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Bylaws Of The Los Angeles / Southern California Chapter Of The Cloud Security Alliance

Contents

ARTICLE I – NAME.. 1

ARTICLE II – PURPOSE AND OBJECTIVES.. 1

ARTICLE III – MEMBERSHIP.. 2

ARTICLE IV – BOARD OF DIRECTORS.. 2

ARTICLE V – ELECTIONS.. 4

ARTICLE VI – MEETINGS.. 5

ARTICLE VII – FINANCIAL ADMINISTRATION.. 6

ARTICLE VIII – LIMITATIONS OF LIABILITY.. 6

ARTICLE IX – HEADQUARTERS.. 7

ARTICLE X – AMENDMENTS TO THE BYLAWS.. 7

 

ARTICLE I – NAME

The name of this organization is the Cloud Security Alliance – LA/SoCal Chapter, hereinafter referred to as “CSA-LA/SoCal”. The Board of Directors of CSA-LA/SoCal shall hereinafter be referred to as “the Board”.

 

ARTICLE II – PURPOSE AND OBJECTIVES

SECTION 1. The primary purpose of CSA-LA/SoCal is to promote the education of its members for the improvement and development of their capabilities relating to the security of cloud based computing, pursuant to Section 501 (c) (6) of the 1954 Internal Revenue Code.  More specifically, the objectives of the Chapter are to:

  • Promote the education and help expand the knowledge and skills of its members in the interrelated fields of information systems security and information / data processing.
  • Encourage a free exchange of information security techniques, approaches, and problem solving by its members.
  • Provide adequate communication to keep members abreast of current events in information security and processing, which can be beneficial to them and their employers.
  • Communicate to management and systems and information processing professionals the importance of establishing controls necessary to ensure the secure organization and utilization of information processing resources.

 

ARTICLE III – MEMBERSHIP

SECTION 1. Membership in CSA-LA/SoCal is based upon the member’s having an interest or active involvement in cloud computing or information systems security in the educational, private, or public sector.

SECTION 2. Membership is tracked by number of people that are members of the

SECTION 3. Meeting attendance is tracked by number of people that RSVP to attend on the web-based meeting site.

 

ARTICLE IV – BOARD OF DIRECTORS

SECTION 1. The Board shall consist of at least five of the following positions:

  • President
  • Secretary
  • Communications Director
  • Education Director
  • Finance Director
  • Meeting Director
  • Membership Director
  • Technology Director
  • Presentation Director
  • Project Director
  • Vendor Director

SECTION 1a. The President is the Chief Executive of CSA-LA/SoCal and shall preside with the advice and consent of the Board. The President is responsible for providing leadership to the Board, volunteers, and CSA-LA/SoCal membership. The President presides at all Chapter and Board meetings. The President also has the power to call special meetings, and casts the deciding vote in case of tied decisions of the Board.

SECTION 1b. The Secretary shall record and keep records minutes of all meetings and perform monthly bank reconciliation. At the end of the annual election meeting the Secretary receives the election results from the Nominating Committee, and then announces these results to CSA-LA/SoCal. The Secretary is responsible for managing the process of amending these bylaws as described in Article X. At the direction of the Board, the Secretary shall perform other Chapter tasks.

SECTION 1c. The Communications Director shall ensure consistent Chapter communications and promote the Chapter on its membership and social networking sites. This also includes approving any press releases or articles that are published on behalf of CSA-LA/SoCal.

SECTION 1d. The Education Director shall identify information security programs and courses of advantage to the Chapter membership; develop, recommend, or partner with organizations to provide educational opportunities; and coordinate educational activities. The Education Director shall also recommend and coordinate partnerships with various institutions and organizational groups to enhance CSA-LA/SoCal’s role within the wider community.

SECTION 1e. The Finance Director (Treasurer) shall manage the finances, checkbook, and petty cash; write checks; and collect other monies or articles of value belonging to CSA-LA/SoCal. The Treasurer shall keep an accurate accounting of all receipts, expenditures, and deposits (electronic or otherwise). The Treasurer shall report on Chapter financials at the monthly Board meetings upon request. The Treasurer shall also be the official CSA-LA/SoCal point-of-contact with CSA-LA/SoCal’s accountant, attorney, and with CSA’s corporate controller. The Treasurer shall manage all financial forms, applications, contracts, and other financial paperwork, including credit card forms.

