The name of this organization shall be the Denver Chapter, Information Systems Security Association, Inc., hereafter referred to as the “Chapter” of the Information Systems Security Association, Inc., hereafter referred to as the “Association.”

The primary purpose of the Chapter is to promote the education of its members for the improvement and development of their capabilities relating to the security of information systems processing, pursuant to Section 501 (c)(6) of the 1954 Internal Revenue Code.

a. To promote the education of and help expand the knowledge and skills of its members in the interrelated fields of information systems security and information or data processing.

b. To encourage a free exchange of information security techniques, approaches, and problem-solving by its members.

c. To provide adequate communication to keep members abreast of current events in information processing and security, which can be beneficial to them and employers; and

d. To communicate to management and to systems and information processing professionals, the importance of establishing controls necessary to ensure the secure organization and utilization of information processing resources.

Members in Good Standing - Members who maintain their membership with the Association and Chapter by payment of dues as required under the Article VII of the Bylaws, and who otherwise qualify, shall be considered in good standing, and entitled to full privilege of membership.

Membership may be terminated if payment of the annual Association and Chapter dues have not been paid as provided for in Article VII, of the Association’s Bylaws.

Any member may resign at any time. All resignations shall be made in writing. Dues shall not be refunded.

The Chapter Board of Directors, at any meeting at which a quorum is present, may, by a two-thirds vote of those present, terminate the membership of any member who, in its judgment, has violated the Bylaws or Code of Ethics, or who has been guilty of conduct detrimental to the interests of the Chapter, provided that such person shall have been granted an opportunity for a hearing before the Chapter Board of Directors. The Chapter Board of Directors shall cause at least thirty days (30) notice of the hearing to be given in writing, delivered by registered mail, to the member against whom charges may be preferred. Such action by the Chapter Board of Directors shall be final and shall cancel all rights, interests, or privileges of such member(s) in the services or resources of the Chapter.

The officers of the Chapter must be members in good standing at all times. The officers shall consist of:

a. President

b. Vice President

c. Membership Director

d. Communications Director

e. Program Director

f. Treasurer

g. Recording Secretary

h. Sponsorship Director

○ shall be the executive officer of the Chapter.

○ shall preside at all board meetings.

○ shall have the power to call special meetings.

○ shall have the deciding vote in case of tied decisions.

○ may create additional offices which serve at the discretion of the President.

○ shall ensure that financial audits are conducted annually by a professional accounting firm. The President shall present the results to the membership at a regularly scheduled Chapter meeting.

○ shall attend to the duties of the President in his/her absence.

○ shall attend to any other duties or special projects as the President may require.

○ shall in the event that the President's office may become vacant for any cause whatsoever the Vice President shall assume the office for the unexpired term.

○ is responsible for developing and maintaining the sponsorship program.

○ serves as the primary liaison between the Chapter and all sponsors and advertisers.

○ shall develop growth and retention programs and promote the Chapter goals and benefits to the general membership, directly and by committee shall coordinate communications to maintain updated membership data.

○ shall act as the Chapter contact with ISSA International and any other entities on membership matters.

○ shall ensure that all members in good standing are notified of meetings, and that all other correspondence necessary to the conduct of the Chapter is received by the members.

○ shall, at the direction of the President, transmit and respond to all correspondence of the Chapter.

○ shall be responsible for the publication of the Chapter communications and maintenance of the Chapter web site either directly or by supervising an appointed editor.

○ shall be responsible for the Chapter’s communications and public relations activities.

○ shall be responsible for planning, developing, and implementing all the Chapter’s internal and external marketing strategies

○ shall oversee, plan and report status on all educational activities of the Chapter, individually and as an ex-officio member of any committees or working groups formed for the coordination of Chapter-sponsored educational offerings.

○ shall keep an accurate account of all membership dues and other monies or articles of value belonging to the Chapter.

○ shall collect all treasury receipts, expenditures, and deposits.

○ shall provide a financial summary report of income, expenses, balances and other such information as may be relevant to the officers at each Board meeting.

○ shall file such tax forms as may be required of the Chapter by federal, state or local authorities.

○ shall record minutes of all meetings, all deliberative actions, and all election results,

○ shall maintain the official records of the Chapter.

o shall be the primary interface between chapter and vendors. 

o shall maintain positive relationships with current, future, and past sponsors.

o shall maintain rules and expectations of vendors during sponsored events.

o shall ensure that the Chapter implements vendor benefits as agreed.

o shall maintain value-added information for what vendors gain from ISSA sponsorship.

o shall set vendor sponsor levels and associated fees with input and agreement from the Board.

