Chapter Bylaws
BYLAWS
OF
ISC2 Tulsa Metro 918 Chapter
SECTION 1.
Relationship to ISC2
The corporation (DBA “ISC2 Tulsa Metro 918 Chapter”) has entered into a Chapter Affiliation Agreement with ISC2 as of May 9, 2023 (the “Charter”), pursuant to which the corporation is established as a Chapter of ISC2 (the “Chapter”) with certain rights and obligations as set forth in the Charter. The activities and affairs of the Chapter may not conflict with the Charter or with the Bylaws, Articles of Organization or any policy of ISC2 applicable to Chapters, each as in effect from time to time. Notwithstanding the foregoing, the Chapter shall have no obligation to take or not to take any action that would violate any law, rule or regulation applicable to it, including laws and regulations relating to the tax status of the parent corporation.
SECTION 2.
Name, Purpose, Location, and Fiscal Year.
2.1. Name. The name of this Chapter shall be as set forth in these bylaws.
2.2. Purpose. The purpose of this Chapter shall be to act as an approved Chapter of ISC2 and in such capacity promote an interest in the information security field and otherwise support the mission of ISC2. In furtherance of such purpose, the Chapter shall carry out activities appropriate to its legal and tax status and in compliance with the Chapter’s Affiliation Agreement with ISC2.
2.3 Location. The principal office of the Chapter is in the Tulsa metro and shall initially be located at the place set forth in the Articles of Incorporation of the parent corporation. The Chartering Member may change the location of the principal office in the Tulsa metro effective upon update with the Secretary of State. The Chapter will operate primarily within the Tulsa metro area, meeting at locations established by the Chapter Leadership Committee.
2.4 Fiscal Year. The fiscal year of the Chapter shall end on December 31st in each year unless the Chapter Leadership Committee change the fiscal year by ratifying these bylaws.
SECTION 3.
Members
3.1. Qualification. The membership shall consist of individuals interested in the information security field and are current on their annual dues with the Chapter and maintain an active ISC2 certification. Applicants for membership must hold a current ISC2 certification.
3.2. Voting Rights. Voting rights in the Chapter shall be vested solely in the members in good standing. A suspended or revoked member is not a member in good standing for purposes of these Bylaws. All member votes count as a single and equal vote for purposes of Chapter business. The Chapter Leadership Committee can cast a tie breaking vote if required to satisfy a majority.
3.3. Classes and Good Standing. The Chapter 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 their Chapter dues payments and have a current active ISC2 certification. Membership may be revoked by either failing to maintain an active ISC2 certification or by failure to pay annual membership dues to this Chapter. The Chartering member shall always be considered a member in good standing which cannot be revoked without dissolution of these bylaws.
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 Leadership Committee shall annually establish the dues requirement necessary to maintain membership in the Chapter. Any change in the dues shall be ratified by a majority vote of the membership at the annual meeting of the members. Dues shall be payable in full beginning in January of each year. No member whose dues have not been paid for the current year may vote at any meeting of the Chapter or otherwise receive any member benefit from the Chapter. 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 Leadership Committee upon receipt of his or her application, payment of dues owed.
3.6. Annual Meeting. There shall be held an annual meeting of members for the purpose of electing the Chapter Leadership Committee of the Chapter and to consider 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 Leadership Committee. 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 Tulsa metro and at such times as the Leadership Committee may determine.
3.8 Special Meetings. Special meetings of the members may be called by the President or the Leadership Committee, and shall be announced by the Secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by any Leadership Committee member.
3.9 Notice. Except as otherwise required by law or the Articles of Incorporation, notice of the time and place of each meeting of the members shall be posted online, via LinkedIn and/or the website isc2tulsa.org, at least seven (7) days before the meeting, or by electronic transmission to the member’s receiving number or email address as it appears in the records of the Chapter 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 under any provision of law, the Articles of Incorporation 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 purposes of the meeting, unless otherwise required by law, the articles of organization or these Bylaws.
