Society of Information Risk Analysts

Amended and Restated Bylaws adopted by the Board of Directors on November 17, 2021

Bylaws of the Society

Per the Articles of Incorporation (the Articles) of the Society of Information Risk Analysts (the Society), the Board of Directors (the Board) shall have the power to make and adopt, or to amend, rescind, alter or repeal, the Bylaws. The Bylaws may contain any provision for the regulation and management of the affairs of the Society not inconsistent with law or the Articles.

1. Offices

a. Offices

The principal office of the Society in the State of Minnesota shall be located in the County of Ramsey. The Society may have such other offices, either within or without the State of Minnesota, as the Board may designate or as the business of the Society may require from time to time.

2. Charter

a. Vision

Our vision is to see the full maturation and mainstream acceptance of Information Risk Management (IRM) as a discipline and profession through:

● Becoming the recognized authority on IRM in industry by groups and individuals;

● Developing, maintaining, and disseminating pragmatic, realistic, implementable evidence-based IRM practices and methodologies; and

● Becoming the standard of care for IRM practices and methodologies.

b. Mission Statement

The Society of Information Risk Analysts is dedicated to continually improving the practice of information risk analysis. We endeavor to do this by supporting the collaborative efforts of our members through research, knowledge sharing, and member-driven education.

c. Values

● EQUALITY: The whole of the Society will always be greater than the sum of its parts; we value, above all else, the active and equal participation of our members.

● INNOVATION: The Society encourages and supports innovation/experiments for analysis of information technology risks.

● GLOBAL: Anyone around the world is encouraged to participate in the Society community.

● INTEGRITY: The Society is an honest, truthful, vendor-agnostic and global community.

3. Board

a. General Powers and Authority

The business and affairs of the Society shall be managed by the Board.

b. Number, Tenure, and Qualifications

The number of directors of the Society shall be no less than five and no more than ten. Each director shall hold office for a full term unless duly removed as prescribed in these Bylaws.

Candidates for all Board positions must be members of the Society in good standing.

Candidates for President must have completed one or more prior term(s) as a director of SIRA or similar non-profit organizations.

c. Board Composition

The Board shall include at minimum the following officer roles: President, Vice President, Treasurer, and Secretary. Additional elected directors are considered directors-at-large and will hold roles designed and designated according to the goals of the Board. No officer or director shall hold more than one Board role at any given time. The immediate Past President will automatically be appointed to an at-large board role for one term.

At the discretion of the Board, additional appointed non-Board roles may be created to supplement task execution.

i. President

Accountable for the performance of the Society in achieving its mission. The President provides leadership to the Board, leads strategic planning, helps guide and mediate Board actions with respect to organizational priorities and governance concerns, monitors financial planning and financial reports, plays a leading role in fundraising activities, formally evaluates the performance and effectiveness of the board organization annually (in a report out to the membership). Finally, the President also performs other responsibilities assigned by the Board.

The President also acts as the Board Chair. This role shall be the principal executive officer of the Society and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Society. He or she shall, when present, preside at all meetings of the Board, unless otherwise delegated. She or he may sign, with the Secretary or any other proper officer of the Society thereunto authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Society, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Board Chair and such other duties as may be prescribed by the Board from time to time.

ii. Vice President

Performs President responsibilities when the President is not able, works closely with President and other directors, participates closely with the President to develop and implement officer transition plans, creates and delivers formal communication between the board and members (about board activity, Society events and any other news), performs other responsibilities as assigned by the President or the Board. The Vice President may also be called upon to coordinate projects between the Board and assigned roles/chairpersons.

iii. Secretary

Performs custodial tasks for all corporate records, manages minutes of board meetings and ensures minutes are distributed shortly after each meeting. The Secretary also: solicits and collects written reports from directors prior to board meetings, distributes the meeting agenda, is sufficiently familiar with legal documents (articles, by-laws, IRS letters, etc.) to note applicability during meetings. The Secretary shall also keep a register of the post office address of each director which shall be furnished to the Secretary by such director(s).

iv. Treasurer

Manages finances of the organization, administrator for fiscal matters of the organization, provides an annual budget to the board for approval, and ensures development and board review of financial policies and procedures.

v. At-large Elected Board positions (examples)

1. Research Director

Coordinates member-led research efforts and special interest groups. May organize research discussions using electronic collaboration tools.

2. Membership Director

Leads membership drives and projects designed to increase member engagement. Regularly connects with members to understand where the organization may add greater benefit. Maintains a current list of members (paid/official, and unpaid/organic).

