Bylaws

BYLAWS
OF
INFRAGARD KNOXVILLE MEMBERS ALLIANCE
(amended December 2012)

PREAMBLE

The Corporation is organized and shall operate exclusively within the meaning of section 501(c)(3) of the Internal Revenue Code. It shall develop and maintain relationships with “Strategic Partners” whose mission can be supported by the Corporation’s information sharing efforts. The Corporation’s “Strategic Partnerships” will subsequently lead to the establishment of a trusted relationship that will foster the exchange of information relevant to the protection of the national infrastructure.

PURPOSE

The purpose and primary objective of the IMA is to increase the security of the United States national infrastructures through ongoing exchanges of information relevant to infrastructure protection and through education, outreach, and similar efforts to increase awareness of infrastructure protection issues. Further, the Corporation is established to become a Voting Member of the InfraGard National Members Alliance (INMA). The relationship of the InfraGard Knoxville Members Alliance (IKMA) to The InfraGard National Members Alliance (INMA) will be principally defined by an “Operating Agreement” between the IKMA and the INMA. The relationship between the IKMA and the INMA will be furthered defined by their respective bylaws and national policy.

ARTICLE I

OFFICES AND REGISTERED AGENT

Section 1. Registered Office and Registered Agent.

InfraGard Knoxville Members Alliance, Inc. (the IKMA or the “Corporation”) shall have and continuously maintain a registered office in the State of Tennessee and a registered agent whose office is identical with such registered office. The registered agent shall be an individual resident of the State of Tennessee or a corporation authorized to transact business in the State of Tennessee.

Section 2. Other Offices.

The Corporation may have such other office or offices, at such suitable place or places within or without the State of Tennessee as the corporations Board of Directors (or “Executive Committee”) may from time to time determine as necessary or desirable for the conduct of the affairs of the Corporation.

ARTICLE II

MEMBERSHIP OF THE CORPORATION

Section 1. Membership.

The Membership of the Corporation shall consist of InfraGard Members in good standing who have been accepted by the Corporation as Voting Affiliates and who have been elected to serve on the Board of Directors (Executive Committee) of the Corporation.

Section 2. Termination of Membership.

The Executive Committee may terminate the membership in the Corporation of one of its Executive Committee members pursuant to Article V, Section 6 of these bylaws.

Section 3. Termination of Voting Affiliate Status.

The Executive Committee, by unanimous vote of the entire Committee, may terminate the “Voting Affiliate” status of an InfraGard Member.

Section 4. Termination of InfraGard Membership.

The Executive Committee, by two-thirds vote, may recommend to the FBI that it terminate the InfraGard membership of one of its Voting Affiliates pursuant to procedures codified in the Membership Documents.

Section 5. Appeal of Termination.

A removed member of the Executive Committee may appeal the decision of the Corporation to the Board of Directors of the INMA. If a member resigns from the Executive Committee before such member’s term expires, the Corporation shall identify a replacement in accordance with the Corporation’s Bylaws. The removal of “Voting Affiliate” status by the Executive Committee may be appealed to the Board of Directors of the INMA. The removal of InfraGard Membership may be appealed to the FBI.

Section 6.

Membership Dues and Other Expenses.

The Executive Committee, by majority vote of all the Voting Affiliates, may establish dues that the Voting Affiliates shall be required to pay to the Corporation to fund the Executive Committee’s obligations as set forth in these Bylaws and the operating agreement with the INMA. Any funds so collected by the Corporation will be administered by the Corporation’s Executive Committee in compliance with the rules enacted by the Corporation for the proper handling of funds. All dues or other funds collected from InfraGard Members will remain in the possession of the Corporation, and shall not be held, administered, or distributed by any Strategic Partner. No funds collected from InfraGard Members shall be used to fund any US Government Agency /Organization activities or otherwise augment the authorized budget of such agencies/organizations.

 

Section 7. Other Expenses of Membership.

 

Unless otherwise decided by the Executive Committee all InfraGard Members shall bear any expenses associated with their voting affiliation with the Corporation.

 

ARTICLE III

 

INFRAGARD MEMBERS ALLIANCES

 

Section 1. Establishment.

 

As of the effective date of these Bylaws, the Corporation shall promote the programs and interests of the Corporation in the Knoxville and surrounding area. The Corporation shall not grant any rights or privileges expressly or by omission that violates the scope and intent of the bylaws of the INMA. In addition, the Corporation shall conform to national policies regarding minimum requirements necessary for formation and operation as they may be amended from time to time.

