Chapter Bylaws

Effective: December 1, 2021          

Article I.   Name
The name of this non-profit organization shall be Cloud Security Alliance (CSA) Caribbean Chapter, hereinafter referred to as “Chapter”, a Chapter affiliated with the Cloud Security Alliance (CSA), hereinafter referred to as “CSA Global”. The Chapter, apart from its innate affiliation with CSA Global, is an independent entity from any other association, enterprise, or entity.

Article II.   Purpose
Chapter’s Purpose
The primary purpose of the Chapter is to provide education and training, participate in research, and perform community outreach regarding cloud security best practices on behalf of the Cloud Security Alliance.

The objectives of the Chapter are:
-  To promote the education and training of, and help expand the knowledge and skills of its members in cloud security compliance and assurance best practices;
-  To encourage an open exchange of cloud security governance, audit, control, and assurance techniques, approaches, and problem solving by its members;
-  To promote adequate communication to keep members abreast of current events in cloud security governance, audit, control and assurance that can be of benefit to them and their employers;
-  To communicate and share the importance of establishing controls necessary to ensure proper cloud security governance and the effective organization and utilization of cloud security tools and resources; and
-  To promote CSA Global’s professional training and certifications.

Article III.   Membership
Section 1.   Classifications and Qualifications
Membership in CSA Global is a requirement for membership in a Chapter. Therefore, upon joining the Chapter, a person must also join CSA Global, with accompanying rights and responsibilities.

Active Member — Any person interested in the purpose and objectives of the Chapter as stated in Article II shall be eligible for membership in the Chapter, and CSA Global, subject to rules established by the CSA Global Board. Members shall be entitled to vote and to hold office. Membership in the Chapter and CSA Global is coextensive. Therefore, upon joining the Chapter, a person shall also join CSA Global, with accompanying rights and responsibilities. Active members in good standing shall be entitled to vote and hold office.

Section 2.   Admission
Potential members shall:
     1.  Meet the requirements of membership as outlined in Article III, Section 1.
     2.  Complete a Chapter membership application form.
     3.  Follow the Code of Ethics of the Chapter and CSA Global.

Article IV.   Chapter Meetings
Section 1.  Educational sessions
Educational sessions of the Chapter membership shall be held at least four times per year, or unless otherwise determined by the Chapter Board, at such times and places as the Board may elect.

Section 2.   Annual General Meeting
The annual general meeting shall be held once per calendar year for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.

Section 3.   Special Meetings
Special meetings may be called by the President, the Chapter Board or upon written request by or verbal request by any three members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least 5 days notice shall be given.

Section 4.   Mail or Electronic Voting
If required, paper mail or electronic means may be used for the purposes of membership voting on resolutions approved by the Chapter Board, and such correspondence will be considered a special meeting for the purposes of these bylaws.

Section 5.   Quorum for Chapter Meetings
Proper notice of a regular or special meeting having been given, there must be at least five (5) members present that shall constitute a quorum for voting purposes.

Section 6.   Act of the Membership
The affirmative vote of the majority of the members at any chapter meeting shall constitute an act of the membership.

Section 7.   Notification
Members shall be notified within 30 days in advance of the annual general meeting. Members shall be notified at least 10 days in advance of any regular meetings or special meetings, except in case of emergency. Notification may be by postal mail, email, Chapter website, or Chapter Social media sites.

Article V.   Chapter Officers
Section 1.   Chapter Officers
The Officers of the Chapter shall be a President, Vice President, Secretary, Treasurer, Membership Director, and the elected chairpersons from general membership.

Section 2.   Term of Chapter Officers
A.  The Chapter Officers, shall be elected for a term of two year(s) or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall begin at the close of the annual meeting at which they are elected.

B.  No member shall hold more than two Chapter office(s) at a time.

C.  No member shall be eligible to serve more than two consecutive terms in the same Chapter office, unless it is determined at the annual general meeting a member shall remain in the same Chapter office for another term. This exception must be clearly documented in the meeting minutes prior to the elections of new Officers.

