InfraGard Buffalo Membership Alliance By-Laws

Presented by the Appointed Bylaws Committee

Robert D. Giannicchi, John W. Schunak, Jeffrey D. Shaw, Kevin Shortt

December 6, 2009

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Preamble

Article I – Identification

Article II – Purpose and Objective

Article III – Membership

Section 1 – Membership

Section 2 – Dues and Fees

Section 3 – Termination

Article IV – Board of Directors

Section 1 – Duties

Section 2 – Terms and Elections

Section 3 – Vacancies

Section 4 – Committees

Section 5 – Disciplinary Procedures

Section 6 – Delegation of Authority

Section 7 – Execution of Documents

Section 8 – Loans and Contracts with Officers and Directors

Article V – Meetings

Section 1 – General Membership Meetings

Section 2 – Board of Directors Meetings

Section 3 – Quorum

Section 4 – Manner of Conduct

Section 5 – Special Meeting

Article VI Amendments

Article VII – General Policy Statements

Policy Statements

Article VIII – Resolutions and Motions

Resolutions & Motions

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Preamble

President William Clinton issued Executive Order 13010 titled “Critical Infrastructure Protection” 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 atrategy 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 nd infrastructure owners and operators beginning with the increased sharing of information relating to infrastructure threats, vulnerabilities, and interdependencies” (“Critical Foundations: ProtectionAmerica’s Infrastructures”, The Report of the PCCIP, October 1997, page 27). In August 1996, the Cleveland FBI Field Office contacted local government officials and information security professionals employed by infrastructure owners and operators within the public and private sectors to meet and discuss critical infrastructure protection. The resulting association was named InfraGard.

Article I – Identification

The InfraGard Buffalo Membership Alliance, hereafter referred to as the IBMA, shall be a non-profit association working in partnership with the Federal Bureau of Investigation (FBI). It shall be the Members Alliance of InfraGard associated with the FBI field office headquartered in Buffalo, New York.

Article II – Purpose and Objective

The purpose and primary objectives of InfraGard are

• To educate the general populous on the vulnerabilities that exist with our country’s national infrastructure; and:
• To provide forums 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.

Article III – Membership

Section 1 – Membership

Membership shall be open to those interested in supporting the purpose and objectives of InfraGard. Anyone wishing to join the IBMA may do so by completing the InfraGard Membership Application form, which includes agreement to abide by the code of ethics as well as affirmation that membership is supported by the individual’s organization.

A Member in “Good Standing” shall be defined as follows: 

• The individual has met all requirements for membership as defined in Article III, Section I, of the ByLaws of the IBMA.
  
• The individual has conducted themselves with a high level of integrity with respect to InfraGard and its mission, including:
  
• Abiding by InfraGard’s code of ethics, bylaws, and board resolutions. InfraGard’s code of ethics can be found on the InfraGard National Membership Alliance website.
• Refraining from activities that create an appearance of impropriety or that appears to be counter to InfraGard’s mission. Such activities may include, but are not limited to:
  • Knowingly providing false information on InfraGard forms or other required documentation.
  • Unapproved use or misuse of program funds.
  • The use of InfraGard membership primarily as a means to market products services or to otherwise achieve personal gain.

The IBMA Board of Directors will determine whether to remove a member’s status of “Good Standing”, based on the failure to meet one or more of the aforementioned criteria, by a vote of 2/3 of the IBMA Board of Directors’ members serving.

The Buffalo IMA Board of Directors can reinstate the member’s status of “Good Standing” by a vote of 2/3 of the Buffalo IMA Board of Directors’ members serving.

Section 2 – Dues and Fees

Local InfraGard dues will be paid annually by each individual member. Dues for the upcoming year will be set by the Board of Directors. Special fees may also be assessed by the board for additional services. Such fees may either be required of the member or the member’s organization as appropriate. At the discretion of the Board of Directors dues may be increased, decreased, or set to zero. If dues and/or fees are assessed, current information will be published on the IBMA website.

Section 3 – Termination

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

• Notifying the InfraGard National Membership Alliance of the termination,
• Canceling all rights and responsibilities afforded the member,
• Deactivating passwords and encryption keys used by the member to access protected InfraGard web sites,
• Recovering all InfraGard books, video, software and other materials temporarily provided to the member by InfraGard.
  

Article IV – Board of Directors

Section 1 – Duties

The Board of Directors of the IBMA shall consist of a President, Executive Vice President, Secretary, Treasurer, three Vice Presidents, and an FBI representative appointed by the Special Agent in Charge of the Buffalo Field Office. The Board shall perform the duties prescribed by these bylaws. Members of the Board perform their duties voluntarily, without monetary compensation.

