Article 6. – Corporate Records And Reports


Section 6.1. Maintenance of Corporate Records.


The Corporation shall keep with the current Secretary:
a) Minutes of all meetings of the Board of Directors, all meetings of committees of the Board of Directors, minutes of all meetings of any Work Group or Special Committee and all meetings of Members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof including all proxies;
b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c) A record of its Members, if any, indicating their names and addresses and, if applicable, the class of membership held by each Member and the termination date of any membership; and
d) A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Members, of the Corporation at all reasonable times.
e) The books and records of the corporation shall be kept electronically and hardcopy as applicable.


Section 6.2. Inspection Rights.
Subject to such confidentiality and nondisclosure requirements as the Board may reasonably deem appropriate, or restrictions imposed via any confidentiality and nondisclosure agreement concerning any particular record, book or document, every Member and Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation and shall have such other rights to inspect the books, records and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.


Section 6.3. Right To Copy And Make Extracts.
Unless otherwise restricted pursuant to confidentiality and nondisclosure limitations, any inspection under the provisions of this Article 8 may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.


Section 6.4. Periodic Report.
The Board shall cause any annual or periodic report required under the laws of the State of Arizona to be prepared and delivered to an office of the State of Arizona and to (ISC)2, of this Corporation, to be so prepared and delivered within the time limits set by law and the Chapter Affiliation Agreement.


Section 6.5. Fiscal Year.
The fiscal year of (ISC)2 Phoenix Chapter, Inc., shall begin on the first day of January and end on the last day of December in each year.


Section 6.6. Parliamentary Authority.
The sample rules contained in the "Governance for Nonprofits: From Little Leagues to Big Universities" published by The Society of Corporate Secretaries and Governance Professionals shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rule of order the Corporation may adopt.
When necessary, the rules contained in the current edition of The Standard Code of Parliamentary Procedure by Alice Sturgis shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rule of order the Corporation may adopt.


Section 6.7. Financial Management.
The Corporation Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.


Section 6.8. Audit.
The accounts of the Corporation shall be audited annually.


Section 6.9. Communication by Facsimile or Electronic Means.
Written notice or waiver of notice or other communication under these Bylaws may be given by facsimile transmission or other electronic means of written communication.


Section 6.10. Waiver of Notice.
Whenever any notice is required to be given under the provisions of the law of the State of Arizona or under the provisions of the Articles of Incorporation or the Bylaws of (ISC)2 Phoenix Chapter, Inc., a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 


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