 

Section 2.  Administration.

 

An InfraGard Member with voting rights in the Corporation shall be termed a “Voting Affiliate”. InfraGard Members may choose to exercise their “Voting Rights” at the Corporation in accordance with national policy. These Voting Rights shall give the InfraGard member a vote in the affairs of the Corporation. The Executive Committee may retain the voting rights of an InfraGard Member for a 90-day probationary period during which the Executive Committee subject to the Corporation’s bylaws and any INMA national policy may reject the InfraGard Members status as a Voting Affiliate. The Executive Committee may request a 60-day extension of the probationary period by filing a notice of the intent to do so with the INMA not less than 30 days prior to the end of the original 90-day period. After 90 days, if the Executive Committee takes no action, the voting rights of the Voting Affiliate shall be deemed valid for the conduct of business in the Corporation. A rejected InfraGard member may appeal the decision of the Corporation to the Board of Directors of the INMA.

 

ARTICLE IV

 

MEETINGS

 

Section 1. Regular Meeting.

 

A regular annual meeting of the Voting Affiliates shall be held at least once a year, at such time, day and place as the Executive Committee shall designate. The Executive Committee may designate other regular Membership meetings, which may be held at such time, day, and place as necessary.

 

Section 2. Special Meetings.

 

Special meetings of the Voting Affiliates may be requested by a two-thirds vote of the Executive Committee or upon written request to the Secretary of the Corporation from a majority of the Voting Affiliates.

 

Section 3. Notice of Meetings.

 

Notice of the time, day, place, and purpose of each meeting shall be given to all Members of the Corporation not less than fourteen (14) calendar days nor more than sixty (60) calendar days prior to the meeting date in the manner set forth in Section 2 of Article IX hereof.

 

Section 4. Quorum.

 

A quorum for the transaction of any and all business shall consist of not less than a majority of the total number of Voting Affiliates, each having one (1) vote, present in person. If a quorum is not present, a majority of the Voting Affiliates present may adjourn the meeting to a future time, without further notice being required.

 

ARTICLE V

 

BOARD OF DIRECTORS

 

Section 1. Powers.

 

The Board of Directors (Executive Committee) of the Corporation shall manage, supervise, and control the business, property and affairs of the Corporation, except as otherwise expressly provided by law, the Certificate of Incorporation of the Corporation, or these bylaws. The Executive Committee shall not be compensated for their participation as a member of the Committee. Subject to the limitations set forth in these bylaws, the Executive Committee shall be vested with the powers possessed by the Corporation itself, including the powers to appoint and remunerate agents and employees (including the power to delegate some or all of the Executive Committee’s authority), to establish the budget of the Corporation, to disburse the funds of the Corporation, and to adopt such rules and regulations for the conduct of its business as shall be deemed advisable. The Executive Committee may repeal, modify, and amend the bylaws of the Corporation by 2/3s vote of the whole Executive Committee.

 

Section 2. Number, Election and Qualifications.

 

The Executive Committee shall be composed of nine (9) elected members or such lesser number as may occur from time to time due to the resignation or removal of a member. In addition, the Board may have additional At Large Board Members as defined in Section 4 Article V. The composition of the Corporation’s Executive Committee may not include more than two persons from any single corporation (including its subsidiaries and affiliates) or more than two persons of immediate family relationship. Each member of the Executive Committee shall serve until his or her successor is elected or qualified, unless such member first resigns or is removed by the Executive Committee for cause, or such member’s membership in InfraGard is terminated. In order to serve as a Member of the Executive Committee of the Corporation, the candidate must be an individual Member in good standing of InfraGard and must be a qualified Voting Affiliate of the Corporation.

 

Section 3. Terms and Elections

 

The Executive Board members shall be elected by popular vote, as follows:

  • The Executive Board will distribute (either electronically or by other media deemed appropriate by the Board) to all Voting Affiliates an invitation to nominate individuals in good standing for each position. Nominations will be received for a reasonable period of time, as determined by the Executive Board. At the end of such time, the Executive Board will distribute to all members a ballot that clearly states the name and qualifications of each nominee for each position.
  • Any Voting Affiliate in good standing thirty (30) days prior to the election date may vote.
  • Executive Board positions will be for two (2) years commencing in January.
  • Nominations for each position will be solicited before or during the September meeting.
  • Elections will be held before and/or during the November meeting.
  • Absentee ballots will be available prior to elections with a required return date prior to the general meeting where voting will occur.
  • Tie votes will be handled by a runoff election at the November meeting.
  • The members elected assume office at the January meeting and will elect the President, Vice President, Secretary and Treasurer at the January Board Meeting.

