person, firm, or corporation who is or has been engaged in, or affiliated with, the security risk analysis and risk management industry of the United States may be included in the classes of members established by the Board of Directors.
Section 2. Membership Term, Voting Right Classifications, and Qualification. The term, voting rights (if any), characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members shall be determined by the Board. Application for membership in the Association shall be made pursuant to procedures established by the Board.
Section 3. Determination of Membership Dues and Obligation to Pay. Membership in the Association carries a definite obligation to pay any membership dues and assessments established by the Board. The Board shall fix the amount of membership dues and/or assessments (if any) for all membership classes.
Section 4. Termination of Membership. Membership in the Association, and/or specific membership rights, may be suspended or terminated if a member does not pay the required membership dues, in full, by the due date established by the Board, or according to policies adopted by the Board.
Section 5. Annual and Regular Meetings. There shall be an annual meeting of the membership to be held at a time and place designated by the Board of directors. There may be other regular meetings of the membership as the Board may decide. Notice of such meetings shall be given to all members at least thirty (30) days before the date of the meeting. Notice shall include the date, place, hour of the meeting, and any business known to be brought before the assembly. The Association may provide notice of any regular or annual meeting of the voting membership by any means of electronic delivery that is allowed by the Act at the time the notice is given.
Section 6. Special Meetings. Special meetings of the membership may be held by direction of the Board. The Board shall fix the time and place for holding any special meeting of the members. Written notice of any special meeting of the voting membership shall be provided to each member either in person or postmarked by first class mail not less than twenty (20) days and not more than thirty (30) days before the time set for such a meeting, and must include the time, date, place, and purpose of such meeting. The Association may provide notice of any special meeting of the voting membership by any means of electronic delivery that is allowed by the Act at the time the notice is given.
Section 7. Quorum. A quorum for elections and other business transactions recommended by the Board for a vote by the Members shall be ten percent (10%) of the voting members.
Section 8. Manner of Acting. The act of a majority of the voting members present and voting at a duly called meeting of the voting members at which a quorum is present and/or voting by mail (or other method authorized by the Board and permitted by law) provided the number of total number of votes equals or exceeds the number necessary for a quorum, shall be the act of the voting membership, except as otherwise provided by law, by the Association's Articles of Incorporation, or by these bylaws, or the adopted parliamentary authority. Each voting member shall have one (1) vote on all matters submitted to a vote of the voting members. Voting by proxy shall be allowed as determined by the Board.
Section 9. Action by Written Ballot. Pursuant to the Association's Articles of Incorporation and the Act, any action that may be taken at a meeting of the voting members may be taken without a meeting if the action is approved in writing by voting members holding a majority of the voting power of the members voting on such action, presuming that the number of votes approving such action is equal to at least a quorum; provided, however, if the Act or these bylaws specifically require approval by a higher proportion to take a certain action, then such proportion shall be required to take such action by written consent. The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least a majority of the voting power of the members responding to the Association's written request to vote on such action, delivered to the Association for inclusion in the minutes or filing with the corporate records, and otherwise carried out pursuant to the requirements of the Act. The written ballot required under this Section may be delivered in any manner or format allowed by the Act at the time the ballot is to be taken.
Article V: Board of Directors
Section 1. Elections. There shall be an election by ballot for directors of the Association at each annual meeting of the Members. At the first annual meeting, approximately 50% of the Directors elected as such meeting will be elected for a term of two years, and the remaining Directors will be elected for a term of one year. Unless another method is approved by the Directors before such initial annual meeting, the fifty percent (50%) of the Directors who have received the most votes (or, in the event an odd number of Directors are elected, the Directors who have received the most votes and who total just more than a simple majority of all Directors) shall be deemed elected for two (2) years. At each annual meeting thereafter, a number of directors equal to that of those whose terms have expired shall be elected for the term of two years. At the expiration of any term of two years, any director may be reelected. No director may serve more than three (3) consecutive two (2) year terms without at least one year break in service. In the event that the number of directors is increased or decreased, the terms of the directors shall be established to provide for approximately one-half (1/2) of the directors to be elected each year.
