Approved by Membership May 2023

ARTICLE I — Foundation

Section 1: Name

The name of this organization shall be the Denver Chapter, Information Systems Security Association, Inc., hereafter referred to as the “Chapter” of the Information Systems Security Association, Inc., hereafter referred to as the “Association”.

Section 2: Purpose and Objectives

The primary purpose of the Chapter is to promote the education of its members for the improvement and development of their capabilities relating to the security of information systems processing, pursuant to Section 501 (c)(6) of the 1954 Internal Revenue Code.

More specifically, the objectives of the Association for the Denver Metro area are:

a. to promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of information systems security, and information or data processing;

b. to encourage a free exchange of information security techniques, approaches, and problem solving by its members;

c. to provide adequate communication to keep members abreast of current events in information processing and security which can be beneficial to them and employers; and

d. to communicate to management, and to systems and information processing professionals the importance of establishing controls necessary to ensure the secure organization and utilization of information processing resources

ARTICLE II — Membership

Section 1: Duties and Privileges of Denver Chapter Members

SECTION 1.  Membership in the Chapter is based upon one having primary interest and active involvement in information systems security in the private or public sector. In addition, membership is contingent upon interest in the purposes and objectives of the chapter as stated in Article II, acceptance of the Code of Ethics and is subject to provisions of Articles of Incorporation and Bylaws and the types of membership established by the Association Board of Directors.

Membership is subject to provisions of the ISSA Articles of Incorporation and the Bylaws of ISSA and the Chapter.  The types of membership may be referenced at the Association’s website, www.issa.org.

Section 2: Members in Good Standing

Members in Good Standing - Members who maintain their membership with the Association by payment of dues as required under the Article VII of the Bylaws, and who otherwise qualify shall be considered in good standing and entitled to full privilege of membership.

Section 3: Lapsed Memberships

Membership may be terminated if payment of the annual Chapter dues has not been received by the Chapter Treasurer as provided for in Article VII, of the Association’s Bylaws.

Section 4: Resignation

Any member may resign at any time.  All resignations shall be made in writing.  Dues shall not be refunded.

Section 5: Expulsion

The Chapter Board of Directors, at any meeting at which a quorum is present may, by a two-thirds vote of those present terminate the membership of any member who in its judgment has violated the Bylaws, Code of Ethics, or who has been guilty of conduct detrimental to the interests of the Chapter, provided that such person shall have been granted an opportunity for a hearing before the Chapter Board of Directors.  The Chapter Board of Directors shall cause at least thirty days (30) notice of the hearing to be given in writing, delivered by registered mail, to the member against whom charges may be preferred.  Such action by the Chapter Board of Directors shall be final and shall cancel all rights, interests or privileges of such member in the services or resources of the Chapter.

Section 6: Board Members

Active membership and chapter association, without exception, to participate and hold a position on Denver Chapter Board of Directors and Denver Special Interest Groups. Continued support of the chapter is vital to continuity and encouragement of chapter members. No exceptions either through company sponsorship or elected director position, or volunteering for the chapter exempts annual payment of chapter dues.

ARTICLE V — Officers

Section 1: General Qualifications for Office

The officers of the Chapter must be members in good standing at all times.  The officers shall consist of:

a.   President

b.  Vice President

c.   Membership Director

d.  Communications Director

e.   Program Director

f.   Treasurer

g.  Recording Secretary

e. Actively participating General Board Members surviving on various roles. 

a. The President:

• shall be the executive officer of the Chapter

• shall preside at all board meetings

• shall have the power to call special meetings

• shall have the deciding vote in case of tied decisions

• may create additional offices which serve at the discretion of the President

• shall appoint a Financial Audit Committee at least once annually, consisting of no less than two (2) members in good standing that are not officers of the Chapter. The President shall direct the Financial Audit Committee to audit the financial records of the Chapter and to present the results to the membership at a regularly scheduled Chapter meeting

b. The Vice President:

• shall attend to the duties of the President in his/her absence

• shall attend to any other duties or special projects as the President may require

• shall in the event that the President's office may become vacant for any cause whatsoever the Vice President shall assume the office for the unexpired term