3.10. Quorum. At any meeting of the members, 51% of members in good standing (whether present in person, virtually, or duly represented by proxy) and entitled to vote on the action proposed at the meeting shall constitute a quorum, except where a larger quorum is required by law, by the Articles of Incorporation 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, virtually, or voting by proxy shall be necessary and sufficient for the election of Leadership Committee members and a majority of the votes properly cast by members present in person, virtually, 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
Chapter Leadership Committee
4.1. Powers. The affairs of the Chapter shall be managed by the Chapter Leadership Committee who shall have and may exercise all the powers of the Chapter, except those powers reserved to the members by law. These Bylaws can be ratified by the Chapter Leadership Committee with approval of the Chartering member.
4.2. Number, Election and Qualification. The Chapter Leadership Committee shall consist of a minimum of 4 Chapter Leadership Committee members duly elected by voting members at the annual meeting; provided, that at any special or regular meeting the members may increase the number of Chapter Leadership Committee members and elect new Chapter Leadership Committee members to complete the number so fixed, or they may decrease the number of Chapter Leadership Committee members, but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more Chapter Leadership Committee member. All Chapter Leadership Committee members must be a general Chapter member in good standing with ISC2, and the Chapter.
4.3. Term of Office. Each Chapter Leadership Committee member shall be elected to serve up to 12 months, 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. Any Chapter Leadership Committee member elected off cycle will serve until the following annual meeting whereby a new election will be held.
4.4. Nominating of Leadership Committee. Members must self-nominate for Leadership Committee roles. The role of candidacy, candidate’s name, and a self-created profile shall be included in the notice calling the annual meeting at least 7 days prior to the meeting.
4.5. Annual Meeting, Regular Meetings. The Chapter Leadership Committee members shall meet annually immediately following the annual meeting of the members. Regular meetings of the Chapter Leadership Committee, at least quarterly, may be held at such places and at such times as the Chapter Leadership Committee may determine.
4.6. Special Meetings. Special meetings of the Chapter Leadership Committee members may be held at any time and at any place when called by the President, Chartering member or by two or more Chapter Leadership Committee members.
4.7. Notice of Meetings. Notice of the time and place of each meeting of the Chapter Leadership Committee shall be given to each Chapter Leadership Committee member by email or text message at least five (5) days before the meeting. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles of Incorporation or these Bylaws.
4.8. Quorum. At any meeting of the Chapter Leadership Committee members and subject to Section 8.2 hereof, a majority of Chapter Leadership Committee members 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.
4.9. Action by Vote. When a quorum is present at any meeting, a majority of the Chapter Leadership Committee members present and voting shall decide any questions, unless otherwise provided by law, the Articles of Incorporation, or these Bylaws. Proxy voting by members is not permitted.
4.10. Action by Writing. Any action required or permitted to be taken at any meeting of the Chapter Leadership Committee members may be taken without a meeting of the Chapter Leadership Committee members if a majority of the Chapter Leadership Committee members consent to the action in writing, physical or digital, and the written consents are filed with the records of the meeting and its outcomes. Such consents shall be treated for all purposes as a vote at a meeting.
4.11. Presence Through Communications Equipment. Chapter Leadership Committee members may participate in a meeting of such board by means of a conference telephone, internet chat, text or video, or similar communications methods by means of which all persons participating in the meeting can hear, see or read each other’s messages at the same, or near same time, and participation by such means shall constitute presence in person at a meeting.
SECTION 5.
Chapter Leadership Committee and Agents.
5.1. Number and Qualification. The minimum Chapter Leadership Committee members shall be a President, Treasurer, Secretary, and Membership chair, and such other designated officers, if any, as the Chapter Leadership Committee members may determine. A Leadership Committee member must be in good standing as a member of the Chapter and as a member of ISC2. All Chapter Leadership Committee members must be a resident of the Tulsa metro.
