VERSION 1.1

June 2003

1. Name
2. Objectives
3. Code of Professional Ethics
4. Governance
4.1. Board Membership
4.2. Election Process for Board Positions
4.3. Board Meetings
4.4. General Meetings
5. Membership
5.1. Membership - Classes, Rights, Privileges, and Obligations
5.2. Membership - Election and Resignation
5.3. Membership - Dues
5.4. Membership Register
5.5. Member Dispute Resolution Process
6. Fiscal Year
7. Accounts and Audits
8. Operating Budget
9. Allocations
10. Signing officers
11. Borrowing
12. Dissolution and Distribution of Assets
13. Non Profit Activities
14. Remuneration
15. Inspection of Records
16. By-Laws


1. Name

The Society shall be called the “Calgary Security Professionals Information Exchange (SPIE) Society”, herein referred to as SPIE.

2. Objectives

SPIE exists to promote and advance the information systems security profession by:

• Sharing our knowledge and experiences on information and systems security matters in order to help each of us improve security within our own organizations.
• Improving individual members knowledge about information systems security.
• Providing a peer networking opportunity for members.
• Providing a forum for Special Interest Groups to advance knowledge and experiences on specific information and systems security domains.
  

3. Code of Professional Ethics

The Society shall adopt, publish, maintain and support a code of professional ethics and conduct which shall be binding on all members of SPIE.

4. Governance

A Board of Directors, herein referred to as the Board, will govern SPIE. The Board will ensure that effective governance is realized to meet the purpose of the Society, and that SPIE's financial and volunteer resources are properly managed. In so doing:

• The Board shall not approve a deficit operating budget;
• All members of the Board as defined below shall have an equal vote; and
• The Board will strive to achieve SPIE’s goals in a way that is consistent with its code of ethics.
  

4.1. Board Membership

4.1.1. All members of the Board must be members of SPIE in good standing.

4.1.2. Members shall be elected to the Board in accordance with the Election Process prescribed by the Bylaws.

4.1.3. A member of the Board may be expelled from the Board for sufficient cause by a two-thirds majority vote of the Board members present at a Board meeting. An expulsion from the Board shall take effect immediately following the vote. “Sufficient cause” shall include, but is not limited to:

• Failure to perform duties or fulfill responsibilities of the Board position;
• Failure to comply with the Society’s code of ethics, confidentiality statement or operating procedures.
  

4.1.4. The chairperson, with Board endorsement, may appoint a SPIE member to fill a vacant Board position on an interim basis until the next election provided that the appointee signs the Nomination Form agreement.

4.2. Election Process for Board Positions

4.2.1. Elections to fill vacant Board positions will be held at the next AGM.

4.2.2. All Board positions shall be for a two year term January 1 to December 31, and elections for each Board position will be held a minimum of every 2 years.

4.2.3. Those elected shall form a Board and, with the exception of individual resignation or expulsion, shall serve until their successors are elected and installed.

4.2.4. The SPIE Board shall establish a Nominating Committee to consider the candidates for Board positions and ensure that all candidates have complied with nominating procedures and meet the requirements of the position(s) for which they have been nominated. Such committee shall include the Chairperson.

4.2.5. Candidates for Board positions shall be identified to the Nominating Committee by formal submission using the Nomination Form approved by the SPIE Board for that purpose.

4.2.6. Nominees must sign the Nomination Form to confirm agreement to abide by SPIE Bylaws and Operating Procedures and to declare that the Nominee is a member in good standing in SPIE, does not have a criminal record in any country and has never been dismissed from a board position of any organization, non-profit or otherwise.

4.2.7. Nominees for Board positions must have been a member in good standing in SPIE for the full duration of the immediately preceding year. During the first year following incorporation, this requirement may be satisfied by recognizing membership in SPIE prior to incorporation as a non-profit organization.

4.2.8. Nominees for Chairperson must have been a member of the Board during the immediately preceding year. During the first year following incorporation, this requirement may be satisfied by recognizing membership on the interim Board that governed SPIE prior to incorporation as a non-profit organization.

