FW: [Owasp-chapters] OWASP Chapters

Tue May 11 10:21:41 EDT 2004

I think this is a great idea. I am sure we can simplify our Bylaws
somewhat. Anyone able to take a first stab at this ?

  _____  

From: Robert.L.Grill at wellsfargo.com
[mailto:Robert.L.Grill at wellsfargo.com] 
Sent: Monday, May 10, 2004 6:28 PM
To: Mark Curphey
Subject: RE: [Owasp-chapters] OWASP Chapters

Mark,

Here are the bylaws we use for the local chapter of ISACA.  This stuff
could be adapted to be used for OWASP.    Here is a link to more
documents you can use http://www.sfisaca.org/main/boardresources.htm.
Let me know if you need any other chapter organization type documents.
I will work on sponsors.  Don't be concerned about the ISACA references,
OWASP is separate, I just suggest leveraging off of their stuff.  No use
reinventing the wheel.

Bob

San Francisco Chapter Bylaws

INFORMATION SYSTEMS AUDIT AND CONTROL ASSOCIATION, INC.
SAN FRANCISCO CHAPTER

BY-LAWS
(As Amended MARCH 18, 2004)

ARTICLE I: GENERAL PROVISIONS

Section 1.01: Name

The name of this organization shall be the San Francisco Chapter (herein
referred to as the "Chapter") of the Information Systems Audit and
Control Association, Inc. (and herein referred to as the "Association").

Section 1.02: Principal Office

The principal office and meeting place of the Chapter shall be located
at such place as the Board of Directors (the "Board") shall determine.
The Board is granted full power and authority to change said meeting
place from one location to another.

Section 1.03: Purpose and Objectives

This organization is an affiliated chapter of the Association. Its
purpose is the same as that of the Association, namely: "to promote the
education of individuals for the improvement and development of their
capabilities relating to the auditing of and/or management consulting in
the field of Information Systems audit and control, pursuant to Section
501(c)(6) of the Internal Revenue Code of 1986, as amended, and in
accordance with California law.

More specifically, the objectives of the association, and of this
Chapter, are:

(a) to promote the education of, and help expand the knowledge and skill
of its members in the interrelated fields of Auditing and Information
Systems audit and control;

(b) to encourage a free exchange of Information Systems audit and
control techniques, approaches, and problem solving by its members;

(c) to promote adequate communication to keep members abreast of current
events in Information Systems audit and control that can be beneficial
to them and their employers; and

(d) to communicate to management, auditors, and to Information Systems
professionals the importance of establishing controls necessary to
ensure the effective organization and utilization of information systems
resources.

ARTICLE II: MEMBERSHIP

Section 2.01: General

Membership in the Chapter will be in accordance with ARTICLE II of the
International by-laws for the Information Systems Audit and Control
Association, Inc.

Section 2.02: Chapter Area

The specific geographical areas served by the San Francisco Chapter are
the California Counties of San Francisco, San Mateo, Alameda, Marin,
Sonoma and Contra Costa. In addition, Members-At-Large or prospective
members who live or work outside of the aforestated counties may join
this Chapter, if not contrary to the Association by-laws.

Section 2.03 Termination

(a) The Chapter Board, at any meeting at which a quorum is present, may,
by a two-thirds vote of those present, recommend to the International
Board termination of membership for any Chapter member who, in the
Chapter Board's judgment, has violated the by-laws or who has been
guilty of conduct detrimental to the best interests of the Chapter or
Association. Such termination by the International Board shall be final
and shall cancel all rights, interest or privileges of such members in
the services or resources of the Chapter.

(b) Membership in this Chapter will be terminated if payment of annual
Chapter and International dues has not been received as provided by the
International by-laws.