The Board of Directors shall have general supervision over the affairs of the IBMA, select the hour and place of meetings, and perform such other duties as specified in these bylaws.

The President shall preside at each meeting of the general membership and at all meetings of the Board of Directors. In addition, the President shall have the following specific duties and responsibilities:

• Be chairperson of the Board of Directors,
• Prepare the agenda for all meetings of the general membership and Board of Directors.

The Executive Vice President (EVP) shall conduct the duties of the President in his/her absence.

The Secretary shall maintain all legal records of the IBMA, record minutes of all meetings of the IBMA, record minutes of the IBMA Board of Directors and report them to the Board of Directors as necessary.

The Treasurer shall act as custodian of all monies held by the IBMA and periodically report financial status to the Board.

Section 2 – Terms and Elections

Board of Directors members shall be elected by popular vote, as follows: The Election Committee Chair will distribute to all IBMA members an invitation to nominate individuals for each position prior to first business day in August each calendar year. Nominees are to submit a letter of intent accepting nominations, provide a brief bio and statement of qualifications to be shared with membership by October 15th at 5:00 PM EST. Self-nominations are permissible and appropriate. On the last business day of October, the Election Committee Chair will distribute to all IBMA members a ballot that clearly states the name, brief bio and qualifications of each nominee for each position. Members will have two (2) weeks from that date to submit their vote. Submission date will be noted on the ballot. The Election Committee Chair will receive and tabulate the results that will be certified by the IBMA Board during the November board meeting. Election results will be shared with the membership at the annual December state of the chapter meeting.

Board of Directors terms will be for three (3) years commencing in January.

Director’s terms shall be staggered to expire for three, two, and two members in successive years. (This provision shall be known as the 3-2-2 rule.)

Any IBMA member in good standing may vote.

The nominees (as needed for that year’s election by the 3-2-2 rule) receiving the highest number of votes will comprise the Board.

Tie votes will be handled by email run off election.

Incoming board members will be invited to the December board meeting for election of officers Board officer nominations shall be submitted to the Election chair by the first business day in December, 5:00 PM EST

The members elected assume office at the January Board meeting

IBMA Board of Directors
nomination requirements:

• Any member in good standing is eligible for nomination for the Board of Directors.
  
• Nominations may be made by the candidate or by any other member in good standing.
  
• The nomination must include a brief bio and statement of the individual’s qualifications in a format determined by the IBMA Board of Directors.
  
• Each candidate shall provide a written statement indicating that their employer will support the individual’s service on the IBMA Board of Directors and accommodate their needs to attend to IBMA business. This includes attendance at IBMA and IBMA Board of Directors meetings.
  

Nominations for the IBMA Board of Directors shall be reviewed by the Election Committee Chair appointed by the President with the approval of the IBMA Board of Directors.

All nominations will be reviewed to verify that the individual is a member in good standing.

All nominations will be reviewed to assure that the qualification statement has been submitted.

All nominations will be reviewed to assure that the statement of employer support has been submitted.

If all credentials are in order, the Election Chair will add the individual to the ballot according to the provisions of the IBMA By-Laws.

Nominations for National Board of Directors:

All nominations for the National Board of Directors shall be made by the IBMA Board of Directors according to procedures established by the National Board of Directors.

Any member of the IBMA, in good standing, may be nominated for a position on the National Board of Directors.

Section 3 – Vacancies

Whenever a vacancy in the position of President occurs, the Executive Vice President will succeed to that office. The President so installed shall remain in office for the remainder of the term. Whenever a vacancy occurs in the position of Vice President, Secretary, Treasurer, or Executive Vice President the President will appoint a replacement, who shall serve for the remainder of the term.

Section 4 – Committees

The IBMA Board of Directors may appoint such standing, operational, and project committees as it deems necessary to conduct the business of the IBMA. Committee chairs will be designated and periodically provide progress and status information to the board. Each committee shall have an IBMA Board member assigned as a sponsor.

Section 5 – Disciplinary Procedures

If a member of the IBMA has reason to believe that any individual participant or his organization is acting against the interests of InfraGard, that member shall notify the Board of Directors in writing. The Board of Directors shall conduct a confidential investigation to determine if further action is required, and make recommendations for any disciplinary or corrective actions. The censure, reprimand or suspension of a member or his organization shall require two-thirds (2/3) vote of the Board of Directors.

