BYLAWS. Florida Space Coast Chapter. NCMS, Inc. THE SOCIETY OF INDUSTRIAL SECURITY PROFESSIONALS A NONPROFIT ORGANIZATION ARTICLE I - NAME

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1 BYLAWS Florida Space Coast Chapter NCMS, Inc. THE SOCIETY OF INDUSTRIAL SECURITY PROFESSIONALS A NONPROFIT ORGANIZATION ARTICLE I - NAME The name of this organization shall be the Florida Space Coast Chapter of NCMS, Inc., The Society of Industrial Security Professionals. It is chartered as a unit of the NCMS, Inc. The Society of Industrial Security Professionals herein designated as NCMS, is to operate within the limits of the Charter and is subject to and will abide by the Bylaws of NCMS. Section 1 - Purpose The purpose of this Chapter shall be: ARTICLE II PURPOSE & SCOPE 1. To provide a means of enabling Chapter members to assemble for training in, and discussions of classification management in the disciplines of industrial security, information security, government designated unclassified information and intellectual property. 2. To advance the professional knowledge of Chapter members in all matters relating to classification management and information security. 3. To foster the highest qualities of security professionalism among its Members. 4. To observe and promote the objectives and tenets and to participate in the affairs of NCMS.

2 Section 2 Scope The Chapter shall 1. Develop and promote education and training of members in the application of requirements of industrial security in support of the security of the United States and its allies as described in the National Industrial Security Program. 2. Develop and promote education and training of members in the application of classification management principles, practices, procedures, and techniques in protecting government designated unclassified information and intellectual property, in all forms. 3. Advance the professionalism of Members through a formal certification program recognized by government and industry. 4. Advance its purpose by representation and participation on U.S. government and professional security councils, committees, boards and forums and through formal comment, proposal, petition, and coordination. ARTICLE III MEMBERSHIP Section 1: Active membership in this Chapter will be limited to members in good standing of NCMS, as defined by the National Bylaws Article III, Section 1, who work or reside in the Florida Space Cost Chapter area. Membership status in NCMS shall determine membership within the Chapter. Section 2: Membership is assigned by the Executive Director, NCMS. The determination of chapter assignment is based on the geographical location of the member in relation to the chapter location. Members may not disaffiliate from their assigned chapter unless approved by the Executive Director. Section 3: Reinstatement of a member for any reason will be handled as described in the National Bylaws Article III, Section 4. Section 4: Only those members in good standing as described in the NCMS Bylaws Article III, Section 2(a) shall be entitled to vote. Members of the Society shall be entitled to vote for the Directors of the Society and in polls of the Society. All members shall be entitled to vote and to hold office in the Chapter, except that Board of Directors may not hold Chapter Offices. These rights shall be revoked upon termination of membership. Section 5: Chapter Officers shall be empowered to resolve all questions relating to Chapter membership. In the event that Chapter Officers determine that denial, suspension or revocation of Chapter membership is indicated for a member of the Chapter who is in good standing, they shall formally petition the NCMS National Board of Directors for permission to initiate such action.

3 ARTICLE IV DUES Section 1: There are no Chapter dues associated with the chapter for members in good standing with NCMS as defined by the National Bylaws Article III, Section 1. ARTICLE V OFFICERS Section 1: The election of officers of this Chapter shall be a Chairperson, a Vice Chairperson (optional), a Secretary and a Treasurer. The positions of Secretary and Treasurer may, at the discretion of a majority of the members, be a single office. Section 2: No person may be elected, be appointed or serve as a Chapter Officer who is not a Regular member of the Society in good standing as defined by the NCMS By Laws, Article III, Section 1. Section 3: The Chapter Officers shall be elected by ballot, at least 30 days prior to the end of the calendar year, to serve a two year term. If there is only one nominee for an office, election may be voice vote. A majority vote shall elect, be it a majority of the members or a majority of the members at a meeting at which there is a quorum. Initial election of officers may be scheduled at any time by a majority of the Chapter members. Section 4: No member shall hold more than one elective office at any one time. Elected Officers may continue to be eligible to hold an office for as long as the membership nominates them and the officer(s) receive the majority vote of the members present. Any part of a term in excess of six months shall be considered a term. Section 5: Chapter members who are elected to the National Board of Directors of NCMS shall not be eligible to hold a Chapter office. If a person is a chapter officer and then elected to the board during that time, they must resign the chapter position. A Chapter Officer may hold the position of Chapter Liaison and Chapter Officer at the same time. Section 6: If the Chairperson leaves the position before a regular election, then that position will be filled by the Vice Chairperson. In the interest of time, any other Chapter Officer vacancy should be filled by the Chapter Chairperson appointing someone with the concurrence of the Chapter or the Executive Officers, rather than a Chapter vote. Section 7: The results of Chapter Elections shall be sent to the NCMS Executive Director and NCMS President five (5) days after the election. Section 8: The duties of the Chapter Officers shall be as follows:

4 The Chapter Chairperson shall: 1. Preside at all meetings of the Chapter 2. Appoint a chairperson for each standing committee; 3. Appoint special committees; 4. Be empowered to sign and endorse checks by and for the Chapter; 5. Approve all notices to members; 6. Be an ex officio member of all committees except the nominating committee; 7. This is covered in treasurer and secretaries duties 8. A schedule of planned meetings at the beginning of each chapter year shall be submitted to the Executive Director, if available. 9. Provide report of election results to the NCMS President and Executive Secretary within five (5) days after election. The Vice Chairperson shall: 1. Preside at all meetings of the Chapter in the absence of the Chapter Chairperson; 2. Assume the office of Chapter Chairperson should the position become vacant for any reason; 3. Perform such duties as may be requested by the Chapter Chairperson. The Secretary shall: 1. Keep an accurate record of all meetings of the Chapter; 2. Keep an accurate record of the Executive Board meetings; 3. Keep records of such other activities as the Chapter Chairperson may direct; Copies of significant correspondence shall be submitted to the Executive Director within 30 days after the meeting for which the minutes are written. 4. Minutes of each chapter meeting shall be submitted to the Executive Director within 30 days after the meeting for which the minutes are written.

5 5. Maintain the Chapter Charter and file all documents and correspondence belonging to the Chapter. 6. Maintain the Chapter Bylaws and have them available at all meetings of the Chapter; 7. Ensure that the Annual Chapter Report is submitted to the NCMS Executive Director no later than 1 March each year. 8. Provide advance notice of all Chapter meetings. 9. Prepare certificates of appreciation and thank you letters for guest speakers and organizations that host meetings. The Treasurer shall: 1. Receive funds associated with Chapter related business; 2. Be empowered to sign and endorse checks by and for the Chapter; 3. Issue receipts; 4. Keep an accurate record of all receipts and disbursements and make a report at each Chapter meeting; 5. Submit books for audit at the close of term, or at the request of the Executive Board or a duly appointed finance committee; 6. Prepare, under the direction of the Chapter Chairperson, the annual Chapter Financial Status Report, not later than 1 March the NCMS Executive Director.

6 ARTICLE VI - COMMITTEES Section 1: The standing committees shall be: Education and Training, Programs and Meetings, Membership, and Nominations. The Chairperson shall appoint a committee Chairperson for each of the standing committees. Each Committee Chairperson shall appoint his/her own committee and may attend meetings of the Executive Board. In addition: 1. The Chapter Chairperson shall be a member ex officio of all committees, except the nominating committee; 2. Standing committees, except the nominating committee, shall notify the Chapter Chairperson of all meetings and shall send copies of all official correspondence to the Chapter Secretary. 3. Committees may transact business by mail or , if necessary. Section 2: The duties of standing committees shall be as follows: Programs and Meetings 1. Determine the education and training needs of the members; 2. In coordination with the Program Chairperson, plan and/or present educational programs at Chapter meetings, seminars and other Chapter functions. 3. To ensure that the Chapter meetings are properly coordinated, arrange for the guest speakers and notify the members of upcoming Membership 1. Ensure that all eligible persons in the Chapter area are aware of the Chapter, and encourage them to join; 2. Take necessary steps to gain renewals of existing memberships and to retrieve delinquent members; 3. Ensure that membership applications, NCMS brochures, publications and other publicity items are available at all Chapter meetings and at such other functions as may be deemed advisable with the permission of the sponsoring agency;