ARTICLE III: MEETINGS

Section 3.01: Annual Membership Meeting

(a) Purpose

An Annual Meeting of the Chapter shall be held for the purpose of
announcing the results of the election of officers and directors for the
ensuing term, for receiving reports from current and retiring officers
and committees, and for transacting such other business as may properly
come before such meetings. The meetings shall be presided over by the
President of the Chapter and shall be conducted under the rules
contained in Robert's Rules of Order, Revised except in those cases
where the rules are in conflict with the by-laws, the by-laws shall
govern.

(b) Time and Place

The Chapter Board shall hold an annual meeting (the "Annual Meeting") at
such time and place as the Board shall determine.

(c) Notification of Meeting

Written notifications shall be sent to all members in good standing. The
notification should include the date, time and location of the Annual
Meeting including the general nature of the business to be transacted,
and it should be sent at least 30 days prior to the date selected. No
failure in delivery of such notices shall invalidate the meeting or any
action taken or proceedings thereat.

(d) Presiding Officer

The meeting will be presided over by the President of this Chapter. In
the event the President cannot preside, the presiding officer will be in
accordance with the line of succession as noted in Article IV, Section
4.05b of these by-laws.

(e) Quorum and Voting

All members in good standing and present in person shall be eligible to
vote at the Annual Meeting.

Voting shall be by ballot unless waived by the majority of the members
present.

All business coming before the members at the Annual Meeting for
approval shall be approved by a majority vote of those present in person
or by written ballot unless otherwise required by these by-laws.

Section 3.03 Special Membership Meetings

(a) Special Meetings

Special Meetings to transact Chapter business may be called by the
President, the Board, or the President of the Association.

(b) Time and Place

The Special Meetings shall be held at a time and place determined by the
Board. Special Meetings shall be scheduled to coincide with regular
Information Exchange Meetings when appropriate.

(c) Notification of Meeting

All members shall be sent written notification of business to be
transacted, and the date and location of each Special Meeting at least
one week in advance of the date selected. No failure in delivery of such
notices shall invalidate the meeting or any action taken or proceedings
thereat.

(d) Presiding Officer, Quorum and Voting

The Presiding Officer, quorum and voting of each Special Meeting shall
be in accordance with Article III, Section 3.01d and 3.01e of these
by-laws.

ARTICLE IV: DIRECTORS

Section 4.01: Number and Composition of the Board

(a) The five elected officers of the Chapter (see ARTICLE V, Section
5.01)

(b) Seven elected Directors

(c) The latest past president of this Chapter

Section 4.02: Elections

The election of Directors shall be in accordance with Article VI. A
Director may be elected to two consecutive terms.

Section 4.03: Term of Office

Elected Directors shall take office at the conclusion of the Annual
Meeting following election and shall hold office for two years or until
a successor shall have been duly elected and taken office or until the
director is removed from office or resigns.

Section 4.04: Duties and Responsibilities

(a) The Board shall be the governing body of this Chapter and its action
shall be final, unless otherwise specifically provided by these by-laws
or those of the Association.

(b) The Board shall provide for an independent audit of the financial
affairs of the Chapter, annually, and at such other times as it may deem
advisable.

Section 4.05: Meetings of the Board

(a) The Board shall hold at least two meetings annually at such time and
place as it may elect. At such meetings, a quorum must be present to
conduct business coming before the Board. To constitute a quorum, a
majority of the total membership of the Board then in office must be
present in person. All business coming before the Board for approval
shall be approved by a majority of those present unless otherwise
required by the by-laws. Meetings will be conducted in accordance with
Robert's Rules of Order, Revised, except in those cases where Robert's
Rules are in conflict with these by-laws, then these by-laws shall
govern.

(b) At all meetings of the Board, the President, if present, shall act
as Chairperson. In the absence of the President, the First Vice
President shall act as the Chairperson. In the absence of the President
and the First Vice President, the members of the Board, who are present
shall by majority vote choose one among them to act as Chairperson for
that meeting.

(c) Notice of meetings of the Board shall be given to each Director in
advance of the meeting in writing, or as the Board may otherwise direct,
but no failure in delivery of such notices shall invalidate the meeting
or any action taken or proceedings thereat. Written notice may be waived
by unanimous consent of the Directors.

