Preamble

President William Clinton issued Executive Order 13010 (FAS link) titled “Critical Infrastructure Protection” on 15 July 1996 establishing the President’s Commission on Critical Infrastructure Protection (PCCIP) and the Infrastructure Protection Task Force (IPTF). The objective of the PCCIP was to create a strategy for the protection of the national infrastructure. The IPTF was charged with coordinating existing infrastructure protection efforts while the PCCIP prepared a strategy.

Both the PCCIP and IPTF recognized the need for establishing a “partnership between Government and infrastructure owners and operators beginning with the increased sharing of information relating to infrastructure threats, vulnerabilities, and interdependencies” (“Critical Foundations: Protection America’s Infrastructures”, The Report of the PCCIP, October 1997, page 27).

In August 1996, the Cleveland FBI Field Office contacted local government officials and information security professionals employed by infrastructure owners and operators within the public and private sectors to meet and discuss critical infrastructure protection. The resulting association was named InfraGard.

Article I – Identification

The Northern Ohio Chapter of InfraGard, hereafter referred to as the Cleveland Chapter or Chapter, shall be a non-profit association working in partnership with the Federal Bureau of Investigation, hereafter referred to as the FBI. It shall be the chapter of InfraGard associated with the FBI field office with headquarters in Cleveland, Ohio.

Article II – Purpose and Objective

The purpose and primary objectives of InfraGard are:

  • To educate the general populous on the vulnerabilities that exist with our country’s national infrastructure; and
  • To provide forums for the exchange of information between the government, the owners and operators of the national infrastructure, and others concerned with the protection of the national infrastructure.

Article III – Membership

Section 1 – Membership

Membership shall be open to those interested in supporting the purpose and objectives of InfraGard. Anyone wishing to join the Cleveland Chapter may do so by completing the InfraGard Membership Application form, which includes agreement to abide by the code of ethics as well as affirmation that the individual membership is supported by the individual’s organization. Optionally, the member’s organization may take advantage of any special information access privileges offered by completing the appropriate agreement form(s).

A Member in ‘“Good Standing” shall be defined as follows:

  • The individual has met all requirements for membership as defined in Article III, Section I, of the By-Laws of the Cleveland Chapter.
  • The individual has attended at least one quarterly Cleveland Chapter meeting within the past year.
  • The individual has successfully logged into the national InfraGard portal at least once in the last six months.
  • The individual has conducted themselves with a high level of integrity with respect to InfraGard and its mission, including:
    • Abiding by the code of ethics, bylaws and council resolutions of InfraGard.
    • Refraining from activities that create an appearance of impropriety or that appear to be counter to InfraGard’s mission. Such activities may include, but are not limited to:
      • Knowingly providing false information on InfraGard forms or other required documentation.
      • Misusing program funds or using funds without approval.
      • Using InfraGard membership primarily as a means to market products services or otherwise achieve personal gain.

The Cleveland Chapter Executive Council will determine whether to remove a member’s status of ‘“Good Standing”, based on the failure to meet one or more of the aforementioned criteria and by a vote of 2/3 of the Chapter Executive Council members serving.

The InfraGard National Members Alliance (hereafter referred to as INMA) can, with warning, terminate membership based on inactivity as determined by use of the national InfraGard portal.

Depending on the reason for termination, the Chapter Executive Council can reinstate the member’s status of ‘“Good Standing” by a vote of 2/3 of the Council members serving.  Addition back onto the official INMA roster may require reapplying for membership as referenced in Section 1.

Section 2 – Dues and Fees

Local Cleveland Chapter dues will be paid annually by each individual member. Dues for the upcoming year will be set by the Executive Council. Special fees may also be assessed by the council for additional services. Such fees may either be required of the member or the member’s organization as appropriate.

Cleveland Chapter members will be alerted to any change in dues or fees from the previous year at least thirty days before the fees are due.

Section 3 – Termination

Upon termination of a member’s participation for any reason, the Executive Council will ensure that the change in membership is appropriately processed. The process will include, but not be limited to, the actions below:

  • Notifying the INMA of the termination
  • Canceling all rights and responsibilities afforded the terminated member
  • Deactivating passwords and encryption keys used by the terminated member to access protected InfraGard web sites
  • Recovering all InfraGard books, video, software and other materials temporarily provided to the terminated member by InfraGard.

Article IV – Executive Council

Section 1 – Duties

The Executive Council of the Cleveland Chapter shall consist of an Executive Director, Secretary, Treasurer, six (6) Directors, and an FBI representative appointed by the Special Agent in Charge of the Cleveland Field Office. The Executive Council shall have general supervision over the affairs of the Cleveland Chapter, select the hour and place of meetings, and perform such other duties as specified in these bylaws.  Executive Council member terms will be for two (2) years commencing in January.

