Article One - Name and Seal

Section 1. The name of the non–profit corporation is the International Security Management Association, hereinafter referred to as the "Association."

Section 2. The Board of Directors shall provide a corporate seal, which shall include as a minimum the name of the Association.

Article Two - Members

Section 1. Class of Members. The members of the corporation shall be divided into three (4) classes as follows: Active, Life, Government Associate, and Honorary. The classifications for membership in each class shall be:

(a) Active Members

Security Practitioners: Executives of private business enterprises whether profit or non–profit, whose primary responsibility in the enterprise is the development and formation of policies and controls for the protection of the assets and revenues in all forms of the business enterprise. In addition, security responsibilities of the Executive must be related to the overall mission of assets protection. The Executive must be actively employed as the senior security official in a company, operating autonomously, whose assets and/or sales exceed five hundred million dollars ($500,000,000) per annum.

Suppliers of Security Services: The Chief Executive Officer of a company operating autonomously engaged in supplying a full range of consultative security services, and whose business revenues which derive from such services meet or exceed forty million dollars ($40,000,000) per annum.

The Active Member must be a recipient of a Baccalaureate Degree or its international equivalent from an accredited institution of higher learning or must have a minimum of six (6) years of experience in a policy making role in the security profession in private industry.

(b) Life Members

This membership may be awarded to any member who has been in good standing for five(5) or more years, and has permanently retired from full–time employment following service to the profession of security management as deemed by the Board of Directors to warrant Life Membership status.   The Board of Directors shall develop and distribute, on a continuing basis, an objective matrix for use in assessing the eligibility of Life Member applicants, based on significant contributions to the organization, and approved by the Board of Directors.   Life Members shall be non-voting members and shall be exempt from payment of dues and the participation requirements of Article Two, Section 5(c).  

(c)  Government Associates

This membership may be awarded to a specific position in a government agency where a close and continuing relationship between ISMA and the government agency is advantageous to both parties.  Nominations must be made by an Active or Life Member, reviewed and approved by the Government Relations Committee and forwarded to the ISMA Board of Directors for approval.  This membership will continue as long as the individual occupying the position remains in the same or similar position.  If the individual leaves that position, the membership will expire.  Application for membership by a successor may be considered following the above-stated process.  Government Associates must attend ISMA semiannual meetings to ensure continuing dialogue and understanding between the ISMA membership and the government agency.  Government Associate members shall be non-voting members and shall be exempt from payment of dues.

(d) Honorary Members

This membership may be awarded to any individual who has made a significant contribution to the enhancement of the security, criminal justice, law enforcement, and risk management profession, or currently serves in a position with an organization deemed to so contribute.   Election of Honorary Members shall be upon approval of a majority of the entire Board of Directors and shall continue at their discretion.  Honorary members shall be non-voting members and shall be exempt from payment of dues and the participation requirements of Article, Two, Section 5(c).

Section 2. Election of members. Any person interested in becoming a member of the Association shall submit to the  Association a written and signed application, on a form approved by the Board of Directors. Such application shall be accompanied by the written sponsorship of three (3) members in good standing.

All applications for membership shall be submitted to the membership committee, duly considered by the committee, and approved or disapproved by a majority vote of the committee. Upon approval of the application by the membership committee and payment of the required initiation fee and dues, the applicant shall become a member of the Association.

Any applicant who has been disapproved by the membership committee, or any sponsor of such applicant, shall have the privilege of review by the Board of Directors. The decision of the Board shall be final.

Section 3.  Annual Membership Review. The membership committee shall review annually the membership and the several classifications of memberships and shall provide notice to each member disqualified for failure to meet, or continue to meet, membership qualification standards, with the right of hearing before the Board of Directors guaranteed to any member who objects to a proposed termination. The decision of the Board shall be final.

Section 4. Voting Rights. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

Section 5. Termination of Membership. The Board of Directors, by affirmative vote of two–thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed hereinafter.