4.2.9. The SPIE Board shall establish a Closing Date for Nominations as a deadline for receipt of all Nominations by the Nominating Committee.

4.2.10. Candidature for up to three Board positions may be indicated on the Nomination Form, but a candidate may be elected to only one Board position. Candidature for Board positions will be considered in the order in which the positions are listed on the Nomination form.

4.2.11. The Nominating Committee shall declare a Nominee elected by acclamation when exactly one Nomination Form has been received for a Board position by the Closing Date for Nominations.

4.2.12. A member in good standing who is neither a member of the Board nor a candidate for a Board position shall be appointed to oversee the voting process and the official count.

4.2.13. A vote shall determine the successful candidate for each Board position that is not filled by acclamation.

4.3. Board Meetings

4.3.1. Board Meetings will occur on a regular basis. Formal minutes will be taken and approved by the Board. Once approved, minutes will be made accessible to all members.

4.3.2. A special meeting shall be called by the Board at their discretion, or upon receipt of a petition setting forth the reason for calling such a meeting, and shall require twenty one days notice to all Board members.

4.3.3. Board members are expected to attend Board meetings.

4.3.4. The minimum quorum for a Board meeting shall be the Chairperson or Co-Chairperson in the absence of the Chairperson, and four additional members of the Board.

4.3.5. Board decisions shall be made by majority vote of the Board members present at a Board meeting, and the Chairperson, or Co-Chairperson in the absence of the Chairperson, shall vote only when required to decide a tie vote.

4.3.6. Any member of the Society may attend a Board meeting provided the Secretary is notified a minimum of seven days prior to the meeting.

4.4. General Meetings

4.4.1. The Chairperson will call an Annual General Meeting, herein referred to as "AGM", of all members on or before October 31 in each year. The AGM will include:

• Elections for vacant Board positions
• Annual report to members including:
• Financial stewardship
• Highlights for the year
• Plans for the upcoming year supported by a summary budget
• Review of Special Interest Group activity
• General business

4.4.2. The Chairperson may call an Special General Meeting, herein referred to as "SGM", of all members for the purpose of approving a change to the current operating budget, considering a special resolution or conducting such other business as the Board may determine.

4.4.3. The announcement for a General Meeting or a Special General Meeting will be sent via e-mail a minimum of 30 days prior to such meeting to all members in good standing as of the date such meeting is called.

4.4.4. Only members in good standing (paid-up membership dues) may vote at a General Meeting.

4.4.5. A quorum shall consist of ten percent (10%) of the members in good standing as of the date the General Meeting is called, rounded upward, or 15 members in good standing, whichever is greater.

4.4.6. Decisions at a General Meeting shall be made by majority vote of the members in attendance and eligible to vote at such meeting, and the Chairperson, or Co-Chairperson in the absence of the Chairperson, shall vote only when required to decide a tie vote.

4.4.7. Motions must be disclosed to members with the announcement for a General Meeting. Motions may be amended during such meeting, but new motions will not be accepted except where the motion is for formal consideration a later General Meeting.

4.5. Board Positions

4.5.1. Chairperson

• Serves on the Board.
• Provides leadership to the Board of Directors.
• Ensures the Board adheres to the bylaws and operating procedures of the Society.
• Acts as one of the signing officer for cheques and other documents, such as contracts and grant applications.
• May delegate certain responsibilities to the Co-Chairperson or Past Chairperson on occasion.

4.5.2. Co-Chairperson

• Serves on the Board.
• Assists the Chairperson in performing the duties of office, and performs such further duties and exercises such authority as shall be assigned or delegated by the Chairperson.
• Acts as a signing officer for cheques and other documents, such as contracts and grant applications.

4.5.3. Past Chairperson

• Serves on the Board.
• Advises and assists the Chairperson and Board as requested, and performs such duties and exercises such authority as shall be delegated or assigned by the Chairperson.

