Article 7. – Board Of Directors
Section 7.1. Board of Directors.
The Corporation shall be governed by a Board of Directors (hereinafter known as "the Board").
Section 7.2. Board Composition.
The Board of Directors shall consist of one class of directors and shall have not less than four (4) nor more than twelve (12) members.
The Board of Directors shall initially, as set forth in the Articles of Incorporation, and at a minimum thereafter, be composed of the following Director/Officers of the Corporation; Chairperson of the Board, President, Vice President, Secretary, Treasurer, and Vice President of Membership. The Board of Directors may also include such other Officers and Directors as may be elected or appointed in accordance with the provisions of this Article.
Figure SEQFigure \* ARABIC 1: Board of Directors
Figure 1: Board of Directors
Directors shall be of the Officers of the Corporation elected by the membership and shall be members in good standing of both (ISC)2 and of the Corporation.
If at any time, less than four (4) but more than one (1) director(s) are serving in office, all actions taken shall remain valid so long as the remaining directors are actively working towards filling the vacant positions in accordance with these Bylaws. Directors present at a duly called and held meeting, in which less than four (4) Directors are serving, and at which a quorum is present may continue to do business notwithstanding provided that any action thereafter taken must be approved by simple majority of the members present at the next regular or special meeting of the membership or such greater percentage as may be specified by law, or the Articles of Incorporation.
Section 7.3. General Powers.
The Board shall be responsible for carrying out the business purposes and objectives of the Corporation as stated in these Bylaws and the Chapter Business Plan, subject to any limitation set forth in the Articles of Incorporation, the (ISC)2® Chapter Affiliation Agreement, other (ISC)2 and Corporation policies, provisions of applicable law, as amended from time to time.
Notwithstanding any other provision of these Bylaws, the Board shall exercise all powers of the Corporation except as specifically prohibited by a corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) these Bylaws, the (ISC)2® Chapter Affiliation Agreement, other (ISC)2 and Corporation policies, and the laws of the State of Arizona.
The Board shall have the general power to manage and control the affairs and property of the Corporation, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors and the Corporation. The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these Bylaws, the (ISC)2® Chapter Affiliation Agreement, and other (ISC)2 policies, and to exercise authority over all Corporation business and funds.
Section 7.4. Election, and Term of Office.
The entire Board of Directors of the Chapter, including any ex officio Directors, shall consist of not fewer than four (4) nor more than twelve (12) Directors. Directors need not be residents of the State of Arizona. Within those limits the specific number shall be established from time to time by resolution of the Board of Directors or an approved adoption, alteration, repeal or amendment of provisions of these Bylaws. No decrease in the established number of Directors shall have the effect of shortening the term of any incumbent Director.
Election to the Board of Directors shall be by majority vote of the members of the Corporation, eligible to vote, which shall occur, except in the case of filling vacancies, at each annual meeting thereof. The term of office of each Director shall correspond with the office for which the Director/Officer was elected pursuant to Article 8. Each Director shall hold office for a term of two (2) years and thereafter until his successor is elected and qualified.
Section 7.5. Chairperson of the Board.
The Chairperson of the Board presides at all meetings of the Board of Directors, and is a voting member of the Board. The Chairperson shall be a Director of the Corporation and have such other powers and duties as may be designated from time to time by the Board of Directors. The Board of Directors shall elect the Chairperson from among the Board of Directors for a period of one (1) year commencing with the first meeting of the Board of Directors. Except as set forth elsewhere in these Bylaws, any removal of a Director from the Chairperson position does not limit the Director's rights as a member of the Board of Directors.
Section 7.6. Vacancies.
Any vacancy occurring on the Board of Directors prior to the expiration of a term shall be filled by such person as shall be elected by an affirmative vote of two-thirds (2/3) of the remaining members of the Board of Directors. A Director so elected to fill a vacancy shall hold office for the unexpired term of his predecessor in office.