(d) Special Board meetings may be called by the President or any three
members of the Board.

(e) Members of the Board may participate in a meeting through use of
conference telephone or similar communications equipment, so long as all
members participating in such meetings can hear one another, and a
majority of the Board members agree to the meeting in advance.

Section 4.06: Expenses

Board members and members of the committees may receive such
reimbursement for expenses as may be fixed or determined by the Board.
Board members shall not be paid any compensation for their services,
except in those special cases, when designated by the Board, where the
Board member shall be appointed to fill a paid position.

ARTICLE V: OFFICERS

Section 5.01: Chapter Officers

(a) Officers

The elected Officers of the Chapter shall be the President, First Vice
President, Second Vice President, Secretary, and Treasurer.

(b) Term of Elected Officers

i. Elected Officers shall take office at the conclusion of the Annual
Meeting following election and shall hold office until a successor shall
have been duly elected and taken office or until the officer resigns or
is removed.

ii. Chapter Officers shall be eligible for re-election. The President
may not serve more than two consecutive terms. Likewise, the other
officers, may not serve more than two consecutive terms in the same
office.

(c) Duties

i. President

The President shall be the executive head of the Chapter and, when
present, shall preside at all meetings of the members of the Chapter and
of the Board. The President shall exercise general supervision of the
affairs of the Chapter and shall be responsible for the enforcement of
the by-laws and the execution of all orders and resolutions of the
Board. The President shall keep the Board fully informed and shall
frequently consult it concerning the business and activities of the
Chapter and shall make, on behalf of the Board, an annual report to the
members of the Chapter. The President shall have such additional duties
as may be delegated by the Board.

ii. First Vice President

The First Vice President shall report to the President. In the absence
or disability of the President, the First Vice President shall assume
the duties of the President for the duration of such absence or
disability.

The First Vice President shall be responsible for the administration of
assignments from the President and for such other actions as may be
authorized and delegated by the Board.

iii. Second Vice President

The Second Vice President shall report to the President and shall be
responsible for the administration of assignments from the President and
for such other actions as may be authorized and delegated by the Board.

iv. Secretary

The Secretary shall report to the President and shall be responsible for
the legal affairs, Chapter reports, and such other duties as may be
authorized and delegated by the Board.

The Secretary shall keep minutes of the proceedings at all Membership
and Board meetings, and shall preserve communications pertaining to the
affairs of the Chapter. The President may appoint another person to take
minutes in the Secretary's absence.

v. Treasurer

The Treasurer shall report to the President and shall be responsible for
recording the financial affairs of the Chapter, for the performance of
all duties incident as to the office of Treasurer and such other duties
as may be assigned by the Board. The Treasurer shall have the power to
receive and to disburse such funds of the Chapter as shall be required
in the conduct of its affairs and activities.

The Treasurer shall be responsible for the preparation, after consulting
with other Officers of the Chapter, of an annual budget. The budget is
to be submitted to the Board for approval prior to the beginning of the
fiscal year to which it is applicable. No deficit operating budget shall
be approved by the Board.

The books and financial records of the Chapter shall be maintained under
the supervision of the Treasurer. All monies due and payable to the
Chapter from any source shall be received by the Treasurer and deposited
to the credit of the Chapter in banks, trust companies, and other
depositories designated by the Board. The Treasurer shall be responsible
for keeping proper account of all monies disbursed on behalf of the
Chapter and of all records in connection therewith.

The Treasurer may sign, unless otherwise directed by the Board, any
check, draft or other order of the Chapter for the payment of money,
subject to such custody arrangements as the Board may approve. The
Treasurer shall be responsible for providing for the custody and
safekeeping of all funds and securities of the Chapter. The Treasurer,
or any member of the Board designated by the Board, shall have the right
of access to these fund and securities.

The Treasurer shall submit financial statements to the Board and to the
membership in such form and frequency as the Board may direct, and to
governmental agencies as required by law.