SECTION 1f. The Meeting Director shall arrange the meeting location(s), parking, and room facilities (such as computer projection equipment and Internet access). The Meeting Director will coordinate with meeting sponsor(s) to arrange for refreshments.

SECTION 1g. The Membership Director shall maintain an email list of current CSA-LA/SoCal members and others who express interest in CSA-LA/SoCal’s activities. The Membership Director shall perform outreach at security events and also develop programs to solicit new members, retain existing members, and increase participation from all.

SECTION 1h. The Presentation Director shall oversee programming activities of CSA-LA/SoCal related to monthly meetings and is responsible for developing and distributing correspondence to members for these monthly meetings. The Presentation Director shall be the official CSA-LA/SoCal point-of-contact to venues where monthly meetings are held. The Presentation Director shall be responsible for identifying topics of interest to the members and working with other Board members to select speakers to address these topics. The Presentation Director is responsible for vetting the selected speakers.

SECTION 1i. The Project Director shall oversee and plan activities related to CSA-LA/SoCal area of focus.

SECTION 1i. The Technology Director shall research, develop, implement, and maintain the CSA-LA/SoCal website and other technology-based activities as identified by the Board.

SECTION 1j. The Vendor Director shall be the main point of contact with vendors, maintain a vendor contact list, obtain vendor sponsorship at Chapter meetings and events, and coordinate sponsorship opportunities with the Treasurer.

SECTION 2. Other Board member positions may be created through majority vote by the Board as needed to maintain the operations of CSA-LA/SoCal.

SECTION 3. The Board shall meet quarterly or at the direction of the President.

SECTION 4. The Board shall manage the business of CSA-LA/SoCal. A Board quorum for business shall consist of a majority of Board members.

SECTION 5. The Board may, at its discretion, establish or disestablish special committees or other special positions for various purposes as required.

SECTION 6. A vacancy in any Board position may be filled for the unexpired portion of the term by appointment by the President, subject to the approval of a majority of the remaining Board members.

SECTION 7. A CSA-LA/SoCal member or Board member may be removed by a unanimous vote of the other Board members whenever, in their judgment, the best interests of the organization will be served thereby. However, such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer, agent, or director shall not of itself create contract rights, and such appointment shall be terminable at will.

SECTION 8. On a motion and second from the membership at a general meeting, a Board member may be brought before CSA-LA/SoCal for malfeasance of duty. The entire current membership shall be notified, and the Board member in question shall be given an opportunity to present a defense to CSA-LA/SoCal membership. A two-thirds majority of votes cast shall be required to remove a Board member. There must be least 30 days, and no more than 45 days, between the notification of the membership and the vote on the issue.

 

ARTICLE V – ELECTIONS

SECTION 1. Board elections shall be held at the January general meeting unless a majority of the Board votes to change the date. In no event may the election meeting be held less than eleven, nor more than thirteen, months after the preceding Board election. The Board is required to notify the membership of the upcoming election no less than three months before it is held.

SECTION 2. The Board shall be elected by popular vote of all members in attendance at the annual election meeting. Each general member in good standing is entitled to one vote.

SECTION 3. The Nominating Committee shall consist of at least two members in good standing as selected by the Board at a meeting two months before the elections. Members in good standing may volunteer for this function.

SECTION 4. Members may be nominated for the Board at the October, November, or December general meetings. Members may nominate themselves for a Board position.

SECTION 5. To be eligible for a position on the Board of CSA-LA/SoCal, a member must meet these requirements:

  • Must have been present at a minimum of five CSA-LA/SoCal monthly meetings dating from the last election.
  • Must be willing and able to devote an average of 2 hours per week toward chapter activities.

SECTION 6. Attendance at annual conferences sponsored by CSA-LA/SoCal counts toward the attendance quota, as does attendance at Board meetings.

SECTION 7. The Nominating Committee Chairman shall prepare and distribute election ballots at the annual election meeting.

SECTION 8. The Nominating Committee shall count the votes that are received and provide the results to the Secretary. Election results shall be announced to the membership by the Secretary at the end of the annual election meeting.

SECTION 9. In the event of a tied vote, the tied candidates may, at their choice, make an agreement as to which one of them will take the position. If they are not willing to do this, further votes will be held until one candidate either wins or withdraws.