 

Section 4. At Large Board Members
At large board members will be added as the Board of Directors sees fit to add them. At Large Board Members will be a member in good standing that the Board recognizes to be a leader in their area and would be capable of bringing needed skills and/or sector access to the InfraGard Knoxville Members Alliance. At Large Board Members will have a term of one (1) year renewable as the Board of Directors sees fit. At Large Board Members will have voting rights at the board level.

 

Section 5. Resignation.

 

Any Executive Committee member may resign at any time by giving written notice to the Chairman of the Board (Executive committee). Such resignation shall take effect at the time, specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chairman of the Board.

 

Section 6. Advisory Committee.

 

An Advisory Committee may be appointed by a majority of the regular Executive Committee members and will serve for two (2) years. Advisory Committee appointees may serve for no more than four (4) consecutive terms with the exception of the designated FBI InfraGard Coordinator, who shall have a permanent position on the Advisory Committee. Advisory Committee participants will be non-voting members of the Corporation and will act in an advisory capacity only.

 

Section 7. Disciplinary Procedures.

 

If a member of the Corporation has reason to believe that any individual participant or his organization is acting against the interests of InfraGard, that member shall notify the Executive Board in writing. The Executive Board shall conduct a confidential investigation to determine if further action is required, and make recommendations for any disciplinary or corrective actions. The censure, reprimand or suspension of a member or his organization shall require a two-thirds (2/3) vote of the Executive Board.

 

Section 8. Removal.

 

An Executive Committee member may be removed by two-thirds vote of a quorum consisting of all Executive Committee members who are not, at the time, the subject of such action or proceeding at any regular or special meeting of the Executive Committee for engaging in documented conduct prejudicial to the best interests of the Corporation, its members or contrary to the purpose of the Corporation. A member of the Executive Committee can be recommended for removal by a majority vote of all the Voting Affiliates based upon documented evidence that the member failed to perform or has acted in such a fashion that was detrimental to the membership or to the purpose of the Corporation. Such a recommendation shall be presented to the Executive Committee and shall result in removal upon a two-thirds vote of a quorum consisting of all members who are not, at the time, the subject of such action or proceeding.

 

Section 9. Vacancies & Line of Succession.
Whenever a vacancy in the position of President occurs, the Vice-President shall take the position for the interim. In the absence of the Vice-President the line of succession would call next for the Secretary, then the Treasurer. The Interim President so appointed shall remain in office for the remainder of the term. Whenever a vacancy occurs in the position of Treasurer, Secretary, or Vice-President the President shall appoint a replacement, whom shall serve for the remainder of the term. In the unlikely event of the Vacancy of a quorum of the elected officer positions, the Corporation will refer to Article V Section 3 of these by-laws. The remaining members of the Executive Board will act with the outlined capacity for receiving nominations and holding new elections.

 

Section 10. Regular Meetings.

 

A regular annual meeting of the Board of Directors (Executive Committee) of the Corporation shall be held each year immediately following the National Congress or at such time not to exceed thirty (30) calendar days, with the location and time designated by the Board of Directors, for the purpose of transacting such business as may come before the meeting. The Board of Directors may, by resolution, provide for the holding of additional regular meetings.

 

Section 11. Special Meetings.

 

Special meetings of the Board of Directors (Executive Committee) may be called at the direction of the Chairman of the Board or by a majority vote of all Directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.

 

Section 12. Notice.

 

Notice of the time, day and place of any meeting of the Board of Directors (Executive committee) shall be given at least ten (10) calendar days previous thereto in the manner set forth in Section 2 of Article XI of these Bylaws. The purpose, or purposes, for which a special meeting is called shall be stated in the notice thereof. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance at a meeting shall constitute a waiver of notice thereof, except where attendance is for the express purpose of objecting to the call or convening of the meeting.

 

Section 13. Quorum.

 

A majority of voting directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except, if less than a quorum of directors is present at such meeting, a majority of the directors present may adjourn the meeting to a future time without further notice being required.