The Treasurer shall be responsible for preparing and submitting
documents required by the Internal Revenue Service and the International
by-laws of the Association.

Section 5.02: Indemnification

The Chapter shall indemnify any and all of its directors or officers or
former directors or officers or any person who may have served at its
request or by its election as a director or officer of another
corporation, against expenses actually and necessarily incurred by them
in connection with the defense or settlement of any action, suit or
proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or a director or officer of
the Chapter or of such other corporation, except in relation to matters
as to which any such director or officer or former director or officer
or person shall be adjudged in such action, suit or proceeding to be
liable for willful misconduct in performance of duty and to such matters
as shall be settled by agreement predicated on existence of such
liability.

The indemnification provided hereby shall not be deemed exclusive of any
other rights to which anyone seeking indemnification may be entitled
under any by-law, agreement, vote of members or disinterested directors
or otherwise, both as to action in his/her official capacity and as to
action in another capacity while holding such office.

ARTICLE VI: ELECTION AND REMOVAL OF OFFICERS AND DIRECTORS

Section 6.01: Manner of Election

The Chapter Officers and Directors shall be elected by the membership of
the Chapter (See Article VIII, Section 8.02). Nomination and election
for all such offices shall automatically constitute nomination and
election as a Director or Officer of the Chapter. All nominees must be
members in good standing.

Section 6.02: Procedure

(a) All Officers and Directors shall be elected by a plurality of the
votes of the members responding to a mail ballot. Results of the
election will be certified by the Election Committee to the Board and
announced at the Annual Meeting.

(b) At the discretion of the Board, ballots may be sent by either
electronic mail or postal mail. Ballots shall be mailed by the Election
Committee 45 days in advance of the Annual Meeting to all members and
shall contain the names of all candidates for vacant Officer and
Director positions. Ballots must also contain provisions for write-in
votes for each vacant Officer and Director position.

(c) Only Chapter members in good standing shall be entitled to receive a
mail ballot. All responses must be received by the Election Committee 15
days (or as designated by the Board) prior to the Annual Meeting in
order to be counted.

(d) The Board shall determine by resolution whatever other procedures it
deems necessary to conduct Chapter elections in a proper, reasonable,
non-biased and accurate manner.

Section 6.03: Termination of Membership

If the membership of any elected Officer or Director in this Chapter
shall for any reason terminate, their office shall automatically become
vacant.

Section 6.04: Removal of an Officer or a Director

(a) The Board may declare vacant the office of any Officer or Director
who has been declared of unsound mind by a final order of the court, or
convicted of a felony, or who the Board determines is not adequately
fulfilling his/her responsibilities.

(b) Any or all directors or officers may be removed without cause by the
affirmative vote of a majority of the members entitled to vote upon the
election of such director or officer under Sections 6.01 and 6.02 voting
1) at a duly held meeting at which a quorum is present, or 2) by written
ballot in conformity with the California law. Any or all additional
officers appointed pursuant to Section 6.04 above may be removed without
cause by a majority vote of the Board only at a duly called meeting at
which a quorum is present.

(c) Removal of any officer who is a director shall constitute removal of
that person as both an officer and director. Removal of any director
shall constitute removal of that person as both director and officer.

Section 6.05: Vacancies

If the office of any elected Officer or Director shall become vacant for
any cause, the Board shall appoint a person to fill the unexpired
portion of his or her term. Such vacancy and subsequent appointment
shall be deemed to include the corresponding office or directorship, if
any. This person shall also become a member of the Board. 

Section 6.06: Absence or Disability

In the case of the absence or disability of any officer of the Chapter
and of any person hereby authorized to act in his/her place during such
period of absence or disability, the Board may from time to time
delegate the powers and duties of that officer to any other officer or
any other person it may select.

ARTICLE VII: REGIONAL CHAPTER PRESIDENT'S COUNCIL

The President shall serve on the Regional Chapter President's Council,
in accordance with ARTICLE VIII of the Association by-laws.