5.2. Election. The President, Treasurer, Secretary, and Membership chair shall be elected at the annual meeting of members. Other Chapter Leadership Committee members, if any, shall be elected by the members at any duly called meeting. Agents shall be selected by the Chapter Leadership Committee member and act as a delegate of the Chapter Leadership Committee member performing duties within the scope of the elected Chapter Leadership Committee member.
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. Every Chapter Leadership Committee member shall be entitled to serve no more than 12 months consecutively without being re-elected. Any Agent shall retain his or her authority only at the pleasure and tenure of the assigning Chapter Leadership Committee member.
5.4. Committees. The Chapter Leadership Committee 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 Chapter Leadership Committee are delegated shall consist solely of Chapter Leadership Committee members and agent. Unless the Chartering member otherwise determines, the Chapter Leadership Committee, if any, shall have the power to act on all matters requiring prompt action between meetings of the Chapter Leadership Committee. Unless the Chapter Leadership Committee otherwise designate, committees shall conduct their affairs in the same manner as is provided in these Bylaws for the Chapter Leadership Committee. The members of any committee shall remain in office at the pleasure of the Chapter Leadership Committee.
5.5. President. The President shall be chief executive officer of the Chapter and, subject to the Chartering member, shall have general charge and supervision of the affairs of the Chapter. The president shall preside at all meetings of the members and shall be chairman of the Leadership Committee. The President, with the support of the Secretary, shall have the obligation to report to the membership in writing, at least quarterly, regarding the activities of the Chapter during that quarter.
5.6. Treasurer. The Treasurer shall be the chief financial officer and the chief accounting officer of the Chapter. The treasurer shall receive all money, keep amount of the same, and on approval of the Chartering member make all proper disbursements. The Chapter’s accounts shall be audited at least quarterly by the Leadership Committee.
5.7. Secretary. The Secretary shall create and maintain records of Chapter meetings, elections and events. This includes creating minutes of all meetings and providing members with notice of meetings as set forth under these Bylaws. The secretary shall be in charge of all correspondence of the Chapter and have such other duties as the president deems appropriate.
5.8. Membership Chair. The Membership chair shall assume all duties relating to membership, member notifications and membership record keeping. He or she shall also have the responsibility of notifying all members of election to Leadership Committee, and reporting meeting attendance to ISC2.
SECTION 6.
Resignations, Removals and Vacancies.
6.1. Resignations. Any member, Leadership Committee members or officer may resign at any time by delivering his or her resignation in writing to the President, the Secretary, the Chartering member or to the Chapter at its principal digital address. Such resignation shall be effective upon receipt unless specified to be effective at a later agreed upon time.
6.2. Removals. Except as otherwise set forth in this section, a member, Leadership Committee member, 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, Leadership Committee member or officer may be removed or suspended by the members, the member, Leadership Committee member 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, Leadership Committee members or officer who engages in conduct harmful to the interests of the Chapter may be removed or suspended by the Leadership Committee or Chartering member at any meeting and without providing notice or an opportunity to be heard by such person. Any Leadership Committee member who fails to attend 3 successive meetings of the Leadership Committee, or otherwise neglects his or her duties may be removed by a majority vote of the remaining Leadership Committee. A member, Leadership Committee member or officer who is removed or suspended by the Leadership Committee 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, Leadership Committee member, or officer resigning, and (except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the Chapter) no member, Leadership Committee member or officer removed, shall have any right to any compensation as such member, Leadership Committee member 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 Leadership Committee, or in the case of a removal, the body taking action on the removal, shall in their or its discretion provide for compensation.