The President may be removed by a two-thirds vote of the membership of the IBMA whenever, in its judgment, the interests of InfraGard will be served. Directors will be removed from office if such action is recommended by the Board of Directors and is approved by a two-thirds vote of the general membership.

Section 6 – Delegation of Authority

In case of the absence of any officer of the IBMA, or for any other reason that the Board of Directors may deem sufficient, the Board may delegate the power or duties of an absent officer to any other officer or to another InfraGard member on a temporary basis provided a majority of the Board of Directors concurs therein.

Section 7 – Execution of Documents

Unless otherwise provided by the Board of Directors, all contracts, leases, commercial paper, and legal documents shall be signed by the President or Treasurer. All checks, drafts, notes and orders for the payment of money shall be signed by the President or the Treasurer.

Section 8 – Loans and Contracts with Officers and Directors

No loan of money or property or any advance on account of services to be performed in the future shall be made to any Director of the IBMA, but InfraGard may enter into lease agreements or contracts with Directors if the Board of Directors so decides.

Article V – Meetings

Section 1 – General Membership Meetings

The IBMA will hold a meeting open to all members at least quarterly. The President, Executive Vice President, or a suitable designee will preside over general membership meetings. The Board of Directors will be responsible for ensuring that members are notified in a timely manner of the date, time, location, and agenda of each meeting. Meetings may be open (anyone interested in the program may attend) or closed (only documented members of some InfraGard Membership Alliance) as designated, in advance, by the Board.

Section 2 – Board of Directors Meetings

The Board of Directors of the IBMA will meet monthly to ensure the smooth functioning of the organization.

Section 3 – Quorum

In matters requiring the vote of the Board of Directors, one-half of the total number of Board members, rounded up to the next integer, will constitute a quorum.

Section 4 – Manner of Conduct

All meetings of the general membership shall be conducted in an orderly fashion and in accordance with “Robert’s Rules of Order – Newly Revised” as reasonably construed in view of the purpose and character of InfraGard, except as may be provided otherwise in these bylaws.

Section 5 – Special Meeting

A special meeting may be called by the Board of Directors or shall be called upon receipt, in writing, of a request for such a meeting from ten percent of the members of the IBMA. The purpose of the meeting must be stated. Except in cases of emergency, at least 30 days notice shall be given.

Article VI – Amendments

These bylaws may be adopted, amended or repealed by a two-thirds (2/3) majority vote of the Board of Directors.

Article VII – General Policy Statements

The statements listed below are intended to guide board members in making decisions for or on behalf of the IBMA, as well as alleviate any confusion as to what is proper IBMA procedure. Typically, these statements have been reviewed and approved by the Board of Directors.

POLICY STATEMENTS:

The IBMA will solicit permission to distribute member names and contact information to the Board of Directors, committees, and other designated persons planning programs or conducting projects on behalf of the IBMA.

The IBMA will determine which members are willing to have their contact information shared with presenters and sponsoring vendors and protect that information accordingly.

Any board member proposing changes to an initiative developed by a special committee must discuss those changes with the committee chairperson, or his/her designate, before taking action on them.

The normal payment time frame for charges incurred by InfraGard is thirty days. Payment may be expedited upon approval by the IBMA Treasurer.

In order to maintain the credibility of the IBMA, anyone unable to complete a task for an initiative that has been announced to the membership must notify the Board of Directors. Notification must be made in sufficient time to allow others to assist in the effort.

Article VIII – Resolutions and Motions

The IBMA resolutions and motions are listed below. The purpose is to document the proposed and approved resolutions and motions by the board, as well as the date they were adopted.

RESOLUTIONS & MOTIONS:

In order to ensure the board can continue to function as a unified body representing the membership, any board member intending to contact FBI personnel, other than the designated InfraGard coordinator, regarding IBMA business, must notify all board members at least two (2) business days beforehand.

The IBMA is an information sharing and analysis effort serving the interests and combining the knowledge base of a wide range of members. As a result, InfraGard cannot endorse or solicit any vendor product or service. Notification of activities related to specific products or services, including vendor presentations and training opportunities, are provided solely for informational purposes.

The current InfraGard training committee has the authority to offer the current InfraGard Board members free seats to the InfraGard sponsored training session it is planning. If Board members are allotted free seats at an InfraGard training session, each Board member is allowed to give his or her seat for the session to another person within his or her company.

The IBMA will assist new in-district IMA formations, as well as Special Agents with their efforts in stimulating interest in our IBMA, or another IMA. Such assistance will consist of sample documents (such as bylaws), and advice on start-up activities, planning meetings, etc.