7 These duties are supplemental to, and shall not conflict with, the membership activities of NCMS Programs and Meetings Nominating Committee The Chairperson of the Nominating Committee shall select at least two additional Chapter members to serve on the Nominating Committee. Chapter Officers and members of the Executive Board are not eligible to serve on the Nominating Committee in any capacity unless, under the conditions of these Bylaws (one word like previously written), they are ineligible to run for any office. The Nominating Committee shall: 1. Select a slate of candidates with two nominees for each position, whenever possible. 2. Ensure at the time that the nominee is willing to serve and that the nominees have the support of their organizations. 3. Establish an election time which will provide for the election of officers. The election may be held at a regularly scheduled meeting of the Chapter, by mail, NCMS Survey tool or by . When the election is held by mail, the voting period shall be at least 30 days, but less than 40 days in duration. elections will have a voting period of at least 14 days, but less than 30 days. 4. Accept written or floor nominations provided the nominee has given consent or is present. ARTICLE VII - MEETINGS AND QUORUMS Section 1: Regular meetings of the Chapter shall be held at least once per quarter. The frequency of the meetings may be changed by a majority vote of all members. The Chapter Chairperson, with the consent of the Executive Board, may cancel any meeting for just cause. Section 2: Special meetings may be called by the Chapter Chairperson, by a majority of the officers, or by a majority of the members. Section 3: The annual Chapter meeting shall be the next regular meeting following the election of officers in an election year, and the last regular meeting of the year in a non-election year. Reports shall be given by all Officers, and the installation of officers shall take place if not previously accomplished. Section 4: A quorum shall consist of one more than 20 percent of the members in good standing, unless otherwise directed within these Bylaws.

8 Any actions requiring approval of the members will be determined by a majority of the members present when a quorum is present. Where is used, the majority of membership present shall be the members responding by the activity. Section 5: If the Chapter Chairperson leaves the position before a regular election, then that position will be filled by the Vice Chair. In the interest of time, any other Chapter Officer vacancy should be filled by the Chapter Chairperson appointing someone with the concurrence of the Chapter or the Executive Officers, rather than a Chapter vote. Section 6: The elected Officers and the immediate Past Chairperson of the Chapter shall compose the Executive Board of the Chapter. The Chapter Chairperson shall be Chairperson of the Executive Board. Chapter members who are National Directors will be ex officio members of the Executive Board. ARTICLE VIII - DELEGATES The Chapter Chairperson or senior Chapter official present shall represent the Chapter at the NCMS Annual Meeting and shall present any required Chapter reports, otherwise a delegate and alternate delegate shall be elected by majority vote prior to the NCMS Annual meeting. The Chapter Chairperson is to attend the bi-annual Chapter Chairperson/ Board of Directors meetings and be prepared to present a report on the activities of the Chapter and the financial well being of the Chapter. Should the Chapter Chairperson be unable to attend, the Vice Chairperson should attend. Should neither be able to attend, a volunteer will be requested from among the other Chapter Officers and Chapter members. If more than one individual volunteers to attend, the delegate shall be appointed by the Chapter Chairperson. If no Chapter member volunteers to attend, the Chapter Chairperson shall notify the Chapter s Board of Director representative that no one will be attending the upcoming Chapter Chairperson/ Board of Directors meeting. ARTICLE IX - AMMENDENTS Section 1: All proposed amendments to these Bylaws must be submitted to the NCMS Board of Directors for approval prior to submission to the Chapter members for vote. Section 2: The Bylaws may be amended at any meeting of the Chapter by a majority vote, provided the amendment has been submitted in writing to the members prior to the meeting. A quorum must be present.

9 Section 3: All questions of interpretation or construction of these Bylaws shall be decided by the Executive Board. ARTICLE X - REMOVAL FROM ACTIVE STATUS Should the Chapter, by majority vote of its members at the time, or by direction of NCMS, become inactive, or disbanded, or dissolved for any reason the Charter and records of the Chapter shall be forwarded to the Executive Secretary of NCMS for safekeeping and historical purposes. The Chapter funds shall be transferred to the NCMS Treasurer for use by NCMS as determined by the Board of Directors. 05/08