 

Section 14. Manner of Acting.

 

Except as otherwise expressly required by law, the Certificate of Incorporation of the Corporation or these Bylaws, the affirmative vote of a majority of the voting directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. Each elected director shall have one (1) vote. Voting by proxy is permitted. At any meeting of the Board of Directors, a member may vote either in person or by proxy executed by the member or the members duly authorized attorney-in-fact. No proxy shall be valid after forty-five (45) calendar days from the date of its execution, unless otherwise stipulated in the proxy.

 

Section 15. Written Consent.

 

Action taken by the Board of Directors without a meeting is nevertheless a Board action if written consent to the action in question is verified by electronic mail or signed by all of the voting directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. The Corporation’s Secretary shall be responsible for meeting minutes and shall make them available per the Chairperson’s direction.

 

Section 16. Telephone Meeting.

 

Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other and such participation in a meeting, shall be deemed present in person at such meeting.

 

ARTICLE VI

 

OFFICERS

 

Section 1. Officers.

 

The Officers of the Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be individual InfraGard Members, accepted Voting Affiliates of the Corporation and members of the Executive Committee. The Corporation shall have such other officers and staff, as the Board of Directors (Executive Committee) may from time to time deem necessary. Such Officers have the authority to perform the duties prescribed from time to time by the Board of Directors. One person may hold more than one office, other than the offices of President and Treasurer. The Board of Directors may approve compensation for any Officer of the Corporation consistent with the Corporation’s 501(c)(3) status.

 

Section 2. Election of Officers.

 

The Board of Directors (Executive Committee) shall elect the Officers of the Corporation at the first meeting of the newly elected Board of Directors in accordance with the guidelines defined in Section 3 of Article V of these Bylaws.

 

Section 3. Term of Office.

 

The Officers of the Corporation will be elected based on a simple majority vote of the elected Board of Directors. The Elected Officers of the Corporation shall hold office for two (2) years or until the next appropriate annual meeting of the Board of Directors (Executive Committee) or until their respective successors shall have been duly elected and qualified. Officers may not serve more than three (3) consecutive terms in a given office without sitting out an election term (term is two (2) years).

 

Section 4. Resignation and Designation of Successors.

 

Any officer may resign at any time by giving written notice to the President or Vice President. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President.

 

Section 5. Removal.

 

Any officer may be removed by a 2/3 vote of the Board of Directors (Executive Committee) at any regular or special meeting of the Board at which a quorum of the whole Board is present, whenever in its judgment the best interests of the Corporation would be served thereby, but, such removal will be without prejudice to the contract rights, if any, of the officer so removed.

 

Section 6. Vacancies.

 

A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board of Directors (Executive Committee) for the unexpired term.

 

Section 7. President.

 

The President shall be the chief executive officer of the Corporation and, subject to the overall guidance and supervision of the Board of Directors (Executive Committee), give active direction and control of the business and affairs of the Corporation. He or she may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

 

Section 8. Vice President.

In the absence of the President or in the event of the President’s inability or refusal to act in the best interest of the organization as determined by the Board of Directors (Article VI, sections 5 and 6) the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of directors.

 

Section 9. Secretary.

 

The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation (if any); and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

 

Section 10. Treasurer.

 

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article X of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. All financially related accounts established and/or maintained by the Treasurer shall be subject to random audits by a third party as designated by the Board. Reports of such audits will be made available to Board of Directors and available for review by the US Government designated point of contact.

 

Section 11. Bonding.

 

If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Corporation shall furnish, at the expense of the Corporation, a fidelity bond, approved by the Board of Directors in such sum as the Board shall prescribe.

 

Section 12. Insurance.

 

The corporation may purchase and maintain insurance on behalf of any person who is or has been a director, officer, employee or agent of the corporation as a director, officer, employee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against liability under the provisions of the Tennessee not-for-profit corporation statues.

 

ARTICLE VII

 

Parliamentarian

 

Section 1: Definition
A Parliamentarian may be nominated by the President and appointed by the Chairman of the Board. After the first year of the Chapter’s existence, approval of two-thirds of the entire Board of Directors is also required. The position will have a term of one year or until a new Parliamentarian is appointed and approved. The Parliamentarian can be replaced by the President at the President’s discretion, but must be approved by the Board of Directors. In the absence of an appointed Parliamentarian, for any reason, the Board of Directors by a two-thirds vote of attending Board members may appoint a member of the Board of Directors to act as the Parliamentarian.