4.5.4. Treasurer

• Serves on the Board.
• Responsible for the treasury function, the financial affairs of the Society, the performance of all incidental duties, financial reporting, and the execution of such other duties as may from time to time be assigned by the Board.
• Signs, jointly with another office of the Board, cheques, drafts or other order of the Society for payment of money subject to such rules and regulations as may be in force from time to time by such banks, savings and loan companies or other depositories to which this Society shall have entrusted custody and safekeeping of all funds and securities of the Society. He/she and any member of the Board so designated by the Board, acting jointly, shall have the right to access these securities.
• Arranges, with approval of the Board, appropriate insurance coverage to insure the risks of the Society.
• Acts as a signing officer, with another officer for documents, such as contracts and grant applications.

4.5.5. Secretary

• Serves on the Board.
• Responsible for maintaining all official documents, correspondence and operating records for the Society, with the exception of financial records.
• Records and keeps the minutes for all Board Meetings and General Meetings.
• Acts as a signing officer for cheques and other documents, such as contracts and grant applications.

4.5.6. Membership Coordinator

• Serves on the Board.
• Responsible for the membership application, registration, verification, renewal and termination functions, and for the maintenance of all information pertaining thereto.

4.5.7. Communications Coordinator

• Serves on the Board.
• Responsible for the communications function including communication to Members within SPIE and communication between SPIE and third parties.

4.5.8. Meetings Coordinator

• Serves on the Board.
• Responsible for program and venue for regular monthly meetings.

4.5.9. Special Events Coordinator

• Serves on the Board.
• Responsible for program and venue for meetings and events other than regular monthly meetings.

4.5.10. Information Technology Coordinator

• Serves on the Board.
• Responsible for installation, configuration, maintenance and support, or provisioning thereof, for hardware and software that support the SPIE web-site, accounting system, membership database, e-mail client and other IT applications.

4.5.11. Members-at-Large (2 Board positions)

• Serve on the Board.
• Responsible for liaison with internal special interest groups and third parties that share a common interest.
• Execute other duties, as assigned by the Board.

5. Membership

• SPIE is an organization of professionals with responsibility in the information and systems security area.
• Members may include representatives from large or small organizations, consultants, educators, public sector, vendors or others who can contribute to and benefit from the Society.

5.1. Membership - Classes, Rights, Privileges, and Obligations

5.1.1. There is one class of membership, Regular, and all members of the Society belong to this class.

5.1.2. All members shall have the right to vote at a General Meeting and shall have the same rights.

5.1.3. Any member, subject to meeting Board Membership requirements as defined in section 4.1, may run for election to the Board when a new Board is to be selected.

5.1.4. All members will adhere to the Society’s code of ethics and confidentiality statement.

5.2. Membership - Election and Resignation

5.2.1. Any person over the age of 18 may apply to become a member of the Society. The stated fee shall accompany this application.

5.2.2. Any member wishing to withdraw from membership may do so by submitting a written (electronic or mailed) resignation to the membership coordinator. A member who resigns shall not be entitled to any refund.

5.2.3. Where a member is in arrears for fees or assessments, other than annual dues, for any year, such member shall be automatically suspended from the Society at the expiration of one month from the end of such year and shall not be entitled to membership privileges or powers in the Society until reinstated.

5.2.4. Membership may be revoked for any member for non-compliance with the Society’s code of ethics, confidentiality statement or operating procedures by a two-thirds majority vote of the Board members present at a Board meeting or by a majority vote of members in good standing at a General Meeting. However, before such recommendation is put to such vote, the member must be notified by registered letter of the contemplated action and must be given adequate opportunity to make representation in person, in writing, or through an authorized representative, to the Board. Where membership is revoked, the member will not be entitled to any refund in membership dues.