• is responsible for developing and maintaining the sponsorship program

• serves as the primary liaison between the Chapter and all sponsors and advertisers

c. The Membership Director:

• shall develop growth and retention programs and promote the Chapter goals and benefits to the general membership, directly and by committee shall coordinate communications to maintain updated membership data

• shall act as the Chapter contact with ISSA International and any other entities on membership matters

d. The Communications Director:

• shall ensure that all members in good standing are notified of meetings, and that all other correspondence necessary to the conduct of the Chapter is received by the members

• shall, at the direction of the President, transmit and respond to all correspondence of the Chapter

• shall be responsible for the publication of the Chapter communications and maintenance of the Chapter web site either directly or by supervising an appointed editor

• is responsible for the Chapter’s communications and public relations activities.

e. The Program Director:

• shall be is responsible for planning, developing, and implementing all the Chapter’s internal and external marketing strategies

• shall oversee, plan and report status on all educational activities of the Chapter, individually and as an ex-officio member of any committees or working groups formed for the coordination of Chapter-sponsored educational offerings.

h. The Treasurer:

• shall keep an accurate account of all membership dues and other monies or articles of value belonging to the Chapter

• shall collect all treasury receipts, expenditures, and deposits

• shall provide a financial summary report of income, expenses, balances and other such information as may be relevant to the officers at each Executive Board meeting

• shall file such tax forms as may be required of the Chapter by federal, state or local authorities

i. The Recording Secretary:

• shall record minutes of all meetings, all deliberative actions, and all election results,

• shall maintain the official records of the Chapter

Section 2:

All past Presidents not holding a current office and retaining active membership shall be privileged to attend regularly scheduled meetings held by the Board of Directors, to act in an advisory capacity only, i.e., eligible to be recognized by the presiding officer to make or second motions and participate in discussion thereof, but without authority to vote on any motion before the Board.

Section 3:

The business of the Chapter shall be managed by the Board of Directors. A quorum for business shall consist of a majority of the Board.

Section 4:

In the case of a vacancy in the Office of President, such vacancy shall be filled by the Vice President, and subject to the consent of a majority of the membership attending the next general meeting.

Section 5:

In case of an officer vacancy other than the Office of President, such vacancy shall be filled by appointment by the President, upon the advice of the remaining officers, and subject to the consent of a majority of the membership attending the next general meeting.

Section 6:

On a motion and second from the membership at a general meeting, an officer shall be held before the Chapter for malfeasance or dereliction of duty. A two-thirds majority of alla quorum of Chapter members or a two-thirds majority of the chapter officers shall be required for removal from office.

Section 7:

A Chapter officer may resign his or her office by notifying the President or Vice President in the event that the President intends to resign, in writing of his or her intention to resign.

ARTICLE IV — Committees

A quorum of the Board of Directors may, at their discretion, establish special committees to assist in running the Chapter business.

ARTICLE V — Elections

Section 1:

The Chapter Officers shall be elected by popular vote, each member in good standing to be entitled to one vote.

Section 2:

The nomination process for membership to the Board of Directors shall be as follows:

Nominations Session

a.   The President shall notify members of upcoming elections through multiple forms of communications to include but not limited to meeting announcements and chapter emails starting in March before the June election.  

b.  Nominations are to be made by contacting the President directly or using contact information provided on the Chapter web-site, denver.issa.org.  Self-nominations are allowed.     The President is responsible for discussing nominations with the nominee, chapter members, and members of the board to ascertain willingness to serve, qualifications, and member support which also serves as secondary motion in the nomination process. 

d.  The nomination timeframe begins with the first March Chapter meeting and closes at the last May Chapter meeting.  

Qualifications of Candidates

a.   The Nominations Session shall be open to all members of the Chapter.

b.  All candidates must meet the requirements of being a member of the Chapter at the time of their nomination.

c.   No candidate shall be nominated for more than one office.

Section 3:

Elections shall be held during the June Chapter meetings each year.

Section 4:

Election results shall be announced at the end of the June Chapter meetings.