 

Section 2: Appointment

 

The nomination for the position shall be received from the President at the first Board of Directors meeting of the administrative year starting April 1. Upon approval by the Board of Directors, the President’s nomination will become the Parliamentarian.

 

Section 3: Eligibility

 

1. Any affiliate of the Organization in good standing who does not concurrently hold any office or chair position within the Organization is eligible.

2. The appointee must be familiar with the conventions of parliamentary procedure, and with the Constitution and Bylaws of the Organization.

 

Section 4: Duties

 

The Parliamentarian shall:

A. Advise the presiding officer at any meeting held under the aegis of the Organization of the proper and correct parliamentary procedure as required by the Bylaws by citing the authority, which guides the ruling.

B. Interpret, in confidence, parliamentary procedure, and Bylaws to any member of the Organization upon request.

C. In the absence of the Parliamentarian, the Board of Directors with a two-thirds vote will appoint a member of the Board of Directors to assume the role for the duration of the meeting.

 

ARTICLE VIII

 

AMENDMENTS

 

Section 1 Proposing Amendments.

 

Amendments to these bylaws may be proposed in writing or by email by the Executive Board or the Voting Affiliates. The Executive Board will discuss and debate each proposal. If any member of the Executive Board agrees that the proposal is applicable then they may bring forth a motion for the amendments and the Executive Board will vote on whether to extend the proposed amendment to the Voting affiliates. If seconded and passed, said motion will then be promptly presented to the Voting Affiliates by the President.

 

Section 2. Passing Amendments

 

The Bylaws may be amended by a two-thirds vote of the total votes cast before or during the next regular meeting of the IKMA. Votes may be cast by absentee ballot, email (digitally signed or by infragard.org email address), paper ballot or other electronic accounting as deem appropriate by the Executive Board. Notification by the President of a vote on a proposed amendment to the Bylaws must be given to the general membership at least six (6) weeks in advance of the meeting at which the vote will be taken.

 

ARTICLE IX

 

COMMITTEES

 

Section 1. Committees of Directors.

 

The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of one or more directors, such committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing these Bylaws, as noted in Article V of these Bylaws; electing, appointing or removing any member of any such committee or any director or officer of the Corporation; amending the Certificate of Incorporation of the Corporation, as noted in Article V, of these Bylaws; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law upon the Board or upon the director. Committees shall be established to address organizational issues and needs.

 

Section 2. Term of Office.

 

Each member of a committee shall continue as such until a successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof.

 

Section 3. Vacancies.

 

Vacancies in the membership of committees may be filled by appointments made in the same manner as provided in the case of the original appointments.

 

Section 4. Quorum.

 

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

 

Section 5. Rules.

 

Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

 

ARTICLE X

 

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

 

Section 1. Contracts.

 

The Board of Directors (Executive Committee) may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

 

Section 2. Checks, Drafts, etc.

 

All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer who is limited to $1,000 on his signature alone. Amounts above $1,000 must be countersigned by the President of the Corporation.

 

Section 3. Deposits.

 

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors (Executive Committee) may select.

 

Section 4. Gifts.

 

The Board of Directors (Executive Committee) may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

 

ARTICLE XI

 

MISCELLANEOUS PROVISIONS

 

Section 1. Fiscal Year.

 

The fiscal year of the Corporation shall be from January 1 through December 31, of the following year.

 

Section 2. Notice.

 

Whenever notice is required to be given to a director, IKMA representative, or officer under the provisions of these Bylaws, the Certificate of Incorporation of the Corporation or statute, such notice shall be given in writing, by first class, certified, or registered mail or by express delivery service, with postage or express delivery charges thereon prepaid, to such person at his or her address as it appears on the records of the Corporation. Such notice shall be deemed to have been given when deposited in the United States mail or delivered to the express delivery service. Notice may also be given by telegram, telex, fax, electronic mail, or telephone, and will be deemed given when received, if followed by a writing mailed on the same day or no later than the close of the next business day.

 

Section 3 Seal.

 

The official seal, if any, of the Corporation shall have inscribed thereon the name of the Corporation and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The official seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing, or affixing or causing to be printed, engraved, lithographed, stamped, or otherwise made, placed, or affixed upon any paper or document, by any process whatsoever, an impression, facsimile, or other reproduction of said official seal for any purpose upon approval by the Board of Directors.