ARTICLE VIII: STANDING AND OTHER COMMITTEES

Section 8.01: Executive Committee

(a) The Executive Committee of the Board shall be composed of the
President, First Vice President, Second Vice President, Secretary and
Treasurer.

(b) The Executive Committee shall have the delegated power to act for
the Board between meetings of the Board. Such delegated power is subject
to ratification of the actions of the Executive Committee at the next
Board Meeting and also subject to any limitation the Board may from time
to time impose on the Executive Committee.

(c) The Executive Committee may not, at any time, take or adopt any
action contrary to a previously adopted resolution of the Board without
its concurrence and approval.

(d) The Executive Committee shall carry out all actions directed and all
policies adopted by the Board.

(e) The Executive Committee shall keep the board fully informed of its
actions, in a timely manner.

Section 8.02: Nominating Committee

(a) The President shall appoint, subject to the approval of the Board, a
Nominating Committee consisting of three Chapter members. Current Board
members may serve on this committee.

(b) The Nominating Committee shall report to the Board and shall submit
a written report to the Board advising them of the Committee's
nominations prior to preparation of the mail ballots (See Article VI,
Section 6.02). The Nominating Committee shall have sole discretion
regarding the nominations except where conflicts with the by-laws occur.

(c) The Nominating Committee shall follow such procedural rules as may
be promulgated by the Board from time to time provided that rules do not
conflict with the by-laws nor restrict or control the Nominating
Committee's discretion with regard to selecting nominees from those
members eligible for nominations.

Section 8.03: Audit Committee

The Audit Committee will be appointed by the Chapter President and
approved by the Board.

(a) The Audit Committee shall consist of at least two Chapter members in
good standing who shall not have check signing authority or any other
conflict of interest.

(b) The Duties of this Committee shall be to cause completion of an
annual audit of the records of the Chapter and report those findings to
the Board of Directors.

(c) The Committee will perform other duties as directed by the Board.

Section 8.04: Election Committee

(a) The President shall appoint, subject to the approval of the Board,
an Election Committee consisting of three Chapter members.

(b) The Election Committee shall be responsible for mailing ballots to
the Chapter Membership; for receipt and tabulation of returned ballots;
and submitting a written report of the election results to the Board.

Section 8.05: Appointed Committees

The President of this Chapter may appoint, with approval of the Board,
such other Committees as deemed appropriate. The President and 2nd Vice
President of the Chapter shall be ex-officio members of all standing
committees.

ARTICLE IX: AMENDMENTS TO THESE BY-LAWS

Section 9.01: Amendment Process

These by-laws may be amended at any Annual Membership Meeting, or any
Special Membership Meeting called for this purpose, by two-thirds of the
members present, provided such amendment has been adopted by two-thirds
of the total number of Directors then in office. Notice of such
amendment must be sent with the notice of such meeting at least ten days
prior to the date of the meeting.

Section 9.02: Association By-Law Amendments

When, as, and if amendments to the Association by-laws have an effect on
this Chapter's by-laws, such amendments shall automatically become
effective for this Chapter. Notice in writing shall be sent to the
membership.

ARTICLE X: FINANCES

Section 10.01: Fiscal Year

The fiscal year of this Chapter shall be the calendar year, unless
otherwise established by the Board of Directors.

Section 10.02: Chapter Dues

Chapter dues shall be in addition to the International dues and are at
the discretion of each Chapter. The amount of dues shall be established
by the Chapter Board.

Section 10.03: Assessments

There shall be no assessments imposed except as approved by a two-thirds
vote of the total membership of the Board then in office and by a
majority of the members of the Chapter voting by ballot on the question
at the Annual Meeting or a Special Meeting. Assessments shall be
established in U.S. dollars.

ARTICLE XI: OTHER CHAPTER PROVISIONS

Section 11.01: Headquarters

The official mailing address of this Chapter shall be the same as that
designated by the Chapter Board.

Section 11.02: Effective Date

These by-laws shall become effective on the date approved by the
membership.

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