Section 2. Number. The Board shall consist of no less than five (5) and no more than nineteen (19) members.
Section 3. Annual and Regular Meetings. An annual meeting of the Board shall be held at such time and place, either within or without the Commonwealth of Virginia, as designated by resolution of the Board without notice required other than these bylaws and such resolution. The Board may provide by resolution the time and place, either within or without the Commonwealth of Virginia, for the holding of additional regular meetings of the Board without notice required other than these bylaws and such resolution.
Section 4. Special Meetings. Special meetings of the Board may be called by or at the request of the president or any three (3) directors. The president shall fix the time and place of such meetings.
Section 5. Notice. Notice of any special meeting of the Board shall be provided to each director in writing not less than two (2) weeks before the time set for such a meeting, and must include the time, date, place, and purpose of such meeting. Any director may waive notice of any meeting before, at or after such meeting. The attendance of any director at a special meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such director.
Section 6. Executive Committee. There may be an executive committee, to consist of the president and such other officers as the Board may determine with such authority as the Board may grant it to act between meetings of the Board, except with respect to matters that are prohibited by the Commonwealth of Virginia Non-Stock Corporation Law.
Section 7. Executive Committee Ratification. Whenever in the judgment of the executive committee, a question arises that should be put to a vote of the entire membership of the Board, and cannot await a regular or special meeting, the Board of directors may vote by mail ballot, or other legally accepted means, provided that all members of the Board of directors have consented to having such a vote conducted by such stated means, and that a two-thirds vote of all Board members in favor of the issue presented must be received in order for the issue to be approved.
Section 8. Quorum. A majority of the voting directors in office shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 9. Manner of Acting. The act of a majority of the voting directors present at a duly called meeting of the Board at which a quorum is present shall be the act of the Board, except as otherwise provided by law, by the Association's Articles of Incorporation, these bylaws, or the parliamentary authority. No proxy voting shall be permitted.
Section 10. Teleconferencing. Any director participating in a meeting of the Board may participate by means of telephone conference call or by any means of communication that is permitted by law and by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Any director participating in a meeting of the Board may participate by any other electronic means allowed by the Act at the time the meeting takes place. Such participation shall constitute presence in person at the meeting.
Section 11. Action by Unanimous Written Consent. Any action that may be taken at a meeting of the Board may be taken without a meeting if all of the directors entitled to vote thereon consent thereto in writing.
Section 12. Minutes. Minutes of each meeting of the Board shall be recorded by the secretary, or, in the absence of the secretary at such meeting, another person designated by the Board.
Section 13. Removal or Resignation of Directors. Any director may be removed for cause from the Board at any time by the affirmative vote of a majority of the voting directors then in office.
Section 14. Vacancies.
(a) In the event of disability or withdrawal of the president, the title and all duties and obligations shall be assumed by the president-elect for the remainder of the term. If this partial term is less than half of a term, the president-elect shall thereafter serve a full term as President.
(b) Should further succession beyond that of president-elect to the office of president become necessary, the title, duties, and obligations shall be assumed by the most recent past president. A vacancy in the Board created by such succession shall be filled as a director for the remainder of the term.
(c) Any other vacancy occurring on the Board may be filled for the remainder of the term by the vote of a majority of the directors then in office.
Article VI: Officers
Section 1. Number. The officers of this Association shall be a President, a Vice President a Secretary, and a Treasurer. The officers may also include such other Vice-Presidents as the Board of Directors may specify. One of the Vice-Presidents may also be designated the Senior Vice-President.
Section 2. Method of election. The Board of Directors shall elect all officers for a term of two (2) years, the President and Vice Presidents being elected from the Board of Directors. A majority of a quorum present shall be necessary to constitute an election.