 

Section 4. Books and Records.

 

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the meetings of the Voting Affiliates, the proceedings of its Board of Directors and those of committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members of its Board of Directors. Such records and books shall be subject to audit on a random basis with reports of audit provided to the standing Board of Directors and made available to the US Government Agency/Organization designated point of contact and the INMA.

 

ARTICLE XII

 

INDEMNIFICATION

 

The Corporation shall indemnify each director and each of its officers, for the defense of civil or criminal actions or proceedings as hereinafter provided and notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law.

 

The Corporation shall indemnify each of its directors and officers, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, actually and necessarily incurred or imposed as a result of such action or proceeding or any appeal therein, imposed upon or asserted against him or her by reason of being or having been such a director or officer and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner herein provided that he or she acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the Corporation that his or her conduct was not committed in bad faith, was not the result of active or deliberate dishonesty, and did not result in him or her actually receiving an improper personal benefit in money, services, or property, and, in the case of a criminal action or proceeding, in addition, that he or she had no reasonable cause to believe that his or her conduct was unlawful. A non-judicial determination that the officer or director has met the foregoing applicable standard of conduct by (1) the Board of Directors acting by a majority vote of a quorum consisting of directors who are not, at the time, parties to such action or proceeding or if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors consisting solely of two or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full Board of Directors in which the designated directors who are parties may participate; or (2) The opinion in writing of special legal counsel selected by the Board of Directors or a committee of the Board of Directors by majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if the requisite quorum of the full Board of Directors cannot be obtained therefore and the committee cannot be established, by a majority vote of the full Board of Directors, in which the directors who are parties may participate. If the foregoing determination is to be made by the Board of Directors, it may rely as to all questions of law, on the advice of independent legal counsel.

 

Every reference herein to a member of the Board of Directors (Executive Committee) or officer of the Corporation shall include every director and officer thereof and former director and officer thereof. This indemnification shall apply to all the judgments, fines, amounts in settlement, and reasonable attorney’s fees and expenses described above whenever arising, allowable as above stated. The right of indemnification herein provided shall be in addition to any and all rights to which any director or officer of the Corporation might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights.

 

Anything to the contrary notwithstanding, the Corporation shall not indemnify directors or trustees or other persons or entities, pay their expenses in advance or pay insurance premiums on their behalf if such indemnification payment, advance expense payment, or payment of insurance premium shall constitute a violation of any provision of the Internal Revenue Code of 1986, as amended (or corresponding provision of any applicable future United States Internal Revenue Service law).

 

BYLAWS OF INFRAGARD KNOXVILLE MEMBERS ALLIANCE
APPENDIX A

 

GLOSSARY OF TERMS

 

IMA

InfraGard Members Alliance

InfraGard Knoxville Members Alliance.
The IKMA is a Not-for-Profit Corporation that has been granted 501(c)(3) status by the IRS. The IMAs are the legal members of the INMA pursuant to the conditions contained in the operating agreement.

 

IKMA Board of Directors (or the “Executive Committee”)
The Executive Committee are the Officers of the IKMA. The officers are elected by the InfraGard Members who have voting rights in the IKMA.

 

Voting Affiliate
A Voting Affiliate is an InfraGard Member that has been granted voting rights by the IKMA.

 

InfraGard Member
An InfraGard Member is person who has been accepted by the FBI to participate in its InfraGard Program.

 

Advisory Board
An Advisory Board Member is appointed by the Board and serves the Board in an Advisory capacity only. Advisory Board Members have no vote on the Board or in the affairs of the INMA.

 

INMA

The InfraGard National Members Alliance.
The IMNA is a Not-for-Profit Members Corporation that has been granted 501(c)(3) status by the IRS. Its Members are the IMAs that have signed an “operating agreement” with the INMA.

 

Board of Directors of the INMA (or the “National Board”).
The BoD of the INMA is elected by the IMAs at the National Congress

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Record of Amendments:

2011: Article XI section 1 changed corporation fiscal year from October 1 through September 30 to January 1 through December 31 to coincide the calendar year in order to IRS reporting less cumbersome.

 

2012: Changed Article IV section 3 nomination and election to occur in September and November to coincide with the regular meeting schedule.

 

 

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