(a) Automatic Termination of Membership. Any change in the employment or employment status of a member which does not satisfy the requirements of membership in the first instance will cause that membership to be automatically terminated without refund or rebate of dues previously paid. Members changing employment for future employment in a position that would qualify for association membership may continue their membership for a period not to exceed one year while seeking such employment.

(b) No member shall use the Association, its records or files for personal profit.

(c) Minimum Participation Requirements. The ability of the Association to accomplish its mission is dependent upon the interest and the participation of its members in its affairs. The failure of any member to attend at least one (1) of four (4)  consecutive semi-annual meetings shall constitute grounds for termination for cause of his/her membership as specified in this section, except that attendance at any Association workshop program scheduled between such annual meetings shall be deemed to satisfy this requirement.

Section 6. Resignation. Any member may resign by filing a written resignation with the Association, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other changes theretofore accrued and unpaid. No pro rated refund of dues paid shall be permitted.

Section 7. Reinstatement. On written request signed by a former member and filed with the Secretary, the Board of Directors, by the affirmative vote of two–thirds of the members of the Board, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.

Section 8. Transfer of Membership. Membership in the Association is not transferable or assignable.

Article Three - Meetings of Members

Section 1.  Semi-Annual Meeting. A semi- annual meeting of the members shall be held in the months of June and January at such time and place as designated by the Board of Directors.  Election of the Board of Directors shall occur at the June semi-annual meeting (formerly referred to as the annual meeting).   The Board, by a majority vote of its members, may schedule these meetings to adjoining months when extraordinary circumstances necessitate such a change. If the election of Directors is not held on the day designated herein for the June semi-annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.  Other general business of the Association can be conducted at either semi-annual meeting.

Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than one– third of the members having voting rights, at a place designated and approved by the Board of Directors.

Section 3. Notice of Meetings. The membership shall be notified of the membership meeting, not less than ten (1) nor more than thirty (30) days before the date of such meeting.   

Section 4. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereof.

Section 5. Quorum. Members holding one–third of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 6. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after two (2) months from the date of its execution, unless otherwise provided in the proxy.

Section 7. Voting by Mail. Where Directors or officers are to be elected by members or any class or classes of members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

Article Four - Board of Directors

Section 1. Number. The number of Directors shall be not less than five (5) and not more than fifteen (15); the exact number of Directors to be established from time to time by resolution of the Board.

Section 2. Classes and Tenure. The membership of the Board shall be divided into three classes in respect of term of office, each class to contain as near as may be one–third of the whole number of the Board.

Except for the special terms of the original Board, the members of one class shall serve until the June semi-annual membership meeting held in the year following their election; the members of the second class shall serve until the June semi-annual membership meeting held two years following their election; and the members of the third class shall serve until the June semi-annual membership meeting held three years following their election; provided, however that in each case Directors shall continue to serve until their successors shall be elected and shall qualify. Annually, one class of Directors shall be elected to serve until the June semi-annual membership meeting three years next following and until its successor shall be elected and shall qualify. Each Director shall be a member in good standing of the Association.

Section 3. General Powers and Duties. The Board of Directors shall have control and management of the affairs and business of the Association. The Directors shall in all cases act as a Board, regularly convened, and, in the transaction of business, the act of a majority present at a meeting, except as otherwise provided by law or the Articles of Incorporation shall be the act of the Board, provided a quorum is present. The Board shall be vested with full power and authority to put into effect the laws, resolutions, and decisions of the Association, to exercise general supervision over receipts and expenditures, to approve budgets, to appoint employees or agents, to prescribe the duties of its officers, to fix compensation of employees, if any, and to do all other acts and things which are consistent with statute and the By–laws.

The Board shall have authority to declare vacant the directorship of any Director who fails to attend fifty percent of the meetings of the Board in twelve (12) consecutive months without permission of the Board itself, as reflected by formal resolution of the Board in its meetings.

