Last revised June 2026
BYLAWS OF THE OKLAHOMA CHAPTER OF THE INFORMATION SYSTEMS SECURITY ASSOCIATION INC.
ARTICLE I
NAME
The name of this organization shall be the Oklahoma Chapter, Information Systems Security Association, Inc., (ISSA) hereafter referred to as the “Chapter”.
ARTICLE II
PURPOSE AND OBJECTIVES
The primary purpose of the Chapter is to promote the education of its members for the improvement and development of their capabilities relating to the security of information system processing, pursuant to Section 501 (c)(6) of the 1954 Internal Revenue Code.
More specifically the objectives of the Chapter are (a) to promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of information systems security, and information or data processing; (b) to encourage a free exchange of information security techniques, approaches, and problem solving by its members; (c) to provide adequate communication to keep members abreast of current events in information processing and security which can be beneficial to them and their employers; and (d) to communicate to management and to systems and information processing professionals the importance of establishing controls necessary to ensure the secure organization and utilization of information processing resources.
ARTICLE III
MEMBERSHIP
SECTION 1. Membership in the Chapter is based upon one having primary interest and active involvement in information systems security in the private or public sector, as well as membership in ISSA International. In addition, membership is contingent upon interest in the purposes and objectives of the Chapter as stated in Article II, and observance of the ISSA Code of Ethics as a prerequisite for and as a condition of continued affiliation with the Chapter.
Membership is subject to provisions of the ISSA Articles of Incorporation, and the Bylaws of ISSA and the Chapter, and to rules established by the ISSA and Chapter Board of Directors.
Membership:
General Members; (i) Professionals who have as their primary responsibility information systems security in the private or public sector, or professionals supplying information systems security consulting services
to the private or public sector; or (ii) Educators, attorneys, and law enforcement officers having a vested interest in information/data security; or (iii) Professionals with primary responsibility for marketing or supplying security equipment or products.
Student Members: Full-time students interested in a career in or dealing with information systems security. SECTION 2. The Chapter Board of Directors, at their discretion, may provide for other classes of membership.
SECTION 3. Members who maintain their membership by payment of dues as required under Article VII of the Bylaws and who otherwise qualify shall be considered in good standing and entitled to full privilege of membership.
SECTION 4. A member is in good standing upon payment of chapter dues. The member is no longer considered a member in good standing if the membership has expired or chapter dues have not been paid.
SECTION 5. Any member may resign at any time, but such resignation shall not relieve the resigning individual from payment of dues for the expired portion of the current fiscal year or give any right to rebate of dues or any right to a pro rata or other share of the assets of the Chapter.
SECTION 6. The Board of Directors, at any meeting at which a quorum is present may, by a two-thirds vote of those present terminate the membership of any member who in its judgment has violated the Bylaws, ISSA International Code of Ethics, or who has been guilty of conduct detrimental to the interests of the Chapter of ISSA, provided that such person shall have been granted an opportunity for a hearing before the Board. The Board shall provide at least thirty days’ (30) notice of the hearing to be given in writing, delivered by registered mail, to the member against whom charges may be preferred. Such action by the Board of Directors shall be final and shall cancel all rights, interests or privileges of such member in the service or resources of the Chapter.
ARTICLE IV
OFFICERS
SECTION 1. The officers of the Chapter must be general members in good standing as of the date of their election. These officers shall be President, Vice President, Secretary, and Treasurer. These officers, along with three (3) members at large, shall constitute the Board of Directors. The President shall act as Chairperson thereof.
SECTION 2. The President shall be the executive head of the Chapter and shall preside at all meetings of the Chapter. The President shall have the power to call special meetings if deemed necessary for the benefit of the Chapter and shall have the deciding vote in case of a tie decision.
The President shall cause the Chapter Bylaws to be reviewed each year by the Chapter Board of Directors. This review shall be for the purpose of familiarizing each Board Member with the duties and responsibilities of their office and to identify any changes that may be required to keep the Bylaws current.
SECTION 3. The Vice President shall attend to the duties of the President in his/her absence or in case the President’s office may become vacant for any cause whatsoever, and shall attend to any other duties as the President may require. Additionally, the Vice President shall review all membership applications for eligibility, and serve as chairman of special committees.