The Executive Director shall preside at each meeting of the general membership and at all meetings of the Executive Council. In addition, the Executive Director shall have the following specific duties and responsibilities:

  • Be chairperson of the Executive Council
  • Prepare the agenda for all meetings of the general membership and Executive Council.

The Secretary shall record minutes of all meetings of the Cleveland Chapter and report them to the Executive Council as necessary.  The Secretary will also handle routine external correspondence for the Chapter.

The Treasurer shall act as custodian of all monies held by the Cleveland Chapter.

Section 2 – Nominations and Elections

Chapter Executive Council nomination requirements are as follows:

  • Any member in good standing is eligible for nomination for the Executive Council.
  • Nominations may be made by the candidate or by any other member in good standing.
  • The nomination must include a statement of the individual’s qualifications in a format determined by the Chapter Executive Council.
  • Each candidate shall provide a written statement indicating that their employer will support the individual’s service on the Chapter Executive Council and accommodate their needs to attend to Chapter business. This includes attendance at Chapter and Chapter Executive Council meetings.
  • Nominations shall be submitted according to the schedule established by the Chapter Executive Council.
  • Nominations for the Chapter Executive Council shall be reviewed by the Chapter Executive Council or by an Election Committee appointed by the Executive Director with the approval of the Chapter Executive Council.
    • All nominations will be reviewed to verify that the individual is a member in good standing.
    • All nominations will be reviewed to assure that the qualification statement has been submitted.
    • All nominations will be reviewed to assure that the statement of employer support has been submitted.

If all credentials are in order, the Chapter Executive Council will add the individual to the ballot according to the provisions of the Chapter By-Laws.

Executive Council members shall be elected by popular vote, as follows:

  • The Executive Council will distribute to all Cleveland Chapter members an invitation to nominate individuals for open council seats.
  • Nominations will be received for a reasonable period of time, as determined by the Executive Council.
  • At the end of such time, the Executive Council will distribute to all members a ballot that clearly states the name and qualifications of each nominee for open council seats.
  • Elections will be held electronically prior to the December meeting.
  • All ballots will be available prior to elections with a required return date prior to the general meeting where the results will be announced.
  • Any Cleveland Chapter member in good standing thirty (30) days prior to the election date may vote.
  • The nominees receiving the highest number of votes will join the Executive Council for a total of 9 members serving.
  • Tie votes will be handled by a run-off election.
  • The members elected assume office at the January meeting and will elect the Executive Director, Secretary, and Treasurer during that Executive Council meeting.

National Executive Council nomination requirements are as follows:

  • All nominations for the National Executive Council shall be made by the Cleveland Chapter Executive Council according to procedures established by the National Executive Council.
  • Any member in good standing who has served at least one term on the Cleveland Chapter Executive Council, served on a standing committee of the Cleveland Chapter or has served as a Sector Chief of the Cleveland Chapter may be nominated for a position on the National Executive Council.

Section 3 – Committees and Sectors

In execution of the functions of the Chapter, the Executive Council may appoint Committee Chairs or Sector Chiefs. Individuals in these positions will serve at the leisure of the Executive Council as long as they are willing to execute the duties bestowed upon them.  These individuals will act as an extension of the Executive Council in a non-voting capacity and will consult the Council with regard to tasking, funding and action within the assigned area of responsibility.

Section 4 – Vacancies

Whenever a vacancy in the position of Executive Director occurs, an interim Executive Director shall be appointed by the Executive Council. The Executive Director so appointed shall remain in office for the remainder of the term.

Whenever a vacancy occurs in the position of Director, Secretary, or Treasurer, the Executive Director will appoint a replacement, who shall serve for the remainder of the term.

Whenever a vacancy occurs in the position of Committee Chair or Sector Chief, the Executive Council will locate and appoint a qualified replacement.

Section 5 – Disciplinary Procedures

If a member of the Cleveland Chapter has reason to believe that any individual participant or his or her organization is acting against the interests of InfraGard, that member shall notify the Executive Council in writing. The Executive Council shall conduct a confidential investigation to determine if further action is required, and make recommendations for any disciplinary or corrective actions. The censure, reprimand or suspension of a member or his or her organization shall require two-thirds (2/3) vote of the Executive Council.

The Executive Director may be removed by a two-thirds vote of the membership of the Cleveland Chapter whenever, in its judgment, the interests of InfraGard will be served. Executive Council members will be removed from office if such action is recommended by the Executive Council and is approved by a two-thirds vote of the general membership.

Section 6 – Delegation of Authority

In case of the absence of any Executive Council member of the Cleveland Chapter, or for any other reason that the Executive Council may deem sufficient, the Executive Council may delegate the power or duties of an absent council member to any other council member or to another Cleveland Chapter member on a temporary basis provided a majority of the Executive Council concurs therein.