Section 3.   Duties of Chapter Officers
The Chapter Officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter.

A.  The Chapter President shall:
-  Preside at meetings of the Chapter and the Chapter Board,
-  Appoint all standing committee chairpersons and other committees as authorized by the Chapter Board,
-  Be an ex-officio member of all committees except the Nominating Committee,
-  Represent the Chapter at Leadership Conferences, and other conferences and functions, where appropriate or appoint another Chapter Board member as a representative,
-  Present an annual report to members at the annual general meeting - such report to consist of reports from various Chapter officers and committees,
-  Maintain communications with CSA Global and respond to CSA Global inquiries,
-  Be responsible for submission of the required annual chapter reports to CSA Global within 30 days after the annual general meeting,
-  Supervise budgetary matters and proper internal control of finances, and
-  Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.

B.  The Chapter Vice President shall:
-  Preside at meetings of the Chapter and the Chapter Board, in the absence of the President,
-  Perform the duties of the President in the event of his/her absence or disability,
-  Perform long range planning for the Chapter, and
-  Perform other duties as pertain to this office.
C.  The Chapter Secretary shall:
-  Take minutes of the meetings of the Chapter Board, membership meetings, and annual general meeting, and maintain a copy of the records,
-  Maintain accurate attendance records,
-  Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter,
-  Assist the President in the administration of Chapter membership meetings, and
-  Perform other duties as pertain to this office.

D.  The Chapter Treasurer shall:
-  Be custodian of Chapter funds,
-  Receive and disburse such funds of the Chapter as shall be required in the conduct of its affairs and the carrying on of its activities or as directed by the Chapter Board,
-  Submit a written report at each regular meeting,
-  Submit annual financial statements for presentation to the membership at the annual general meeting,
-  Submit books and records for audit when required,
-  File any and all tax forms required, and
-  Perform other duties as pertain to this office.

E.  The Membership Director shall:
-  Maintain accurate lists of membership,
-  Maintain electronic lists of members and guests,
-  Forward information on events and other pertinent information to e-mail lists,
-  Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy issues,
-  Report on membership data to/from CSA Global,
-  Coordinate plans for maintaining and Increasing Chapter membership, and
-  Perform other duties as pertain to this office.

F.    The Program Director shall:
-  Conduct general marketing and publicity of the Chapter, CSA’s certifications, and any other new initiative, 
-  Coordinate initiatives involving partnerships and alliances,
-  Acquire any required marketing materials from CSA Global as authorized by the Chapter Board,
-  Exercise general policy control and direction of any mail-out kits, publications, editorial or advertising which the Chapter may issue, authorize or sponsor under the direction of the Chapter Board, and
-  Perform other duties as pertain to this office.
G.    The Webmaster/Social Media Director shall:
-  Designs, prepares, and updates information about upcoming Chapter events and news items;
-  Maintains site content and structure on a regular basis in coordination with CSA Global;
-  Reviews site content for appropriateness;
-  Approves membership requests to social media websites;
-  Maintains current level of understanding of website tools and features in conjunction with the CSA Global’s training;
-  Maintains current level of understanding of social media tools and features; and
-  Perform other duties as pertain to this office.

Section 4.   Chapter Officer Vacancies
A.  If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.
B.  If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board.
C.  If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.
D.  If a Chapter officer’s membership in CSA Global shall for any reason terminate, that individual’s position as Chapter officer shall automatically become vacant.

Article VI.   Nominations and Elections
Section 1.   Chapter Nominations
A.  Nominations shall be open, and will be declared open by the president at the annual meeting in the month of May.  Nominations will then be accepted from the floor from any member of the Chapter.
B.  Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form.

Section 2.   Chapter Elections
A.  Officers shall be elected by ballot.
B.  In the event there is only one candidate for any office, voting on that office may be by voice.
C.  If it is determined elections will be held after the annual meeting has concluded, or in the event an annual meeting is not held, election ballots will be prepared by the Chapter Secretary and distributed electronically via email. Email sent out to members shall clearly indicate a date and time when completed ballots will be accepted. The Chapter Secretary shall be responsible for tallying the ballots an emailing out the newly elected Officer positions for the upcoming year no later than one week after the election results are received. 