All past presidents not holding a current office and retaining active membership shall be privileged to attend regularly scheduled meetings held by the Board of Directors, to act in an advisory capacity only, i.e., eligible to be recognized by the presiding officer to make or second motions and participate in discussion thereof, but without authority to vote on any motion before the Board.

The business of the Chapter shall be managed by the Board of Directors. A quorum for business shall consist of a three fourths majority of the Board.

In the case of a vacancy in the Office of President, such vacancy shall be filled by the Vice President, and subject to the consent of a majority of the membership attending the next general meeting.

In case of an officer vacancy other than the Office of President, such vacancy shall be filled by appointment by the President, upon the advice of the remaining officers, and subject to the consent of a majority of the membership attending the next general meeting.

On a motion and second from the membership at a general meeting, an officer shall be held before the Chapter for malfeasance or dereliction of duty. Agreement of three fourths majority of Chapter members or a two-thirds majority of the Chapter officers shall be required to remove an officer.

A Chapter officer may resign his or her office by notifying the President or Vice President in writing. If the President intends to resign, it should be done in writing to the Board.

A quorum of the Board of Directors may, at their discretion, establish special committees and board appointed positions to assist in running Chapter business.

The Chapter officers shall be elected by popular Denver ISSA member vote, each Denver ISSA member in good standing to be entitled to one vote.

Elections can be conducted in one of two methods:

1. In person - to be held during the June Chapter meetings each year.

2. Electronic – to be held in May each year.

The Board of Directors determines whether to hold the election “in person” or “electronically” in any given year at the January or February Board meeting. The method for conductin g the election is to be communicated to the membership when announcing nominations are open.

1. Conducted by the President.

2. Does not require an Election Committee.

3. Voting can be conducted by show of hands for uncontested elections.

4. Voting by secret ballot is required for contested election.

5. Ballots are to be controlled and tallied by non-candidate board members.

1. Requires an Election Committee of at least two members at large chaired by an existing non-candidate President, Vice President or Director as appointed by the Board.

2. The Election Committee administers the electronic voting system.

3. Voting is to be opened and closed during May.

4. The Membership Director provides the most up to date list of members to populate the voting system.

5. Voting results are supplied by the Election Committee to the Board for ratification.

6. Multiple communications to membership are to occur to keep them informed of the election process and to maintain transparency.

Announcing election results. 

The term of office shall consist of two years commencing at the conclusion of the June  Chapter meetings or the second week of June subject to the following table:

Section 6:

• Term limits for an elected Officer consists of a maximum of 2 consecutive terms

The regular meetings of the Chapter, called chapter meetings, shall be held monthly except the month that the Rocky Mountain Information Security Conference (RMISC) is held. Special events, such as Happy Hours and Special Interest Groups (SIG’s), are not considered meetings for conducting Chapter business.

Special meetings may be called by the Chapter Board of Directors at any time upon ten-day written notice to all Chapter members.

At all meetings, a majority of members in attendance shall constitute a quorum for the transaction of business.

Annual dues shall be due and payable to the Association by member’s renewal date. Additional Chapter dues may be instituted as the Chapter Board of Directors directs, with the approval of Chapter members in attendance.

Of the dues collected from each member, the Association will forward Chapter dues to the Chapter Treasurer and will be retained in the Chapter treasury.

Bank accounts in the name of the Chapter shall be established and maintained as directed by the Chapter Board of Directors. Electronic transfers may be established by ISSA International to the Denver ISSA Chapter.

Dual Signatory authority for all accounts, which may be established, shall reside in the duly elected officers.

A professional accounting auditing firm will be used annually to audit the Chapter financials. The report will be provided to the Treasury and President, and a summary provided to the Board.

The Chapter shall adopt a calendar year system for reporting financial information annually.

The Chapter shall be fully and solely responsible for its own legal and financial affairs, and shall hold harmless the Association by reason of their affiliation, from any lawsuits, damages, other expenses or liabilities arising out of the activities of the Chapter. The Chapter will participate in the liability insurance offered to all chapters through the Association.

The Chapter shall not be responsible, nor liable, for any lawsuits, damages, other expenses or liabilities arising out of the activities of the Association.

The Headquarters of the Denver Chapter shall be located in the State of Colorado at the address designated by the Chapter Board of Directors.

The President shall cause the Chapter Bylaws to be reviewed biannually by the Chapter Board of Directors. This review shall be for the purpose of familiarizing each Board Member with the duties and responsibilities of their office and to identify any changes that may be required to keep the Bylaws current.