Section 7 – Execution of Documents

Unless otherwise provided by the Executive Council, all contracts, leases, commercial paper, and legal documents shall be signed by the Executive Director or Treasurer. All checks, drafts, notes and orders for the payment of money shall be signed by the Executive Director or the Treasurer.

Section 8 – Loans and Contracts with Executive Council members

No loan of money or property or any advance on account of services to be performed in the future shall be made to any Executive Council member of the Cleveland Chapter, but InfraGard may enter into lease agreements or contracts with members of the Executive Council if the Executive Council so decides.

Article V – Meetings

Section 1 – General Membership Meetings

The Cleveland Chapter will hold a meeting open to all members at least quarterly. The Executive Director or a suitable designee will preside over general membership meetings. The Executive Council will be responsible for ensuring that members are notified in a timely manner of the date, time, location, and agenda of each meeting.

Section 2 – Executive Council Meetings

The Executive Council of the Cleveland Chapter will meet monthly to ensure the smooth functioning of the organization.

Section 3 – Special Meetings

A special meeting may be called by the Executive Council or shall be called upon receipt in writing of a request for such a meeting from ten percent of the members of the Cleveland Chapter. The purpose of the meeting must be stated. Except in cases of emergency, at least 30 days warning shall be given.

Section 4 – Quorum

In matters requiring a vote of the Executive Council, one-half of the total number of council members will constitute a quorum.

In matters requiring a vote of the general membership, 10 percent of the total number of members will constitute a quorum.

Section 5 – Manner of Conduct

All meetings of the general membership shall be conducted in an orderly fashion and in accordance with Robert’s Rules of Order Newly Revised as reasonably construed in view of the purpose and character of the Cleveland Chapter, except as may be provided otherwise in these bylaws.

Article VI Amendments

These bylaws may be adopted, amended or repealed by a two-thirds (2/3) majority vote of the Executive Council.

Article VII – General Policy Statements

The statements listed below are intended to guide the Executive Council in making decisions for or on behalf of the Cleveland Chapter, as well as alleviate any confusion as to what are proper procedures. Typically, these statements have been reviewed and approved by the Executive Council.

POLICY STATEMENTS:

1. Because the Cleveland Chapter must not publicize its members’ names and companies, membership rosters and sign-in sheets may not be provided to vendors or to meeting presenters. Further, meetings and/or training sessions may not be videotaped. (Adopted 10/2001)

E-mail lists may not be shared with organizations or used for marketing purposes by any organization. The Cleveland Chapter reserves the right to use such lists for making members aware of InfraGard related meetings and announcements. (Adopted 3/2003).

2. Any Executive Council member proposing changes to an initiative developed by a special committee must discuss those changes with the committee chairperson, or his or her designee, before taking action on them. (Adopted 10/2001)

3. The normal payment timeframe for charges incurred by the Cleveland Chapter is thirty days. Payment may be expedited upon approval by the Cleveland Chapter Treasurer. (Adopted 10/2001)

4. In order to maintain the credibility of the Cleveland Chapter, anyone unable to complete a task for an initiative that has been announced to the membership must notify the Executive Council. Notification must be made in sufficient time to allow others to assist in the effort. (Adopted 10/2001)

Article VIII – Resolutions and Motions

The chapter resolutions and motions are listed below. The purpose is to document the proposed and approved resolutions and motions by the Executive Council, as well as the date they were adopted.

RESOLUTIONS & MOTIONS:

1. In order to ensure the Executive Council can continue to function as a unified body representing the membership, any board member intending to contact FBI personnel other than the designated InfraGard coordinator regarding chapter business, must notify all board members at least two (2) business days beforehand. (Approved 07/2001)

The Cleveland Chapter is an information sharing and analysis effort serving the interests of and combining the knowledge base of a wide range of members. As a result, the Cleveland Chapter cannot endorse or solicit any vendor product or service. Notification of activities related to specific products or services, including vendor presentations and training opportunities, are provided solely for informational purposes. (Official disclaimer, approved 08/2001)

The current InfraGard training committee has the authority to offer the current InfraGard Executive Council members free seats to the InfraGard sponsored training session it is planning. (Approved 10/2003).

If Executive Council members are allotted free seats at an InfraGard training session, each Executive Council member is allowed to give his or her seat for the session to another person within his or her company. (Approved 12/2001)

The Cleveland Chapter will assist new in-district Chapter formations, as well as Special Agents with their efforts in stimulating interest in the Cleveland Chapter, with a grant of up to $150.00 for each event they hold. This financial assistance is subject to adequate treasury funds and Executive Council approval and is limited to $1,500.00 per calendar year. (Approved 11/2003)