Article VII.   Chapter Board
Section 1.   Composition of the Chapter Board
The Chapter Board shall consist of the officers listed in Article V, Section 1.

Section 2.   Duties
The Chapter Board shall:
A.  Supervise the affairs and conduct the business of the Chapter between business meetings
B.  Make recommendations to the membership
C.  Be subject to the orders of the membership
D.  Meet as necessary at a time and place determined by the Chapter Board. The Board also may elect to have telephone meetings.
E.  Regular or special meetings of the chapter board may be held electronically. A conference meeting must be arranged at least 48 hours in advance of the call. Each member should seek recognition from the chair before beginning to speak, and each member should identify himself or herself prior to speaking. Motions will be voted on by voice vote. If the chair has a problem determining the vote, he or she may call for a roll call vote. The roll call vote is for determination of the outcome of the vote and shall not be recorded in the minutes. The minutes of the meeting shall be approved at the next in-person meeting.
F.  Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.

Section 3.   Financial Authority
The Chapter Board shall have the authority to:
A.  Approve the annual budget.
B.  Expend funds allotted in the approved budget.
C.  Expenditure of non-budgeted expenditures shall require the approval of the Chapter President and the Chapter Treasurer.

Section 4.   Fiscal Year & Annual Financial Statements
A.  The fiscal year of the Chapter shall run from January 1st  to December 31st unless otherwise established by the Chapter Board.
B.  The Chapter Board shall ensure that annual financial statements are prepared, approved by the Chapter Board, presented to members at the annual general meeting, and submitted as part of the Chapter Annual Report to CSA Global.

Section 5.  Insurance
The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.

Section 6.  Quorum
A majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting.

Article VIII.   Chapter Committees  
Section 1.   Program Committee
There shall be a Program Committee with the objective of developing and implementing the Chapter training and development events for the year.

Section 2.   Special Committees
Other committees may be created as necessary by the Chapter Board.
Article IX. Indemnification
The Chapter shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request or by its election as a director or officer of another corporation, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or a director or officer of the corporation or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in performance of duty and to such matters as shall be settled by agreement predicated on existence of such liability. 

The indemnification provided hereby shall not be deemed exclusive of any other rights to which anyone seeking indemnification may be entitled under any bylaw, agreement, vote of members, or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Article X.   Dissolution
If dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by a two-thirds (2/3) vote of the chapter membership after ten (10) days notice has been mailed to each member. In the event of dissolution, the Chapter shall notify the Chief Executive Officer of CSA Global, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter or CSA Global documents to International Headquarters. All net assets shall be distributed to other selected CSA Global chapters, or to a welfare, education, or civic project designated by the Chapter membership, pursuant to Section 501 (c) of the US Internal Revenue Code with the approval of the CSA Global President and Chief Executive Officer.

Article XI.   Parliamentary Authority
The rules contained in the current edition of Roberts Rules of Order shall govern the chapter in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules the chapter may adopt.

Article XII.   Amendment of Chapter Bylaws
The Chapter Board shall approve all suggested bylaw changes and forward them to the Chapter Department of CSA Global, with changes indicated. CSA Global must give approval to all bylaw changes prior to them being submitted for a vote by chapter membership.

Chapter bylaw amendments will be approved, at any chapter meeting, by a two-thirds (2/3) vote, provided that the amendment has been submitted in writing at the previous meeting, or has been mailed or e-mailed to the entire Chapter membership at least ten (10) days prior to the meeting at which it will be considered.  If a current membership meeting will not take place within thirty (30) days of approval of the Chapter Department of CSA Global’s agreement to the Bylaw revisions, the Chapter shall accept approval of the Bylaws as amended via mail or email by Chapter members.

The Chapter Department of CSA Global will be advised that the Bylaw amendments have been approved, and will be sent a copy of the approved version of the Bylaws.

The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter must ensure the compliance of the bylaws with CSA Global’s bylaws and any applicable country or state requirements.