SECTION 4. The Secretary shall record and keep minutes of all meetings, and shall maintain the official records of the Chapter. He/she shall coordinate with the President to maintain sufficient membership address lists as to ensure that all members in good standing are notified of meetings, and are in receipt of all other correspondence necessary to the conduct of the Chapter. At the direction of the President, the Secretary shall also transmit and respond to all correspondence of the Chapter, and perform any other duties customarily associated with the position.
SECTION 5. The Treasurer shall collect all monies or articles of value belonging to the Chapter, and shall keep an accurate account of all treasury receipts, expenditures, and deposits. These duties include invoicing and collecting payments from sponsors. The Treasurer will also lead efforts to develop the Chapter spending plan.
SECTION 6. Three (3) Members-at-Large will fill additional responsibilities as assigned by the President. These include the following:
a. Communications with chapter members, website maintenance, social media presence
b. Chapter Meeting/Event organization, including venue logistics, speaker coordination, and catering.
c. Sponsor management
SECTION 7. At the invitation of the President, past Presidents not holding a current office and retaining active membership, may serve the Board of Directors, to act only in an advisory capacity and without power to vote. Draft
SECTION 8. The Board of Directors shall manage the daily routine business of the Chapter. A Board quorum for business shall consist of half of the board members who hold office at the time of the meeting being present. This Board may, from time to time, establish special committees for various purposes as required.
SECTION 9. In case of Board vacancy other than the Office of President, such vacancy shall be filled for the remainder of the term by appointment by the President, upon the advice of the remaining Board members, and subject to the consent of a majority of the membership who will vote using an electronic recorded method.
SECTION 10. On a motion and second from the membership at a general meeting, an officer shall be held before the Chapter for malfeasance (misconduct or wrongdoing) of duty. A two-thirds majority of all members shall be required for removal from office.
SECTION 11. The President may appoint Industry Representatives to the Board of Directors from the general membership. The Industry Representatives will be used in an advisory capacity only and will have no voting power on the Board.
ARTICLE V
ELECTIONS
SECTION 1. The Board of Directors shall be elected by popular vote, each general member in good standing to be entitled to one vote.
SECTION 2. The Board of Directors will collect nominations from members in good standing.
SECTION 3. Election results shall be announced immediately after the elections are held.
SECTION 4. The term of office shall consist of two years commencing at the conclusion of the elections meeting. SECTION 5. Regular elections shall be held during even years, to be scheduled by the Board of Directors.
SECTION 6. Voting may be done via an electronic method and records will be maintained for a period of 6 years from the date of the vote. The system or tool used to collect votes will be at the discretion of the Board of Directors. Email and online voting platforms are acceptable as long as each vote is tied to one member in good standing. For electronic voting, a simple majority of votes cast will determine the outcome.
ARTICLE VI
MEETINGS
SECTION 1. A regular meeting of the Chapter shall typically be held each calendar month. The day, time, and place of future meetings shall be agreed upon by the Board of Directors 6 months in advance in order to publish for the membership. Changes to the meeting schedule may be made up to 1 month in advance of the next regular meeting.
SECTION 2. Special meetings shall be duly authorized by the Board of Directors upon ten day written notice to all members of the Chapter.
SECTION 3. At all meetings, a minimum of ten members in attendance shall constitute a quorum for the transaction of business.
SECTION 4. The order of business at regular meetings shall be as follows:
a. Introduction
b. Announcements
c. Chapter Business and Reports
d. Guest Speaker Introduction
e. Guest Speaker
SECTION 5. The order of business may be revised or dispensed with by the Board member presiding, if circumstances decree that such action be taken.
SECTION 6. Guests may be invited to regular meetings. No membership fee will be associated with a guest attending a meeting for the first time. If a guest attends more than one meeting in the same year, that person should be approached for membership and may be required to pay a fee to attend the meeting and any future meetings until they become a member of the chapter. The Board of Directors may elect to waive subsequent guest fees as long as expenses are covered.
