Article 8. – Officers

 

Section 8.1. Designation of Officers.
The Officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, Vice President of Membership, Vice President of External Relations, Vice President of Communications, Vice President of Professional Development, and such other Officers as may be elected in accordance with the provisions of this Article. The Corporation may also have one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other such officers with such titles as may be determined from time to time by the Board of Directors.


The same person may hold not more than one office simultaneously without the unanimous concurrence of the Board of Directors. The office of President will not be an elected position; rather, the individual serving as the Vice President shall automatically succeed to the office of President.


Section 8.2. Eligibility to Serve as an Officer.

The Board shall adopt, and may from time to time revise, a policy establishing any requirements in order for a member to be eligible to serve as a Corporate Officer; provided, however, that any such requirements may not conflict with these Bylaws, the (ISC)2® Chapter Affiliation Agreement, other (ISC)2 policies, or provisions of the law of the State of Arizona.


Section 8.3. Election and Term of Office.
The initial Officers of the Corporation shall be elected by a majority vote of the members of the provisional Board of Directors at the organizational meeting. Thereafter, the Officers of the Corporation shall be elected by a majority vote of the membership at every annual meeting thereafter, except that new offices may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office for a term of one (1) year and thereafter until his successor shall have been duly elected and qualified.


Section 8.4. Provisions for Election of Officers.
In order to fulfill requirements for Elected Officers, the following provisions shall govern the election of Officers.
(a) Vice President: This person shall be elected each year during annual elections. The person elected as Vice President shall serve for a one-year term, after which time he or she will become the President. The Vice President must have served 6 months as a Board member within the last two years prior to taking office.


(b) At the 2013 annual elections and in all subsequent odd years, the following Officers shall be elected for a two (2) year term:
Vice President of External Relations
Vice President of Communications
Vice President of Programs

(c) At the 2014 annual elections and in all subsequent even years, the following Officers shall be elected for a two (2) year term:
Treasurer
Vice President of Membership
Secretary

 

(d) Newly created and designated officer positions not explicitly identified in these Bylaws shall follow the subsequent even year or odd year cycle based upon the cordiality of the year in which it is created, and the Officers shall be elected for a two (2) year term.

Section 8.5. Removal.
Any Officer may be removed upon an affirmative vote of two-thirds of the entire Board of Directors, whenever in its judgment the best interests of the Corporation would be served thereby.


Section 8.6. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term in accordance with Article 7, Section 7.6.


Section 8.7. Duties of President.
The President shall be the chief executive officer. The President, acting in the capacity of the President, shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors, including presiding as chairperson at all meetings of the Members.
Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, the President shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
The President shall have the obligation to report to the membership in writing, at least quarterly, regarding the activities of the Corporation during that quarter. The President shall perform all such other duties as may be prescribed by the Board of Directors from time to time.
If required by the Board of Directors, the President shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.


Section 8.8. Duties of Vice President.
In the event the death, resignation or removal of the President, the person who serves as Vice President shall assume the office of President until the Board of Directors elects a successor to the President and shall perform all such other duties as may be prescribed by the Board of Directors from time to time.
Act as the liaison to other consortiums or associations with which the Corporation may choose to associate.
The Vice President shall serve with the current President and has the responsibility and obligation to focus on strategic objectives, to learn the position and to successfully transition into the Presidential role.
If required by the Board of Directors, the Vice President shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 8.9. Secretary.
The Secretary shall:
Certify and keep at the principal office of the Corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the Corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors and, if applicable, meetings of committees of Directors and of Members. Recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof, including all ballots and proxies.
Ensure that notices are duly given in accordance with the provisions of these Bylaws, or as required by law. Advise the Members in writing of all results of any election of Directors.
Be custodian of the records and of the seal of the Corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the Corporation.
Exhibit at all reasonable times to any Member of the Corporation, or to the Member's agent or attorney, on request therefore, the Bylaws, the membership book and the minutes of the proceedings of the Members of the Corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Section 8.10. Treasurer.
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the Corporation and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any Director of the Corporation, or to his or her agent or attorney, on request therefore.
Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 8.11. Vice President of Membership.
The Vice President of Membership shall:
Be responsible for expanding (ISC)2 reach and the Corporations membership base,
In general, perform all of the duties incident to the office of Vice President of Membership and relating to Membership and Membership record keeping. The Vice President Membership shall also have the responsibility of notifying all candidates for membership of election to membership.
Keep at the principal office of the Corporation a membership book containing the name and address of each and any Members and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

Section 8.12. Vice President of Communications.
The Vice President of Communications is to ensure chapter communications are established and executed as defined in the Chapter Communication Plan and shall perform all such other duties as may be prescribed by the Board of Directors from time to time.
The Vice President of Communications shall facilitate the respective types of communications initiated by the Chapter to targeted audiences using the appropriate communication channels as required and/or assigned in accordance with the purposes of the Bylaws.

The Vice President of Communications is responsible for development and dissemination of a chapter newsletter, with a frequency determined by the board during their first month in office. Additionally, the Vice President of Communications is responsible for overseeing the development and maintenance of the Chapter's website.


Section 8.13. Vice President of External Relations.
The Vice President of External Relations is responsible for promoting the Corporation to businesses, schools and organizations in the Phoenix area. It is also responsible for developing the Corporation marketing programs, activities and materials in accordance with the purposes of the chapter, its bylaws, business plan, and subject to the approval of the majority of the Board of Directors.
The general objective of the Vice President of External Relations is to publicize the coordination and activities of the Corporation and its members, develop awareness of the chapter's activities and offerings, and serve as a liaison between the chapter and related professional organizations.

Section 8.14. Vice President of Programs.
The Vice President of Programs is responsible is responsible for planning and supervising preparation for quarterly membership meetings and any special events approved by the Board of Directors in accordance with the purposes of the corporation , these bylaws, and subject to the approval an affirmative vote of at least two-thirds (2/3) of the directors.
The Vice President of Programs shall develop a list of potential speakers and topics. The Vice President of Programs is responsible for identification, and selection of speakers for all events and meetings of the membership.
The Vice President of Programs shall obtain information on future speakers at least two months before an event or meeting for incorporation into publicity notices. As a minimum, the Vice President of Programs shall obtain a bio and photograph of each speaker/presenter, along with a one (1) or two (2) paragraph synopsis describing each presentation.
The Vice President of Programs shall arrange for and assist program speakers.
The Vice President of Programs shall be responsible for preparing an annual plan for Corporation's programs and submit that plan to the Board of Directors.
The Vice President of Programs shall be responsible for the assembly and publishing of a rolling twelve month events calendar each month.
The Vice President of Programs shall be responsible for the arrangements for vendor/sponsor promotional events.

 


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