6.4. Vacancies. Any vacancy in Leadership Committee members, including a vacancy resulting from the enlargement of the Leadership Committee, may be filled by a member or, in the absence of member action to fill a vacancy in, the Chartering member. The members shall elect a successor if any of the offices of President, Treasurer, Secretary or Membership chair becomes vacant. 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 Leadership Committee 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 Leadership Committee 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 Chapter shall be signed by the President, the Chartering member and/or by the Treasurer. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the Chapter by the President or the Chartering member and the Treasurer, who may be one and the same person, shall be binding on the Chapter in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the Articles of Incorporation, Bylaws, resolutions or votes of the Chapter.
7.2 Receipt and Disbursement of Funds. The Chartering member may designate such other Leadership Committee members 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 Chapter 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 Chapter may be deposited in such bank or banks as the President or Chartering member may from time to time designate or with such other Chapters, firms, or individuals as the Chartering member 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, chat, email or other electronic means of written communication.
SECTION 8.
Compensation, Conflicts of Interest and Personal Liability
8.1. Compensation. Members, Chapter Leadership Committee members and Agents shall not be compensated for serving as such, and shall not be precluded from serving the Chapter in any other capacity and receiving compensation for any such services; provided, that the same shall not place any tax exemption obtained by the Chapter at risk. Any compensation must be approved by a vote of the Leadership Committee and the Chartering member.
8.2. Conflicts of Interest. The Chapter Leadership Committee and officers of the Chapter owe a fiduciary duty to the Chapter to act in good faith and in a manner that they reasonably believe to be in the Chapter’s best interests. This duty of loyalty requires the Chapter’s Leadership Committee members to exercise independent judgment on behalf of the Chapter, placing the Chapter’s best interests ahead of personal interests. In furtherance of this fiduciary responsibility, the Chapter shall have and comply with a conflict of interest policy, provided, that such policy shall require Chapter Leadership Committee members, officers, and key employees to disclose any personal financial interest in a transaction being considered by the Chapter, and that unless the Chapter Leadership Committee determines that such personal financial interest is immaterial, such Chapter Leadership Committee member, 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 Chapter Leadership Committee, this provision shall serve, and hereby does serve, as the Conflict of Interest Policy of the Chapter. The Chapter’s Conflict of Interest Policy may, for purposes of consideration by independent Leadership Committee members 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, Chapter Leadership Committee and officers of the chapter shall not be liable for any debt, liability or obligation of the Chapter. All persons, Chapters or other entities extending credit to, contracting with, or having any claim against, the Chapter 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 Chapter.
SECTION 9.
Indemnification of Chapter Leadership Committee, Officers and Employees
The Chapter shall to the extent legally permissible and consistent with the Chapter’s tax exempt status and with the Employee Retirement Income Security Act of 1974, as amended, indemnify each of its present and former Chapter Leadership Committee members and officers and any person who serves or has served, at the Chapter’s request, as a Chapter Leadership Committee member, 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 Chapter, 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 Chartering member, the Chapter may to the extent legally permissible and consistent with the Chapter’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 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 Chapter, 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 affected, indemnification may be had, but only if such settlement or compromise and such indemnification are approved:
by a majority vote of a quorum consisting of disinterested members of the Chapter Leadership Committee;
if such a quorum cannot be obtained, then by a majority vote of a committee of the Chapter Leadership Committee consisting of all the disinterested Chapter Leadership Committee members;
if there are not two or more disinterested Chapter Leadership Committee members in office, then by a majority of the Leadership Committee then in office and the Chartering member, provided they have obtained a written finding by special independent legal counsel appointed by a majority of the Chapter Leadership Committee 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 Chapter (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
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 Chapter’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 Chapter or any other person.
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 Chapter Leadership Committee, Chartering member, 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, the Articles of Incorporation 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 Chapter Leadership Committee, 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 Chapter Leadership Committee of any Bylaw, notice thereof stating the substance of such change shall be given to all members or made publicly available on the standard Chapter communication channels. Any Bylaw so altered, amended or repealed by the Chapter Leadership Committee may be further altered or amended or reinstated by the members in the above manner.
Adopted: August 17th, 2023