3. Program Director

Leads content development activities and facilitates distribution among membership. May work with appointed roles focused on organizing specific publications or events. Typically responsible for program schedule and content/speaker selection.

4. Director of Business Development

Oversees and coordinates the execution of all Society events including speaker solicitation, handling, coordination and logistical arrangements.

vi. Responsibilities of Directors (Elected and Appointed roles)

Directors will regularly attend Board meetings. All directors will volunteer for and willingly accept assignments, complete assignments thoroughly and on-time, stay informed about committee matters, prepare themselves well for meetings, and review/comment on minutes and reports. In addition the directors will endeavor to get to know other committee members and build a collegial working relationship that contributes to consensus. Further, directors will actively participate in the committee’s annual evaluating and planning efforts, and support/participate in fundraising and membership drives for the organization.

d. Election and Term of Office

Each director will serve for a term of two years. Directors will review the charter, the Bylaws, and discuss the slate of projects for the year at their first meeting following the election. The roles of the directors shall be determined by the Board within the first month following the election. Each officer shall hold that role until the next election has been completed.

e. Resignation

Resignations are effective upon receipt by the Secretary of the Board of a written notification.

f. Removal

Any officer, contractor, member, or director may be removed by a unanimous vote of the Board whenever, in its judgment, the best interests of the Society will be served thereby, but 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.

g. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a quorum of the Board for the unexpired portion of the term.

h. Election of Directors

The members will elect directors at a meeting designated by the Board as the Society’s annual meeting. Vacancies in the Board will be filled by the Board as stated in Section 3(p) below rather than by a vote of the members.

i. Regular Meetings

The Board shall have regular meetings at least monthly. Meetings shall be at such dates, times, and places as the Board shall determine. Attendance by directors is required at no less than 8 of the 12 meetings per year (1 per month). At least one Board meeting during a year will be organized as an in-person event.

j. Special Meetings

Special meetings of the Board may be called by or at the request of the Board Chair or any two directors. The person or persons authorized to call special meetings of the Board may fix the place for holding any special meeting of the Board called by them.

k. Notice of Special Meetings

A special meeting may be called by the Board Chair or at the request of any two (2) directors by notice not less than one week before such meetings. Any directors may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

l. Quorum

A majority of the number of elected and acting directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. All decisions will be made by the majority vote of those present at a meeting at which a quorum is present. If a Board vote results in a split decision, the Board Chair, if present at the meeting, can decide the issue.

m. Participation in Meeting by Conference Telephone

Directors may participate in a meeting through the use of a virtual conference or similar communication solution, so long as members participating in such meetings can hear one another. A quorum must be maintained at all times during the meeting or the meeting will not continue.

n. Manner of Acting

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

o. Action Without a Meeting

Any action that may be taken by the Board at a meeting may be taken without a meeting if consent in writing, setting forth the action so to be taken, shall be agreed to before such action by a majority of the directors. Such consent can be provided by Board-approved electronic means, as long as any decisions made through these means are reviewed and recorded in the following Board meeting.

p. Vacancies

If the role of President becomes vacant, the Vice President will assume the role of President, vacating the Vice President role (to be filled). Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board, unless otherwise provided by law. If there is an equal number of affirmative and negative votes, then the ultimate determination shall be made by the then-sitting President. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board for a term of office continuing only until the next election of directors by the directors.

q. Employment

No paid employee can serve on the Board or in the role of officers while they are employed in a paid position by the Society.

r. Compensation and Reimbursement

Directors shall serve without compensation with the exception of reimbursed expenses. Reimbursement is allowed for expenses incurred in the furtherance of the Society's business with documentation and prior approval from board quorum.

s. Presumption of Assent

A director of the Society who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless he shall file their written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent to the Secretary of the Society immediately after the adjournment of the meeting. Such right to dissent shall not apply to any director who voted in favor of such action.

4. Members

a. Membership Qualifications

Membership is granted to any individual that supports the mission and purposes of the Society, and who pays the annual dues as set by the Board or is approved by the Board as having provided a benefit to the organization deserving of membership.

b. Termination of Membership

The Board, by an affirmative vote of a quorum of the Board, may suspend or expel a member, and may, by a majority vote of those present at any regularly constituted meeting, terminate, suspend or expel the membership of any member who becomes ineligible for membership.

c. Resignation

Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.

e. Dues

The Board may establish dues for membership.

f. Voting

Members’ voting rights are limited to electing directors of the Society. Members will elect directors by the affirmative vote of a majority of the members voting.

h. Remote Communications for Member Meetings

Members may participate in a meeting through the use of a virtual conference or similar communication solution, so long as members participating in such meetings can hear one another.