Section 3. Duties of officers. The duties and powers of the officers of the Association shall be as follows:
President The President shall preside at the meetings of the Association and of the Board of Directors and of the Executive Committee, and shall be a member ex officio, with right to vote, of all committees except the Nominating Committee. He shall also, at the annual meeting of the Association and such other times as he deems proper, communicate to the Association or to the Board of Directors such matters and make such suggestions as may in his opinion tend to promote the prosperity and welfare and increase the usefulness of the Association and shall perform such other duties as are necessarily incident to the office of the President.
Vice President The Vice-President, shall have such duties as may be specified by the Board. In case of the death or absence of the President, or of his inability from any cause to act, then, unless a Senior Vice President has been designated by the Board, one of the Vice Presidents, in the order of their seniority, shall perform the duties of his office.
Senior Vice-President. The Board may designate one of the Vice-Presidents to also be the Senior Vice-President. If so designated, the Senior Vice-President will assume the duties of the President upon the death, resignation or disability of the President. The Senior Vice-President will serve in the role of the President until the Board elects the successor President.
Secretary It shall be the duty of the Secretary to give notice of and attend all meetings of the Association and keep a record of their doings; to conduct all correspondence and to carry into execution all orders, votes, and resolutions not otherwise committed; to keep a list of the members of the Association; to collect the fees, annual dues, and subscriptions and pay them over to the Treasurer; to notify the officers and members of the Association of their election; to notify members of their appointment on committees; to furnish the Chairman of each committee with a copy of the vote under which the committee is appointed, and at his request give notice of the meetings of the committee; to prepare, under the direction of the Board of Directors, an annual report of the transactions and condition of the Association, and generally to devote his best efforts to forwarding the business and advancing the interests of the Association. In case of absence or disability of the Secretary, the Executive Committee may appoint a Secretary pro tem. The Secretary shall be the keeper of the Association's seal.
Treasurer The Treasurer shall keep an account of all moneys received and expended for the use of the Association, and shall make disbursements only upon vouchers approved in writing by any member of the Executive Committee. The Treasurer shall deposit all sums received in a bank, or banks, or trust company approved by the Executive Committee, and make a report at the annual meeting or when called upon by the President. Funds may be drawn only upon the signature of the Treasurer.
The funds, books, and vouchers in his hands shall at all times be under the supervision of the Executive Committee and subject to its inspection and control. At the expiration of his term of office, he shall deliver over to his successor all books, moneys, and other property, or, in the absence of a treasurer-elect, to the President. In case of the absence or disability of the Treasurer, the Executive Committee may appoint a treasurer pro tem.
The office of Secretary and Treasurer may be held by the same person.
Section 4. Bond of treasurer. The Treasurer shall, if required by the Board of Directors, give to the Association such security for the faithful discharge of his or her duties as the Board may direct. However, the fee for such bond or security shall be paid by the Association.
Section 5. Vacancies. All vacancies in any office shall be filled by the Board of Directors without undue delay, at its regular meeting, or at a meeting specially called for that purpose.
Section 6. Compensation of officers. The officers may be paid such salary or compensation as the Board of Directors determines, so long as such compensation does not violate the Not-for-Profit Corporation Law.
Article VII: Nomination and Election
Section 1. Generally. The Board shall elect a nominating committee to nominate candidates for the election to the Board of Directors. The nominating committee shall be comprised of five members, including the chair. The nominating committee shall elect its own chair-elect. It shall be the duty of the committee to recommend the time lines and procedures for the nomination and election process prior to the call for nominations (the "Nominating Committee Guidelines"). The Nominating Committee Guidelines shall be subject to the approval of the Board. For each election, the Board shall set the date on which newly elected directors shall assume office. Members may present names for consideration to the Nominatisng Committee.
Section 2. Presentation of Slate. The Nominating Committee shall attempt to present such candidates for each director position who is to be elected in the current year.