5.3.Membership - Dues

5.3.1. Membership dues shall be reviewed and set by the Board on an annual basis.

5.3.2. The dues of a member shall be payable upon application and annually thereafter upon receipt of a renewal invoice.

5.3.3. Membership must be renewed annually and will be valid for a maximum of one year.

5.3.4. Where a member fails to pay annual dues within a period to be established by the Board, such member shall be automatically suspended from the Society and shall not be entitled to membership privileges or powers in the Society until reinstated.

5.3.5. Receipts for membership dues and special events will be available upon request.

5.3.6. Membership dues will be non-refundable.

5.4. Membership Register

5.4.1. The Society shall keep a register of the members containing full name, address, date on which the person is admitted as a member, and date on which the person ceases to be a member. The membership date of a member shall be the original date the member joined the Society or the date of incorporation of SPIE as a non-profit organization, whichever is later.

5.4.2. The membership register is confidential and information contained therein shall only be made available to a member, other than a member of the Board, with the express consent of all other members.

5.5. Member Dispute Resolution Process

5.5.1. Any person whose membership has been revoked for any reason may appeal, in writing, to the Board to have his or her membership reinstated.

5.5.2. Where the Board receives a written appeal for reinstatement of membership, if the Board believes there is cause to consider the matter further, the Board may invite the person to appear before the Board at such time and place as the Board may see fit to make representation as to why their membership should be reinstated.

5.5.3. A two-thirds majority vote of the Board will be required to reinstate a revoked membership, and the Board may impose conditions of reinstatement or a period of probation.

6. Fiscal Year

6.1. The fiscal year of the Society shall be from September 1 to August 31.

7. Accounts and Audits

7.1. The books and accounts of the Society shall be kept in accordance with sound accounting practices.

7.2. The books, accounts and records of the Secretary and Treasurer shall be audited at least once a year by a duly qualified accountant or by two members of the Society elected for that purpose at the AGM.

7.3. The audited financial statement shall be presented to the membership at the AGM.

7.4. All accounts relating to the Society shall be kept in the Society’s name.

8. Operating Budget

8.1. The Board shall submit the proposed operating budget for the current fiscal year for approval at the AGM.

8.2. The Board may adjust the approved current operating budget, provided that the new operating budget is approved at an SGM.

9. Allocations

9.1. To insure a financial base for future projects, the Society may set aside any monies over and above the annual operating budget. These monies will be deemed to be Special Project capital.

9.2. At the discretion of the Board, Special Project capital may be divided into long and short term project funds and invested at the best available market rates. The maximum for long term investments will be no more than eighteen (18) months. The maximum for short term investments shall be no more than three (3) months.

9.3. For expenditure of monies in the Special Project fund, a project with accompanying budget must be approved at a General Meeting by the voting members.

9.4. All Special Projects offered by the Society should be structured not to run at a deficit.

10. Signing officers

10.1. All cheques drawn on the Society’s bank account shall be signed by the Treasurer and any one of the following: Chairperson, Co-chairperson or Secretary.

11. Borrowing

11.1. For the purposes of carrying out its objectives, the Society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Society and in no case shall debentures be issued without the sanction of a special resolution of the Society.

12. Dissolution and Distribution of Assets

12.1. In the event of the dissolution of the Society, all of its remaining assets after payment of its liabilities shall be distributed to one or more organizations in Alberta with similar objectives.

13. Non Profit Activities

13.1. The Society shall carry out its operations without pecuniary gain to its members and any profits or other accretions shall be used to promote the objectives of the Society.

14. Remuneration

14.1. Unless authorized at any meeting and only after notice for same shall have been given, no officer or member of the Society shall receive any remuneration for his or her services.

14.2. Meeting presenters and other invited guests of the Society may be given an honorarium or other remuneration at the discretion of the Board.

15. Inspection of Records

15.1. The books and records of the Society may be inspected by any member of the Society at the AGM or at anytime upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same.

15.2. Each member of the Board shall at all times have access to such books and records.

16. By-Laws

16.1. The By-laws may be altered, rescinded or added to by a "special resolution" and will not come into effect until it has been registered and accepted by the Registrar as defined in the Societies Act.