5. Advisory Boards, Committees, And Local Chapters

a. Establishment

The Board may, by resolution adopted by a majority of the directors, establish one or more advisory boards or committees. Committees will be held according to all tenets of these Bylaws.

b. Local Chapters

A local Society chapter may establish smaller, local chapters within the geographical boundary of a chapter, such as country or a city. The bylaws of a chapter must not contain anything that is at variance with the expressed purposes of the Society or with the Society Bylaws, and must be approved as specified by the Society Board before becoming effective. A chapter may not change its bylaws, its name, or its boundaries without approval as specified by the Society. Chapter bylaws may be produced in the native language of a nation, but must be translated into English for submission to the Society.

The Society may, by an affirmative vote of a majority of the directors, suspend or annul a chapter if, in the judgment of the Board, such action is in the best interests of the Society.

6. Indemnity

Subject to the limitations in this Section 6, the Society provides indemnification to directors, officers, and employees as required by Minnesota Statutes Chapter 317A (currently in Section 317A.521). Pursuant to Section 317A.521 Subd. 4, in addition to other applicable limitations, the Society’s duty to provide indemnification or advances of expenses will be limited to providing insurance to cover the Society’s duty unless the Board determines the Society will provide indemnification or advances of expenses apart from coverage provided by insurance. The Board will decide whether and how the Society will provide insurance based on the availability, coverage, and cost of insurance, and other factors the Board deems relevant. In an action by the Board to provide indemnification or advances of expenses apart from coverage provided by insurance, Board action will be by a majority of a quorum and directors who are at the time parties to the proceeding will not be counted for determining a majority or the presence of a quorum.

7. Conflicts Of Interest

a. Conflict defined

A conflict of interest may exist when any director, officer, or staff member may be seen as having interests that are adverse to the interests of the Society.

Prior to any vote of the Board, a conflict of interest statement shall be made by any director who is aware of any potential conflicts of interest to ensure that all parties are aware of any such conflicts.

b. Disclosure required

Any conflict of interest shall be disclosed to the Board by the person concerned. When any conflict of interest is relevant to a matter requiring action by the Board, the interested person shall call it to the attention of the Board or its appropriate committee and such person shall not vote on the matter; provided, however, any director disclosing a possible conflict of interest may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof.

c. Absence from discussion

The person having the conflict shall not participate in the decision regarding the matter under consideration.

d. Minutes

The minutes of the meeting of the Board or committee shall reflect that the conflict of interest was disclosed and that the interested person did not vote. When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board or its committee, excluding the vote of the person concerning whose situation the doubt has arisen.

e. Annual review

A copy of this conflict of interest statement shall be furnished to each director, officer, and staff member who is presently serving the Board of the Society, or who may hereafter become associated with the Society. This policy shall be reviewed periodically for the information and guidance of directors, officers, and staff members. Any new directors, officers, or staff members shall be advised of this policy upon undertaking the duties of such office.

8. Contracts And Financial Administration

a. Fiscal Year

The fiscal year of the Society shall be January 1-December 31 but may be changed by resolution of the Board.

b. Contracts

The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances. This authorization must be in writing (electronic communication is acceptable) in the minutes of any meeting that provides such limited authority.

c. Loans

No loans shall be contracted on behalf of the Society and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board.

Such authority may be general or confined to specific instances.

d. Checks, Drafts, etc.

All checks, drafts, or other orders for the payment of money, notes, or other pieces of evidence of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board.

e. Deposits

All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board may select.

9. Books And Records

a. Books

Correct books of account of the activities and transactions of the Society shall be kept at the office of the Society and are available on-demand in hard or electronic copy.

b. Inspection of Records

Any member (individual or corporate) in good standing in accordance with the following may request records of the Society:

● A written request is required, but oral requests may be accepted when records are readily available.

● A request shall reasonably describe the record or records sought. Whenever possible a person requesting records should supply information regarding dates, file designations, or other information that may help to describe the records sought.

● A response shall be given regarding any request reasonably describing the record or records sought within five business days of receipt of the request.

● If a request pertains to records from a closed board meeting, only a list of attendees and a broad description of the subject discussed will be disclosed.

● Requests may be denied only if the records contain information that compromises the privacy, security, or safety of volunteers or members.

10. Amendment Of Bylaws

a. Amendments

These Bylaws may be amended by a majority vote of the directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all directors waive such notice, or by unanimous consent in writing without a meeting.