Section 3. Nominations by Members. Nominations other than the nominations made by the nominating committee may be made by a petition entered by twenty-five (25) voting members. Such petition must be filed with the Secretary prior to the nominations deadline set by the Board and must be accompanied by written acceptance of the nominee.
Section 4. Election of directors shall be by ballot of the voting members. Voting will be concluded at each annual meeting provided, however, that if the members vote to fill any mid-term vacancy through a voting method other than voting at an annual or special meeting the voting will be concluded at such date as is set by the Board. The method of the balloting shall be established by the Board and may include balloting by mail or such other method as is approved by the Board and permitted by law.
Article VIII: Committees
Section 1. Standing committees, advisory committees, and special committees of the Association and special committees of the Board shall be established by the Board. These committees shall be responsible to the Board, which will delegate such powers and functions to them as the Board finds desirable for the conduct of its business and for carrying out the objectives of the Association. Each committee will maintain minutes of each of its meetings and activities, and will promptly forward a copy of all minutes to the Secretary.
Section 2. The president shall appoint the members and designate the chair of all committees except the nominating committee. Appointments to standing committees shall be made to provide continuity of membership. No member may serve on any one committee more than six consecutive years.
Section 3. Each committee shall submit to the Board a written annual report of its activities that shall contain any recommendations considered necessary or advisable. Additional reports may be submitted at the option of a committee or as requested by the Board or the President.
Section 4. Unless otherwise authorized by the Board, funds for committee expenses shall be authorized by the Board through an annual allotment or upon submission of an estimated budget.
Section 5. Standing committees and special committees may establish subcommittees to assist in their work. Subcommittees may include nonmembers of the Association.
Article IX: Finances
Section 1. Fiscal Year. The fiscal year of the Association shall be determined by the Board of directors.
Section 2. Contracts. The Board may authorize any officer or agent of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.
Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers or such agent or agents of the Association and in such manner as shall be determined by the Board. In the absence of such determination by the Board, such instruments shall be signed by the president or by the treasurer of the Association.
Section 4. Deposits. All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board may select.
Article X: Books and Records
The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board, committees having any of the authority of the Board, and the membership.
Article XI: Limitation of Liability and Indemnification
Section 1. Limitation of Liability. The personal liability of the officers, directors, committee members, and employees of the Association is hereby eliminated to the fullest extent permitted by the Act and the IRC.
Section 2. Indemnification. The Association shall, to the fullest extent permitted by the Act and the IRC, indemnify and hold harmless each officer, director, committee member, and employee of the Association from and against any and all liabilities, costs and expenses (including attorneys' fees and expenses) reasonably incurred by him or her or on his or her behalf in connection with any legal action or proceeding to which he or she may be a party by reason of his or her being or having been an officer, director, committee member, or employee of the Association, or by reason of any action alleged to have been taken or omitted by him or her in such capacity. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any, agreement, vote of disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in any other capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be an officer, director, committee member, or employee of the Association, and shall inure to the benefit of the heirs, executors, administrators, beneficiaries, and other successors in interest or obligation of such person. The Association shall be authorized but not required to purchase insurance for the purpose of the indemnification provided for herein; provided, however, that such indemnification shall not be limited by the scope or extent of such insurance.
Article XII: Duration and Dissolution
The duration of the Association shall be perpetual, except that it may be dissolved in the manner provided by the Act. Upon the dissolution of the Association, and after paying or making provision for the payment of all of the liabilities of the Association, all assets of the Association shall be distributed for one (1) or more of the Association's exempt purposes within the meaning of IRC Section 501(c) (3) or (6), or shall be distributed to the federal government, or to a state or local government, for a public purpose, in such manner as the Board shall determine.
Article XIII: Parliamentary Authority
The rules contained in the tenth edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.
Article XIV: Amendments
Section 1. These bylaws may be amended by the affirmative vote of the Board at any legally constituted Board of Directors meeting.
|
|
|
|
|
|
