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 InfraGard Members Alliance, hereafter referred to as the NOIMA, 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 InfraGard Members Alliance 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.
  • To provide networking to include the sharing of employment opportunities within the critical sectors 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 NOIMA may do so by completing the InfraGard Membership Application form, which includes an agreement to abide by the code of ethics as well as an 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 NOIMA.
  • The individual has attended at least one quarterly NOIMA 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 concerning 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.

Status of ‘“Good Standing” is based on the failure to meet one or more of the criteria above.

The InfraGard National Members Alliance (hereafter referred to as INMA) or the FBI can terminate membership based on inactivity or behavior as determined by use of the national InfraGard portal and information gathered through law enforcement channels.

Addition back onto the official INMA roster requires reapplying for membership as referenced in Section 1.

Section 2 – Dues and Fees

Dues for the upcoming year will be set by the Executive Council. There are no current requirements to pay dues locally. 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.

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

Should the NOIMA Executive Council determine to charge dues, bylaws could be amended.

Section 3 – Termination

Upon termination of a member’s membership for any reason, 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 via the Portal
  • Canceling all rights and responsibilities afforded the terminated member
  • Deactivating passwords and encryption keys used by the terminated member to access protectedInfraGard web sites
  • Recovering all InfraGard books, video, software and other materials temporarily provided to the terminated member by InfraGard
  • Removing from InfraGard mailing lists and groups

Article IV – Executive Council

Section 1 – Duties

The Executive Council of NOIMA shall consist of at minimum a President, Vice President, Secretary, Treasurer, Sector Chief Director and six (6) Directors along with an FBI representative appointed by the Special Agent in Charge of the Cleveland Field Office. Additionally, when available two non-voting College Student Members. The Executive Council shall have general supervision over the affairs of the NOIMA, 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.
  • President and Vice President terms shall not exceed (4) years each level or a combined (6) years in succession. If a member serves as Board Member, and two years as Vice President then they may only serve as President for 2 years once the year 2019 has passed.
  • Non-voting College Student Members shall not exceed (1) year and may not be reappointed.
  • Executive Council members shall not consist of not more than one member of any single corporation or family.
  • Executive Council members will have consecutive term limits of no more than six (6) years.
  • Members may rejoin after a 12 month sabbatical.

The President shall preside at each meeting of the general membership and all meetings of the Executive Council. Also, the President 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 Vice President shall preside at each meeting of the general membership and all meetings of the Executive Council if the President is unavailable. Also, the Vice President shall have the following specific duties and responsibilities:

  • Serve as the President in the event of the removal or resignation of the President thus removing a single point of failure in the Leadership position.
  • When the President’s term is complete, the idea for the position of Vice President is to give continuity to the management of the organization and assume the position of President.

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

The Treasurer shall act as custodian of all monies held by the NOIMA. To ensure coverage for single point of failure, another Executive Council Member will be selected to back up the Treasurer.

The non-voting college student board member shall serve at each meeting of the general membership and all meetings of the Executive Council to enhance the experience of the member and advise on matters about recruiting and membership of local college students.

Section 2 – Nominations, Elections, and Expectations

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 President 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 NOIMA members an invitation to nominate individuals for open council seats.
  • Nominations will be received for a reasonable period, as determined by the Executive
  • Council.
  • At the end of such time, the Executive Council will distribute to all members a ballot that states the name and qualifications of each nominee for open council seats.
  • Elections will be held electronically before the December meeting.
  • All ballots will be available before elections with a required return date before the general meeting where the results will be announced.
  • Any NOIMA member in good standing thirty (30) days before the election date may vote.
  • The nominees receiving the highest number of votes will join the Executive Council for a total of twelve (12) members are serving not to include the non-voting college student members.
  • Tie votes will be handled by a run-off election. In the event of a second tie, it will be handled by a vote from the current Executive Council.
  • The members elected assume office at the January meeting and will elect the President, Vice President, Secretary, and Treasurer during that Executive Council meeting and will also be responsible for appointing the two non-voting student members based on availability by a usual majority vote of the Executive Council.