Section 5:

The term of office shall consist of two years commencing at the conclusion of the June Chapter meetings subject to the following table:

Odd Years

President

Vice President

Membership Director

Treasurer

Even Years

Program Director

Communications Director

Recording Secretary

ARTICLE VI — Meetings

Section 1:

The regular meetings of the Chapter, called Chapter Meetings, shall be held monthly.  Special events, such as Happy Hours and Special Interest Groups (SIG’s), are not considered meetings for conducting Chapter business.

Section 2:

Special meetings may be called by the Chapter Board of Directors at any time upon ten-day written notice to all Chapter members.

Section 3:

At all meetings, a majority of members in attendance shall constitute a quorum for the transaction of business.

ARTICLE VII — Financial Administration

Section 1:

Annual dues shall be due and payable to the Association by member’s renewal date. Additional Chapter dues may be instituted as the Chapter Board of Directors directs, with the approval of Chapter members in attendance.

Section 2:

Of the dues collected from each member, the Association will forward Chapter dues to the Chapter Treasurer and will be retained in the Chapter treasury.

Section 3:

Bank accounts in the name of the Chapter shall be established and maintained as directed by the Chapter Board of Directors. Electronic transfer shall be established and the information forwarded to ISSA International Headquarters.

Section 4

Dual Signatory authority for all accounts, which may be established, shall reside in the duly elected officers.

Section 5

An Auditing Committee consisting of a minimum of two members in good standing and/or a qualified accountant shall be appointed by the President at the September meeting of each year. These individuals shall not be members of the Chapter Board of Directors. The responsibility of the Auditing Committee shall be to examine all financial records of the Chapter and provide a report of its findings and recommendations to the membership at the June meeting. This report shall be in writing, and shall be maintained as part of the permanent records of the Chapter. Members of the auditing committee cannot serve more than three consecutive terms. 

Section 6

The Chapter shall adopt a calendar year system for reporting financial information annually.

ARTICLE VIII — Limitations of Liability

Section 1:

The Chapter shall be fully and solely responsible for its own legal and financial affairs, and shall hold harmless the Association by reason of their affiliation, from any lawsuits, damages, other expenses or liabilities arising out of the activities of the Chapter.  The Chapter will participate in the liability insurance offered to all chapters through the Association.

Section 2:

The Chapter shall not be responsible, nor liable, for any lawsuits, damages, other expenses or liabilities arising out of the activities of the Association.

ARTICLE IX — Headquarters

Section 1:

The Headquarters of the Denver Chapter shall be located in the State of Colorado at the address designated by the Chapter Board of Directors.

ARTICLE X — Amendments to the bylaws

Section 1:

The President shall cause the Chapter Bylaws to be reviewed biannually by the Chapter Board of Directors. This review shall be for the purpose of familiarizing each Board Member with the duties and responsibilities of their office and to identify any changes that may be required to keep the Bylaws current.

Section 2:

These Bylaws may be amended, repealed, or added to in the following manner only:

a. Ten percent of the members of the Chapter or at least two members of the Chapter Board of Directors may at any time propose in writing, signed by them and addressed to the Secretary, the amendment or repeal of any existing provision of, or the addition of any new provision to the Bylaws. 

b. Such proposal amendment, repeal, or addition, shall be presented at the next regular meeting of the Chapter Board of Directors.  No such proposed amendment, repeal, or addition shall be considered at any meeting of the Chapter Board of Directors unless such notice has been given to each member of the Board of Directors not less than ten days prior to the meeting.

c. At the Chapter Board of Directors meeting called in accordance with the provisions of Paragraph b. above, the proposed amendment, repeal, or addition to the Bylaws shall be considered and voted upon by the Board members present. If, at the meeting a quorum being present, a majority of the total number of Board members present vote in favor of such amendment, repeal, or addition, it shall be considered as adopted. Such amendments, repeals, or additions to these Bylaws shall be presented to the membership at the next general meeting where a quorum is present for Chapter ratification by a majority of the attending members.

d. Amendments to these Bylaws shall become effective after Chapter ratification on the date specified by the Chapter Board of Directors.