Section 4. Vacancy. Whenever any vacancy shall occur in the Board of Directors, by means of death, resignation, removal, or increase in the number of Directors, or otherwise, it may be filled by a majority vote of the remaining Directors, though less than a quorum, for the balance of the term, except that, in the case of an increase in the number of Directors, such vacancy may be filled only until the next annual meeting of the membership of the Association, at which time the vacancy shall be filled by vote of the membership.

Section 5. Removal of Directors. Any Director may be removed either with or without cause, at any time, by a vote of a majority of the members who were entitled to vote for the election of the Director sought to be removed, at any special meeting called for that purpose, or at the June semi-annual meeting.

Except as otherwise prescribed by statute, a Director may be removed for cause by vote of majority of the entire Board. Failure by a Director to attend meetings of the Board as set forth in Section 3 shall empower the Board to declare vacant the directorship of the particular Director, by resolution entered in the minutes of the meeting of the Board.

Section 6. Resignation. Any Director may resign his office at any time, such resignation to be made in writing and to take effect immediately without acceptance.

Section 7. Quorum. At any meeting of the Board of Directors, the presence of a majority of the Board shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than fifteen (15) days later.

Section 8. The Board of Directors shall hold regular meetings which shall occur immediately preceding and immediately following the adjournment of the June semi-annual meeting of the membership of the Association. Other meetings of the Board shall be held at such times as the Board may from time to time determine.

Section 9. Notice of Meeting. The meetings of the Board of Directors, which shall occur on the day immediately preceding the semi-annual membership meeting and the meeting immediately subsequent to adjournment of the such membership meeting, shall not require notice.

Special meetings of the Board may be called by order of the President, or by one–third of the Directors for the time being in office. The Secretary shall give personal notice of the time, place, and purpose of each special meeting either by mail at least seven (7) days before such meeting; or by electronic means at least seventy–two (72) hours before such meeting.

At any meeting at which all of the Directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

At meetings of the Board, the President, the ranking Vice President, or if neither are present, a member of the Board selected by a majority of the Directors present, shall preside.

Before or at any meeting of the Board, any Director may, in writing, waive notice and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof.

Section 10. Nominating Committee and Elections. A Nominating Committee shall be formed annually for the purpose of selecting nominees for the Board of Directors. The Committee shall be the final authority of each candidate's qualifications.

The Committee shall be comprised of not less than three (3) nor more than five (5) individuals, no two of whom should be employed by the same company, or by a company and its subsidiary. The first Vice–President shall serve as a member and Chairman of the Nominating Committee; other members being selected by the President and confirmed by the Board.

The Nominating Committee shall have authority to function until the next June semi-annual membership meeting immediately following its appointment.

The Nominating Committee shall meet by direction of its Chairman, and in such manner as he shall designate, not less than forty–five (45) days prior to the June semi-annual membership meeting and shall designate the slate of eligible candidate(s) for each Directorship for which elections are to be held.

The report of the Nominating Committee shall be delivered to the Secretary not less than thirty (30) days prior to said June semi-annual meeting.

The Secretary shall prepare ballots listing all nominations, and send them to the membership not less than twenty (20) days prior to the June semi-annual meeting accompanied by notice that they must be marked and received by the Secretary not less than five (5) days prior to the June semi-annual membership meeting. In case of a tie vote in respect to any Directorship, ballots carrying the names of the tied individuals shall be prepared and submitted for balloting at the June semi-annual meeting.

Only Active Members shall be eligible as candidates for the Board of Directors.

The Secretary shall notify the President of those persons elected to the Board. The President shall then notify all nominees in writing of their election or non–election, and the Board of Directors and the membership as soon as practicable. New Board members shall take office on the following first of July.

Article Five - Officers

Section 1. Officers. The officers of the Association shall be a President, a First Vice–President, a Second Vice–President, a Secretary, a Treasurer, and such other officers as may be elected in accordance within the provisions of this article. The Board of Directors may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.