SECTION 9. The Board of Directors shall meet regularly to manage the routine business of the chapter. This shall include the following:
a. Scheduling of chapter meetings and activities, and coordinating logistics.
b. Review of chapter finances.
c. Arranging meeting sponsors.
d. Facilitating officer votes.
ARTICLE VII
FINANCIAL ADMINISTRATION
SECTION 1. International and Chapter membership dues shall be paid to ISSA International Headquarters who is responsible for crediting the prorated Chapter portion of the lump sum dues payment back to the Chapter of record in each case.
Annual dues shall be due and payable each year. Additional fees may be required as the Board of Directors direct, with the approval of a majority of members in good standing.
SECTION 2. The amount of annual chapter dues shall be recommended by the Board of Directors and shall be approved by a two-thirds vote of the members in attendance during a regular meeting or by electronic voting method. Any proposed change to the chapter dues must be publicized to the Chapter members at least two weeks prior to the regular meeting at which the vote on the change would take place.
SECTION 3. Bank accounts in the name of the Chapter shall be established and maintained as directed by the Board of Directors.
SECTION 4. Signatory authority for all bank accounts shall reside in the duly elected President and Treasurer.
SECTION 5. Two members in good standing shall be appointed by the President at the annual September meeting to serve for one year as an internal Audit Committee. Qualifications for service on the Audit Committee will consist of a familiarity with General Accounting Standards and Practices in Oklahoma, or other appropriate professional experience. The Audit Committee shall be responsible to examine all financial records of the Chapter and provide a report of its findings and recommendations to the membership at the October meeting prior to elections. This report shall be in writing, and shall be maintained as part of the permanent records of the Chapter. The findings of this Audit Committee are subject to review by independent auditing for certification, as may be required.
SECTION 6. In addition to the annual internal audit and regular meeting financial reports, at any time an Officer may request a review of the financial records. This review shall take place at a regular or special meeting and be made available to the general membership. Either the President or Treasurer must be present in order to make available the financial records for this review.
SECTION 7. The fiscal year of the Chapter shall be January 1 through December 31.
ARTICLE VIII
LIMITATIONS OF LIABILITY
SECTION 1. The Chapter shall be fully and solely responsible for its own legal and financial affairs, and shall hold harmless the management firm for ISSA, International, by reasons of their affiliations, from any lawsuits, damages, other expenses or liabilities arising out of the activities of the Chapter.
SECTION 2. The Chapter shall be neither responsible nor liable for any lawsuits, damages, other expenses or liabilities arising out of the activities of ISSA, International.
ARTICLE IX
HEADQUARTERS
SECTION 1. The Headquarters of the Oklahoma Chapter shall be located in Tulsa, Oklahoma, at the address designated by the Board of Directors.
ARTICLE X
AMENDMENTS TO THE BYLAWS
SECTION 1. – These Bylaws may be amended, repealed, or added to in the following manner only:
a. Ten percent of the members of the Chapter may at any time propose in writing, signed by them and addressed to the Secretary, the amendment or repeal of any existing provision of, or the addition of any new provision to the Bylaws. Any member of the Board of Directors may propose in writing the amendment or repeal of any existing provision of, or the addition of any new provision to the Bylaws.
b. Such proposed amendments, repeals, or additions shall be presented at the next regular meeting of the Board of Directors. No such proposed amendment, repeal, or addition shall be considered at any meeting of the Board of Directors unless notice of the proposal has been given to each member of the Board not less than 10 days prior to the meeting.
c. At the meeting of the Board of Directors called in accordance with the provisions of Paragraph b. above, the proposed amendment, repeal, or addition to the Bylaws shall be considered and voted upon by the members present. If, at the meeting, a quorum being present, two-thirds of the total number of directors present vote in favor of such amendment, repeal, or addition, it shall be considered as adopted by the Board of Directors. Such amendments, repeals, or additions to these Bylaws shall be presented to the membership at the next regular meeting of the Chapter for ratification.
d. Amendments to these Bylaws shall become effective after ratification by the Chapter members at a regular meeting on the date specified by the Board of Directors. Changes to length of term of office shall take place immediately and be effective for current board members.