Article 1 – NAME AND PURPOSE
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. The Secretary will approve and post an agenda for the meeting no less than twenty-four hours before the beginning of the meeting. Any issues which board members wish to have discussed and voted upon at the meeting must be submitted in writing to the Secretary no less than forty-eight hours before the meeting. Board meetings may be physical or virtual.
Section 2 – Annual Board meetings
An Annual board meeting shall be held once a year to appoint officers, receive reports on the activities of SecMidwest over the past year, and vote on the direction of SecMidwest for the coming year. Reports will be given by the President and Treasurer regarding the state of the corporation. Any issues which board members wish to have discussed and voted upon at the annual board meeting must be submitted in writing to the Secretary no less than forty-eight hours before the meeting. 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. Board meetings may be physical or virtual.
Section 4 – Special meetings
A petition presented to all voting members and approved by one half (1/2) 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 meeting. Meetings may be physical or virtual, but effort should be made to communicate special meetings to all Members of SecMidwest.
Section 5 – Quorum
At least two-thirds of eligible members present at a regular or annual meeting shall constitute a quorum.
Section 6 – Voting
All issues to be voted on during a meeting shall be passed by a simple majority of members 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. Any full member who is not considered delinquent in their responsibilities by the Officers or board of directors is eligible to voting.
Section 7 – Proxy Voting
Proxy voting is allowed by a) an e-mail or b) any process pre-approved by the Secretary prior to the vote. Any new processes must be pre-approved by the secretary no less than 24 hours prior to the vote.
Section 8 – Notice
Notice will be posted by the secretary on the official website. Notice and proposed agenda for any board member meeting will be made available at least 1 calendar days before the meeting unless agreed upon by a majority of the board of Directors.
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 and directors shall serve in one-year terms.
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 8 – Officers
- SUB-SECTION 1 – PRESIDENT
The President shall convene and preside over meetings of the board, regular, and annual meetings.
- SUB-SECTION 2 – VICE PRESIDENT
The Vice President shall be responsible for fulfilling the responsibilities of any vacant board position, as well as presiding over meetings when the President is unable.
- SUB-SECTION 3 – SECRETARY
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.
- SUB-SECTION 4 – TREASURER
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 9 – 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. To make the board an odd number there is the possibility for directors without specific responsibilities.
Section 10 – 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 11 – Resignation and termination
Any member of the board may resign at any time by submitting a resignation in writing to the Secretary, President, or Vice President. A member of the board may be terminated by a three-fourths vote of the board.
Section 12 – Conflict of interests
Any board member, officer or director that has a conflict of interest with a vote may voluntarily withdraw.
Section 13 – Absences
If any board member, officer or director that has circumstances which exclude them from a proxy vote or meeting attendance, the board of Directors may temporarily appoint any current member of the board or a member of SecMidwest as an acting member for that role to temporarily fill the missing role of board member or officer.
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.