Section 2. Election and Term of Office. The officers of the Association specified in Section 1. of this Article shall be nominated and elected annually by the Board of Directors from among their number at the regular semi-annual meetings of the Board of Directors. The Board shall annually appoint a Nominating Committee comprised of the President, as Chairman, the First Vice– President, and three other Board members selected and appointed by the Board. The elected First Vice–President in any year shall succeed in the next year to the Office of President. If the First Vice-President is serving in his last year on the Board, his term is automatically extended one year for the purpose of fulfilling the position of President. In the event that the incumbent First Vice–President is ineligible to succeed to the office of President, the Second Vice–President shall automatically succeed to the office of President. The automatic succession provision defined herein shall be operative only if the succession does not otherwise conflict with these By–laws.

New offices may be created and filled with members of the Association at any meeting of the Board of Directors, as may be desirable, provided the powers and duties vested in such offices are otherwise consistent with the By–laws.

The term of elected officers shall be for one year, and commence automatically on the first of July. No member shall hold the office of President for more than one term. Each officer shall hold office until his successor has been duly elected and qualified.

Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors from among its members for the unexpired portion of the term.

Section 5. Powers and Duties. The several officers shall have such powers to perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority to perform and discharge the duties of officers of the same title serving in non–profit professional societies having the same or similar general purposes and objectives as the Association.

Section 6. Office of the President. The President shall be the chief executive officer and representative of the Association.

He shall preside at meetings of the Board of Directors, at all meetings of the general membership and of the Executive Committee. He shall discharge and supervise all of the affairs of the Association, as well as other specific tasks as may, from time to time, be assigned by the Board.

He shall be ex–officio a member, without vote, of all the standing committees.

Section 7. Vice–Presidents. The Vice–Presidents, shall in the order of their designation, discharge such duties as may be delegated by the President from time to time.

In the absence or disability of the President, the Vice–Presidents, in order of their rank as fixed by the Board of Directors, shall perform all of the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions of the President.

Section 8. Secretary. The Secretary shall record and keep the minutes of all meetings of the Board of Directors and of the membership. He shall cause notice to be given of meetings of the membership and of the Board of Directors. He shall have custody of the corporate seal and general charge of the records, documents and papers of the Association pertaining to the duties vested in other officers. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the By– laws.

The Secretary, in the event of his absence or disability, may appoint, at the discretion of the Board, an Assistant Secretary to perform his duties with the full powers of the Secretary. Such Assistant Secretary may be a Life Member.

Section 9. Treasurer. The Treasurer shall have general custody of all the funds and securities of the Association, subject to such regulations as may be imposed by the Board or by the By–laws of the Association. He shall endorse on behalf of the Association for collection checks, notes, and other similar obligations, and shall deposit the same to the credit of the Association at such bank, banks, or depositories as the Board of Directors may designate. He shall sign all receipts and vouchers. He shall sign, with such other officer, as the Board may designate, if any, all checks of the Association. He shall issue promissory notes on behalf of the Association only when specifically directed by the Board to do so. He shall enter or cause to be entered regularly in the books of the Association full and accurate account of all moneys received and paid by him on account of the Association; shall at all reasonable times exhibit his books and accounts to any Director of the Association upon application at the office of the Association during business hours; and whenever required by the Board or the President, shall render a statement of his accounts. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the By–laws. He shall give bond, if required by the Board for the faithful performance of his duties in such sum and with such surety as may be satisfactory to the Board. In the case of the absence or disability of the Treasurer or his refusal or neglect to act, the Second Vice–President may perform all of the functions of the Treasurer, subject to the same bond requirements, if any, as may be approved by the Board of Directors.

Article Six - Business Manager

Section 1.  A business manager may be employed or contracted by the Board of Directors and will carry out duties as delegated and directed by the Board of Directors and will supervise staff and volunteers as required.

Article Seven - Committees

Section 1. Standing Committees. The following Standing Committees are established by these By–Laws:

(a) Executive Committee

The Executive Committee shall be comprised of the President, Vice–Presidents, Treasurer, and Secretary. The Executive Committee shall provide the elected officers with counsel and assistance in managing the affairs of the Association.