National Executive Council nomination requirements are as follows:

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

Regional/National Representative nomination requirements are as follows:

  • All nominations for the Regional Representatives shall be made by a volunteer from the Northern Ohio Chapter Executive Council membership according to procedures established by the National Executive Council.
  • Any member in good standing who has served at least one term on the NOIMA Executive Council as President, may be a volunteer and be nominated for a position on the Regional Council.

Minimum Expectations of Executive Council members:

  • The individual has met all requirements for membership as defined in Article III, Section I, of the By-Laws of the NOIMA.
  • Assist in the planning, execution, and maintenance of Chapter activities.
  • The individual has attended at least one monthly Executive Council meeting each quarter.
  • The individual has attended at least two quarterly NOIMA meetings each year.
  • Volunteering to take the initiative and participate in all aspects of the needs of the NOIMA InfraGard activities.
  • The individual has conducted themselves with a high level of integrity concerning 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.

Section 3 – Committees and Sectors

In execution of the functions of the Chapter, the Executive Council may appoint Committee Chairs, Advisory Board members or Sector Chiefs.

Individuals in these positions will serve at the pleasure of the Executive Council as long as they are willing to execute the duties bestowed upon them along with assisting in the management of duties. These individuals will act as an extension of the Executive Council in a non-voting capacity and will consult the Council about tasking, funding, and action within the assigned area of responsibility. These individuals shall abide by the same minimum expectations of Executive Council members listed above without exception.

Section 4 – Vacancies

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

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

Whenever a vacancy occurs in the position of Committee Chair, Sector Chief Director, Advisory Council or Sector Chief the Executive Council will appoint a qualified replacement as needed.

Section 5 – Disciplinary Procedures

If a member of the NOIMA 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 President of the NOIMA may be removed by a two-thirds vote of the membership of the NOIMA whenever, in its judgment, the interests of InfraGard will be served.

Executive Council Directors will be removed from office if such action is recommended by the President and is approved by a majority vote during a meeting of the Executive Council if the individual is not performing at minimum expectations listed above. It should be understood that commitment, initiative and active participation in NOIMA activities, along with regular attendance in Executive Council meetings (and calls) are expected behaviors of all Executive Council Members.

Section 6 – Delegation of Authority

In case of the absence or resignation of any Executive Council member of the NOIMA, 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 another selected member of the NOIMA on a temporary basis provided a documented meeting with the Executive Council occurs and 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 President or Treasurer. All checks, drafts, notes, and orders for the payment of money shall be signed by the Treasurer or designated back up.

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 NOIMA, 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 NOIMA will hold a meeting open to all members at least quarterly. The President or a suitable designee will preside over all members and invited guests. The Executive Council will be responsible for ensuring that members are notified promptly of the date, time, location, and agenda of each meeting. Once a year however, there will be a yearly “members only” meeting at the Cleveland FBI Headquarters each year where the agenda will be based on the input from the FBI staff via their coordinator.

Section 2 – Executive Council Meetings

The Executive Council of the NOIMA will meet at minimum, monthly via phone to ensure the smooth functioning of the organization. Once a quarter, the Executive Council will meet face to face in place of the phone call when available.

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 NOIMA. 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, a quorum will consist of at least six (6) of the total number of voting council members.
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 accordance with Robert’s Rules of Order Newly Revised as reasonably construed given the purpose and character of the NOIMA, except as may be provided otherwise in these bylaws.

Article VI Amendments

These bylaws may be adopted, amended or repealed by a quorum 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 NOIMA, 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 NOIMA 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 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 NOIMA 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 NOIMA is thirty days. Payment may be expedited upon approval by the NOIMA Treasurer. (Adopted 10/2001)

4. To maintain the credibility of the NOIMA, 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:

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 NOIMA 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 NOIMA 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 NOIMA will assist new in-district Chapter formations, as well as Special Agents with their efforts in stimulating interest in the NOIMA, 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 the calendar year. (Approved 11/2003)

To remove the above item: “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)” as it seems to no longer serve a purpose and impedes communication with the FBI. (Approved 9/2017)