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CSBYLAWS.TXT
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1994-07-17
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BY-LAWS
OF
THE COMMUNICATIONS SECURITY
ASSOCIATION, INC.
(COMSEC ASSOCIATION)
FINAL DRAFT -- 6-22-89
ARTICLE I
GENERAL
Section 1. Organization. The Communications Security Association is a
professional association for companies and individuals involved in or
having an interest in the protection of communications and information.
Section 2. Non profit status. The Association is a nonprofit
corporation. No part of its net earnings shall inure to the benefit of
any member or to any other individual.
ARTICLE II
OBJECTIVES AND PROGRAMS
Section 1. Objectives. The objectives of the Association shall be to:
(a) provide a forum and means for discussion, study and
identification of alternative solutions to common problems;
(b) promote the highest level of ethical and professional conduct
among all who work in this field;
(c) promote public savings through improved security;
(d) investigate and distribute information concerning matters
of common interest to its membership; and
(e) do such other and further things as may serve and promote
the common interests of its membership.
Section 2. Programs, activities. In furtherance of its objectives, the
Association engages in programs and activities which include:
(a) maintaining a professional staff to carry out the policies
established by the Board;
(b) publishing a newsletter and other publications covering
items of interest to the membership;
(c) holding meetings to provide for the exchange of ideas and
solutions to problems, as well as seminars on topics of special
interest;
(d) sponsoring and assisting in the formation and operation of
local chapters of the Association; and
(e) engaging in other programs and activities for the benefit
of members.
ARTICLE III
MEMBERSHIP
Section 1. Classes and Eligibility. The classes of members of the
Association and requirements for membership in each class are as
follows:
(a) Individual Members. Individual memberships shall be
available to any individual having an interest in the protection
of information and communications.
(b) Corporate Members. Corporate memberships shall be
available to any corporation, association or other organization
having an interest in the protection of information and
communications. A Corporate Member shall be permitted a specified
number of its employees to be designated as individual members to
receive material and information and to participate in
Association activities as representatives of the Corporate
Member. The specified number will be determined by formula based
on the total number of employees.
(c) Corporate Sponsors. Corporate Sponsors shall include any
legal entities who by nature of their work or responsibilities
share the common interests of the Association and exhibit an
interest in furthering the purposes of the Association. Corporate
Sponsors are also eligible to be Corporate Members.
(d) Life and Honorary Members. Life and Honorary memberships
may be conferred upon members of the Association at such time and
under such terms as the Board of Directors shall determine.
Section 2. Dues. The annual dues payable by members shall be as
determined and fixed by the Board of Directors.
Section 3. Applications for Membership. Applications for membership
shall be on a form as approved, and contain such information as
prescribed by the Board.
Section 4. Acceptance of Members. Upon meeting the eligibility
requirements and paying the required dues, an applicant shall become a
member of the Association subject to ratification by the Board.
Section 5. Resignation from Membership. A member may resign on giving
written notice to the Secretary of the Association. Such resignation
should specify the reason and the effective date. Members who resign
will not be entitled to any refund of dues.
Section 6. Duration of Membership. Membership in the Association will
continue until a member resigns, fails to pay dues, or is terminated or
suspended by the Board of Directors.
ARTICLE IV
MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of members for the
election of directors and transacting other business shall be held
before November 1 in each calendar year at such time and place as
determined by the Board.
Section 2. Special Meetings. Special meetings of the membership shall
be held at any time and place as may be designated in the notice of said
meetings, upon call of the Chairman of the Board either at the Board's
own request or upon written request by at least one third of the
Individual and Corporate Members. Any such request shall state the
purposes of the meeting.
Section 3. Notice of Meetings. Written notice of every meeting of the
membership, stating the place, date and time of the meeting, shall be
given to each Individual and Corporate Member at least fifteen days
before the meeting. Such notice shall be deemed to have been duly given
when deposited, first class postage prepaid, in the United States Mail
addressed to the Individual and Corporate Members at their addresses as
they appear on the Association's records.
Section 4. Quorum. Individual and Corporate Members present in person
shall constitute a quorum for the transaction of business at all
meetings of the membership.
Section 5. Voting. At any meeting of the members, the vote of a
majority of the Individual and Corporate Members present shall decide
any question brought before the meeting. Each Individual and Corporate
Member shall at every meeting of the members be entitled to one vote in
person.
Section 6. List of Members. The Association shall keep at its principal
place of business a record of its members, giving their names and
addresses. The Vice President, Membership shall prepare and make,
before every meeting of the membership or any adjournment thereof, a
complete list of the Individual and Corporate Members entitled to vote
at the meeting or any adjournment thereof, arranged in alphabetical
order, with the address of each. The list shall be produced and kept
open at the time and place of the meeting and shall be subject to
inspection by any Individual and Corporate Member during the whole time
of the meeting. The list may be the Association's regular record of
members if it is arranged in alphabetical order or contains an
alphabetical index.
ARTICLE V
DIRECTORS
Section 1. Powers and Responsibilities. The property, affairs and
business of the Association shall be managed and directed by a Board of
Directors, which may exercise all powers of the Association and do all
acts and things not prohibited by law, the responsibilities and duties
which may be inherent in or implied from the nature of the function of
the Board, the Board shall have the following rights, powers and
obligations:
(a) Formulate the goals and objectives of the Association and
adopt policies for the control of the affairs of the Association;
(b) Formulate, implement, and supervise the operation of all
programs of the Association;
(c) Procure, protect, maintain, and manage the property and
equipment of the Association;
(d) Prepare and adopt an annual operating budget and manage and
supervise the financial operation of the Association;
(e) Determine the membership policy of the Association and
procedures for admission of members, and establish dues, charges,
ter