The Board of Directors reserves to itself alone the power to recommend to the membership any action requiring their approval, change the membership of any committee at any time, fill vacancies therein, and discharge consistent with the By–laws any committee either with or without cause at any time. Subject to the foregoing limitations, the Executive Committee shall possess and exercise all other powers of the Board during the interval between meetings. The President shall act as Chairman of the Executive Committee, and the Secretary shall record and keep the minutes of its proceedings.

(b) Nominating Committee

The Nominating committee shall be formed annually with powers and duties as described in Article Four, Section 10 of these By–Laws.

(c) Membership Committee

The President of the Board of Directors shall appoint a membership committee of active members and/or Board Members, and a member of the board to chair the committee.  The membership committee shall collectively review all applications for membership to the Association and shall be the final arbiter on eligibility for membership in the By-Laws.

(d) Finance Committee

The Finance Committee shall be comprised of three (3) persons appointed by the President from the Board of Directors, and two (2) from the general membership. The Finance committee shall elect a Chairman from one of the three (3) Director members. The Finance Committee shall exercise such powers as may be specifically delegated to it by the Board and act upon such matters as may be referred to it from time to time for study and recommendation by the Board or the President.

(e) Past Presidents Committee

The Past Presidents Committee shall be comprised of former presidents of the Association who remain in good standing and who desire to serve thereon. The Committee shall advise the incumbent president and the Board of Directors in matters related to the Association mission and objectives, and any other matters relative to the professional or business activities of the Association. The Committee chairman will be appointed by the incumbent president.

Section 2. Other Committees. The Board of Directors may also appoint such other committees as the Board may determine necessary, which shall have such powers and duties as shall from time to time be prescribed by the Board. The President shall be a member ex– officio of each committee appointed by the Board of Directors.  The President of the Board may appoint active or life members on committees of the Association, unless otherwise prescribed in the By-Laws.

Section 3. Rules of Procedure. A majority of the members of any committee may fix its rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action and shall be subject to revision, alteration, and approved by the Board of Directors; provided that no rights or acts of third parties shall be affected by any such revision or alteration.

Article Eight - Miscellaneous

Section 1. Regional Units. The Board of Directors may establish regional or local units to exercise such rights and powers or perform such duties as the Board may from time to time determine. Rules of governance for such units shall be set forth, amended, or revised by the Board.

Section 2. Fiscal Year. The fiscal year of the Association shall be from 1 July through 30 June of the following year.

Section 3. Waiver of Notice. Any notice required to be given under the provision of these By–Laws or otherwise may be waived by the member, Director, or officer to who such notice is required to be given.

Article Nine - Interpretation and Amendment of By–laws

Section 1. The Board of Directors shall be the final arbiter in the construction and interpretation of the By–Laws. Section 2. The Board of Directors shall have the power to add any provision of these By–Laws by the vote of a majority of all of the Directors at any regular or special meeting of the Board, provided that a statement of the proposed action shall have been included in the notice or waiver of notice of such meeting of the Board.

The members may alter or repeal any provision of the By–Laws, except as otherwise provided, by the vote of two–thirds of the members at any meeting of the membership, provided that a statement of the proposed action shall have been included in the notice or waiver of notice of such meeting of the membership. A petition endorsed by at least one-third of the membership may bring a proposed amendment to the By-Laws for vote by the membership following appropriate notification to the membership and discussion.

Section 3. Indemnification. The Association shall indemnify every Director, officer, or employee against all expenses and liabilities, reasonably incurred or imposed in connection with any legal action arising from the office or position held by such Director, officer, or employee in the Association, provided that the Board of Directors determines in good faith that such Director, officer, or employee was acting in good faith within what he reasonably believed to be the scope of his authority or employment, and for a purpose which he reasonably believed to be in the best interests of the Association or its members.