Society of Information Risk Analysts
February 21, 2012
The Board of Directors
Last revised March 23, 2014
Per the Articles of Incorporation of The Society of Information Risk Analysts, the Board of Directors shall have the power to make and adopt, or to amend, rescind, alter or repeal, any Bylaws of The Society. The Bylaws may contain any provision for the regulation and management of the affairs of The Society not inconsistent with law or the provisions of The Articles.
The principal office of the Society in the State of Minnesota shall be located in County of Dakota. The Society may have such other offices, either within or without the State of Minnesota, as the Board of Directors may designate or as the business of the Society may require from time to time.
The Society is an international professional organization dedicated to improving the practice of information risk analysis. The purpose of the organization is to facilitate member collaboration in the areas of research, knowledge sharing, discussion/debate, and professional/career development.
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.
Each Board will consist of seven elected directors. Each elected Board organization will designate elected directors to fill the following roles: President, Vice President, and Secretary. At the discretion of the board, additional roles (such as Research Director, Membership Director, Program Director, Director of Business Development) will be designed and designated according to the goals of the incoming board.
A Treasurer will be appointed by the Board. At the discretion of the board, additional appointed roles may be created to supplement task execution.
Appointed roles, including treasurer and project chairpersons, are non-voting roles. However, if in the course of an officially scheduled board proceeding, the Board has a quorum (at least 4 participants) but votes on a resolution are at a tie, an appointed role may cast the tie-breaking vote with the unanimous agreement of the Board members present.
Accountable for the performance of The Society in achieving its mission. The President provides leadership to the Board of Directors, 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 Chairman of the Board. This role shall be the principal executive officer of The Society and, subject to the control of the Board of Directors, 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 of Directors, unless otherwise delegated. She or he may sign, with the Secretary or any other proper officer of The Society thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors 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 Chairman of the Board and such other duties as may be prescribed by the Board of Directors from time to time.
Performs President responsibilities when the President is not able, works closely with President and other Board Members, 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.
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 board members 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).
Manages finances of the organization, administrator for fiscal matters of the organization, provides annual budget to the board for member’s approval and ensures development and board review of financial policies and procedures.
Coordinates member-led research efforts and special interest groups. May organize research discussions via collaboration tools of the mailing list.
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).
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.
Oversees and coordinates the execution of all Society events including speaker solicitation, handling, coordination and logistical arrangements.
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 Board members will endeavor to get to know other committee members and build a collegial working relationship that contributes to consensus. Further, board members will actively participate in the committee’s annual evaluating and planning efforts, and support/participate in fundraising and membership drives for the organization.
Each Board member will serve for a term of 2 years. Board members will review the charter, bylaws, and discuss the slate of projects for the year at their first meeting following the election. The roles of the Board Members shall be determined by the Board of Directors within the first month following the election. Each officer shall hold that role until the next election has been completed.
Resignations are effective upon receipt by the Secretary of the Board of a written notification.
Any officer, contractor, member, or director may be removed by a unanimous vote of the Board of Directors 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.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a quorum of the Board of Directors for the unexpired portion of the term.
The business and affairs of The Society shall be managed by its Board of Directors.
The number of directors of The Society shall be no less than five and no more than seven. Each director shall hold office for two years unless duly removed as prescribed in these bylaws.
The Board of Directors shall have regular meetings at least monthly. Meetings shall be at such dates, times, and places as the Board shall determine. Attendance by board members is required at no less than 8 of the 12 meetings per year (1 per month). At least one of the Board meetings will be organized as an in-person event.
Special meetings of the Board of Directors may be called by or at the request of the Chairman or any two board members. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
A special meeting may be called by the Chairman or at the request of any two (2) Board members by notice not less 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.
A majority of the number of Directors fixed by Section 3.02 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. 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 majority vote of those present at a meeting at which a quorum is present. If a board of Directors vote results in a split decision, the Chairman of the Board, if present at the meeting, can decide the issue.
Members of the Board may participate in a meeting through use of conference telephone or similar communication equipment, so long as members participating in such meeting can hear one another. A quorum must be maintained at all times during the meeting or the meeting will not continue.
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 of Directors.
Any action that may be taken by the Board of Directors 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 electronic mail.
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 of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, 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 her or his 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 of Directors for a term of office continuing only until the next election of directors by the Directors.
No paid employee can serve on the board of directors or in the role of Officer while they are employed in a paid position by The Society.
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 with documentation and prior approval from board quorum.
A director of The Society who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his 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.
There shall be four classes of members: - Individual - Group - Unpaid/Complimentary, and - Unpaid/Organic.
Individual and Group memberships are paid. An annual rate for individuals is set by the Board of Directors and granted upon payment. Group rates, for 5 or more individuals coming from a particular organization, may be negotiated with the Membership director for no more than a 15% discount per membership on the individual rate. In some situations the Society may waive fees for an annual membership (for students, appointed roles, or other special circumstances), these cases will collected by a Director or chairperson and submitted to the Board for a vote of approval. Organic memberships are individuals who have signed-up for the SIRA mailing list, but have not purchased a paid (individual or group) membership. Benefits will be granted to members according to their membership class.
Membership may be granted to any individual or organization that supports the mission and purposes of The Society, and who pays the annual dues as set by the Board of Directors or is approved by the Board of Directors as having provided a benefit to the organization deserving of membership.
The Board of Directors, by affirmative vote of 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.
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.
The Board of Directors may establish dues for membership.
Each member shall be entitled to vote on designated matters. The affirmative vote of a majority of the members or by proxy shall be the act of the members as a whole unless a greater number of members is required by law or stated otherwise in these Bylaws.
The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more Advisory Boards or Committees. Committees will be held to the vision and purpose as outlined in Sections I.2 and I.3.
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 of Directors 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 chapter leader and local chapter board has to manage the local chapter according to the guidance and rules defined by the board. The Global Chapters Committee provides the support required by the local chapters to thrive and contribute to the overall mission and goals of The Society.
The Society may, by affirmative vote of a majority of the Board of Directors, suspend or annul a chapter if, in the judgment of the Board of Directors, such action is in the best interests of The Society.
The Society shall indemnify the Officers of The Society including International Board Members and Employees, or agents as follows:
A conflict of interest may exist when any director, officer, or staff member may be seen as having interests which are adverse to the interests of The Society.
Prior to any vote of the Board of Directors, a conflict of interest statement shall be made by any Board Member who is aware of any potential conflicts of interest to ensure that all parties are aware of any such conflicts.
Any conflict of interest shall be disclosed to the Board of Directors by the person concerned. When any conflict of interest is relevant to a matter requiring action by the Board of Directors, the interested person shall call it to the attention of the Board of Directors 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 of Directors or a committee thereof.
The person having the conflict shall not participate in the decision regarding the matter under consideration.
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 of Directors or its committee, excluding the vote of the person concerning whose situation the doubt has arisen.
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.
The fiscal year of The Society shall be January 1-December 31 but may be changed by resolution of the Board of Directors.
The Board of Directors 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.
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 of Directors.
Such authority may be general or confined to specific instances.
All checks, drafts or other orders for the payment of money, notes or other evidences 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 of Directors.
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 of Directors may select.
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.
A complete financial audit will be performed every 3 years by a third party, independent auditor.
These Bylaws may be amended by a majority vote of the Board of 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 members of the Board waive such notice, or by unanimous consent in writing without a meeting.