The Board shall declare an Officer/Director position to be vacant where an Officer/Director ceases to be a member in good standing of (ISC)2 or of the Corporation by reason of non-payment of dues, or where the Officer/Director fails to attend three (3) consecutive Board meetings without 24 hour prior notification to the Board. An Officer/Director may resign by submitting written notice to the President or Secretary with distribution of written notice by the Secretary to the Board. Unless a later effective date is specified in the notice, the resignation shall be effective upon receipt by the Board of the written notice.
Section 7.7. Resignation; Removal.
(a) A Director may resign from the Board of Directors at any time by giving notice of his resignation in writing addressed to the President or Secretary of the Corporation or by presenting his written resignation at an annual, regular, or special meeting of the Board of Directors.
(b) Except as otherwise provided by law, at any meeting of the Board of Directors called expressly for that purpose, any Director may be removed, with or without cause, by the vote of a majority of the Directors then in office.
(c) An Officer/Director may be removed from office for cause in connection with the affairs of the organization by a two-thirds (2/3) vote of the members present at an official meeting of the membership.
Section 7.8. Appointing Board Member.
If any Officer/Director position becomes vacant, the Board may appoint a successor to fill the office for the remaining portion of the term for the vacant position. In the event the President is unable or unwilling to complete the current term of office, the Vice President shall assume the duties and office for the remainder of the term.
Section 7.9. Duality.
The Chairperson of the Board of Directors and the President/CEO of the Corporation shall not be one in the same person.
Section 7.10. Board Meetings.
The Board shall meet at least (4) four times per year at the call of the President, or at the written request of two (2) members of the Board directed to the President or Secretary. A quorum shall consist of a majority of the membership of the Board at any given time.
Each member shall be entitled to one (1) vote with exception to the Immediate Past President, who shall act as a non-voting member / advisor to the Board of Directors. At its discretion, the Board may conduct its business by teleconference or other legally acceptable means. At any meeting, at which a quorum was present when the meeting was convened, the act of the majority of the Board present when a vote is taken shall be the act of the Board, unless the act of a greater number is required by law, the Articles of Incorporation, or as otherwise provided in these Bylaws.
Section 7.11. Annual and Regular Meetings.
The Board of Directors shall hold an annual meeting in February of each year at such time and place as the Board of Directors shall by resolution prescribe. The Board of Directors may by resolution prescribe the time and place of such other regular meetings.
Section 7.12. Special Meetings.
The Chairperson of the Board of Directors of the Corporation shall give at least fifteen (15) days' prior notice to each Director. The primary means for the provision of notice shall be via electronic mail to the Director at the electronic mail address as it appears on the records of the Corporation. All such notices shall state the place, the date, and the hour of such meeting, and the purpose(s) for which the meeting is called and if a vote will be required, and shall state such matters, if any, as may be expressly required by the Arizona Law. Such notice shall describe the purpose of the meeting and shall identify a readily available source for further information, if appropriate. A proposed agenda of items to be considered shall be distributed prior to the meeting.
Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any reasonable date, hour, and place, either within or without the State of Arizona, as the date, hour, and place for holding any special meeting of the Board called by them.
Section 7.13. Notice.
Notice of any special meeting of the Board of Directors shall be given at least fifteen (15) days previously thereto by written notice delivered personally or sent by mail, facsimile or other means of electronic transmission to each Director at his address as shown in the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any 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. The business to be transacted at, and the purpose of, any annual meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting.
Section 7.14. Quorum and Proxies.
A majority of the total number of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Proxies shall not be permitted.
Section 7.15. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 7.16. Board Remuneration/Compensation.
Officer/Directors as such shall not receive any stated salaries for their services. The Board may reimburse for reasonable expenses incurred in connection with performance of their official duties as Officers/Directors upon written authorization/approval from the Board. Nothing herein shall be construed to preclude any Officer/Director from serving the Corporation in any other capacity or from receiving compensation for services rendered in such other capacity.
Section 7.17. Informal Action.
Any action may be taken without a meeting of the Directors if a consent in writing setting forth the action so taken shall be signed by all of the Officer/Directors and returned to the Secretary.