SECTION 10. The term of office shall consist of one year commencing at the conclusion of the annual election meeting, excepting as provided for in section 1 of this article.

 

ARTICLE VI – MEETINGS

SECTION 1. The regular monthly meeting of CSA-LA/SoCal shall be held once each calendar month during ten months per year, at a time and location chosen by the Board.

SECTION 2. The Board may call special meetings at any time upon ten days written or email notice to all CSA-LA/SoCal members.

SECTION 3. At all meetings, a minimum of fifteen (15) members in attendance shall constitute a quorum for the transaction of business.

 

ARTICLE VII – FINANCIAL ADMINISTRATION

SECTION 1. Bank accounts in the name of CSA-LA/SoCal shall be established and maintained as directed by a majority vote of the Board.

SECTION 2. At the July general meeting of each year, the Board shall appoint a Financial Review Committee consisting of two members in good standing. These individuals shall not be members of the Board. The Financial Review Committee shall examine all financial records of CSA-LA/SoCal and provide a report of its findings and recommendations to the membership at the November meeting. This report shall be in writing, and shall be maintained as part of the permanent records of CSA-LA/SoCal.

SECTION 3. If CSA-LA/SoCal chose to cease, any funds that remain in the bank account would first be used to satisfy any expense reimbursements, debts and any pro-rated refunds due to sponsors.  Any remaining funds would be used toward the chapter focus or transferred to CSA Corporate.

 

ARTICLE VIII – LIMITATIONS OF LIABILITY

SECTION 1. CSA-LA/SoCal shall be fully and solely responsible for its own legal and financial affairs, and shall hold harmless CSA Corporate by reason of their affiliation, from any lawsuits, damages, other expenses, or liabilities arising out of the activities of CSA-LA/SoCal. If deemed necessary by the Board, CSA-LA/SoCal shall maintain liability insurance, and Directors insurance, and Officers insurance, and review and renew the coverage annually.

SECTION 2. CSA-LA/SoCal is not responsible, or liable, for any lawsuits, damages, other expenses, or liabilities arising out of the activities of CSA Corporate or other CSA chapters.

SECTION 3. Should it ever become necessary, dissolution of CSA-LA/SoCal would require majority decision of the Board and all remaining, active members.  Such a vote would need to be announced at least one month in advance.

 

ARTICLE IX – HEADQUARTERS

SECTION 1. The Headquarters of CSA-LA/SoCal shall be located in the State of California, at an address designated by the Board.

 

ARTICLE X – AMENDMENTS TO THE BYLAWS

SECTION 1. These bylaws may be amended, repealed, or added to in the following manner only:

  • Ten percent of the members of CSA-LA/SoCal, or a minimum of three of the members of the Board 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.
  • The Secretary shall present such proposed amendment, repeal, or addition at the next regular meeting of the Board, and shall incorporate in the notice of that meeting a statement that such proposed amendment, repeal, or addition will be considered. No such proposed amendment, repeal, or addition shall be considered at any meeting of the Board unless such notice has been given to each member of the Board not less than twenty (20) days prior to the meeting.
  • At the meeting of the Board, the proposed amendment, repeal, or addition to the bylaws shall be considered and voted upon by the Board members present. If, at the meeting with a Board quorum being present, a majority of the Board members votes in favor of such amendment, repeal, or addition, it shall be submitted to the general membership for approval.
  • Amendments, repeals, or additions to these Bylaws that have been approved by the Board shall be presented to the membership for ratification. Notification of the membership shall consist of, at a minimum, posting the bylaw changes on the CSA-LA/SoCal website and notifying the membership by email twice, at an interval of no less than seven days and no more than fourteen days.
  • At least 20 days must pass between the second announcement and the membership vote, to allow for membership comment.
  • For an amendment, repeal, or addition of these bylaws to become effective, it shall be approved by a majority of the members present at the next monthly meeting.
  • Changes to these bylaws shall become effective on the day after they are approved by a majority of the membership present at the general meeting at which the bylaws are voted upon. Changes to bylaws shall be entered into the bylaws by the Secretary as soon as possible after they are approved, and the revised bylaws posted on the CSA-LA/SoCal website.

 

APPROVED ON THIS DAY 15th OF DECEMBER 2014 AT LOS ANGELES, CALIFORNIA

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