Section 1 – Name

The name of the organization shall be Security Midwest, Inc. henceforth referred to as SecMidwest. It shall be a 501(c)3 nonprofit organization incorporated under the laws of the state of Iowa with all regulations enumerated in Chapter 504 Revised Iowa Nonprofit Corporation Act not otherwise enumerated below.

Section 2 – Purpose

This corporation is organized for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. To this end, the corporation shall provide multiple avenues of free education, information sharing, and networking centered around the securing of information systems, physical security, and general information practices and subjects. All funds, whether income or principal, and whether acquired by gift, contribution, or otherwise, shall be devoted to said purpose.

Section 3 – Mission Statement

The Mission of SecMidwest is to provide a free, vendor-neutral forum for the expansion and dissemination of industry knowledge, to extend the culture of security awareness, and enable members to make informed, and educated security decisions.

Article 2 – MEMBERSHIP

Section 1 – Types of membership

There shall be one class of membership. Only human persons may be considered a member. All members shall be aligned with the mission statement of SecMidwest, as interpreted by the appointed board of Directors.

Section 2 – Definition of Membership

A member shall be defined as a) any person who has attended a SecMidwest event with their individual purpose aligned with the SecMidwest mission statement and b) that does not officially represent any external entity.

Article 3 – EVENTS

Section 1 – Event definition

SecMidwest events are learning events either scheduled or unscheduled. Events may be virtual or physical and are subject to interpretation by the SecMidwest board of Directors.

Article 4 – MEETINGS

Section 1 – Board meetings

A board meeting shall be held each quarter. Agenda and meeting minutes can be made available by request. Board meetings may be physical or virtual.

Section 2 – Annual Board meetings

An Annual board meeting shall be held as needed to appoint officers, receive reports on the activities of SecMidwest over the past year, and vote on the direction of SecMidwest. Annual Board meetings may be physical or virtual.

Section 3 – Special board meetings

A special board meeting may be held at any time. The member of the board calling the meeting will make a good faith effort to notify all board members of special meetings and approve and post an agenda for the meeting as soon as possible before the convening. Special Board meetings may be physical or virtual.

Section 4 – Special meetings

A petition presented to all voting members and approved by a simple majority of voting members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting. Notification of the result of the petition shall be presented to all members prior to the special meeting. Special Meetings may be physical or virtual, but effort should be made to communicate special meetings to all Members of SecMidwest.

Section 5 – Quorum

Simple majority of eligible officers at board meetings, annual board meetings, special board meetings, or special meetings, shall constitute a quorum.

Section 6 – Voting

All issues to be voted on during a meeting shall be passed by a simple majority of the officers present who have voting rights on the given issue. If there is more than one option being considered for a given issue, then runoff votes will be held until a majority is reached.

Section 7 – Proxy Voting

Proxy voting is allowed by any process approved by the Secretary prior to the vote.

Section 8 – Notice

Notices will be posted by the secretary on the official website.

Article 5 – Board of Directors

Section 1 – Role

The role of the board shall be to oversee the day to day operation of SecMidwest, organize committees and fill board vacancies. The board shall have the power to speak, and appoint a representative to speak, on behalf of the organization to all external bodies and persons.

Section 2 – Terms

Officers are considered board members and board directors and shall serve until they resign or are replaced by a vote.

Section 3 – Board size

The size of the board shall consist of the defined officers, plus a number of board members defined by the Officers. Effort will be made to keep the size of the board an odd number to reduce the risk of tie votes.

Section 4 – Meetings

The board shall meet once a quarter at a time determined by the board. Board meetings shall be closed to the public, but the board has the option to invite participants as needed. Meetings may be physical or virtual as necessary.

Section 5 – Eligibility

Any full member is eligible to serve on the board or in any officer position.

Section 6 – Compensation

No officer or director or member will be compensated for their service to SecMidwest.

Section 7 – Officers


The President shall convene and preside over meetings of the board, special, and annual meetings.


The Secretary shall keep public records of meetings and actions taken by the board and voting members and assure that required corporate records are maintained.


The treasurer shall be responsible for keeping a public record of the organization’s finances and releasing funds when required for organization expenses. The treasurer shall publish policies regarding how money can be appropriated and the processes for doing so. The treasurer shall keep the financial information available to members with minimal notice; the only exception is that any member financial information remains anonymous to the extent permitted by law.

Section 8 – Board members

There shall be as many board members as Officers decide are necessary. The board members shall be tasked with specific areas of responsibility and will be given the authority to fulfill those responsibilities. Board members who are not officers do not get to vote on issues at any board meetings.

Section 9 – Vacancies

When a vacancy exists on the board mid-term, a special meeting of the board shall be held, and a new member appointed by the current board of directors.

Section 10 – Resignation and termination

Any member of the board may resign at any time by submitting a resignation in writing to any Officer. A member of the board may be terminated by a simple majority of the Officers.

Section 11 – Conflict of interests

Any board member, officer or director that has a conflict of interest with a vote may voluntarily withdraw.

Section 12 – Board member requirements, responsibilities, and expectations

  • Required to attend a minimum of 9 out of 12 monthly meetings in a calendar year.
  • Required to vote at all quarterly board meetings.
  • Required to create, present, contribute to content, or generally participate in the preparations and hosting of meetings. (give talks, find someone to give a talk, host opening presentations, set up the venue, procure food/drinks, etc.)
  • Required to respond timely to board communications on the official communications platform, currently Discord. (Generally, check notifications within 24 hours)
  • Board members will work together to make sure content that is ready no less than 14 calendar days prior to the monthly meeting.

Failure to meet these requirements will obligate you to attend a reinstatement meeting, if you wish to remain on the board.

Article 6 – BYLAWS

Section 1 – Amendments

These bylaws may be amended by a two-thirds majority at any board meeting. Amendments may only be proposed by board members.

Section 2 – Integrity

Should any of the provisions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions of these Bylaws shall be unaffected by such a holding.