Cloud Security Alliance



Cloud Security AllianceChapter SOP—Standard Operating Procedures and Best PracticesRev.: 10-April-2018 Legal Formation for Your CSA Chapter Chapters legally form for one of three reasons:To open a bank account to accept and process monies. A bank may require legal formation. Individual banks and countries requirements differ, for what is required to open a chapter bank account.To contract as a legal entity: For instance, to contract with CSA to allow the chapter to bring in Its own CCSK certified (by CSA) trainer.To gain creditability with partners, sponsors and members.Legal formation is not required by CSA. Bank accounts are covered first since the question comes up so often. Note: In the U.S., chapters can obtain an FEIN (Federal Employer Identification Number, also called an EIN) through the Internal Revenue Service (IRS) without filing for an independent 501C6.The Cloud Security Alliance does not require chapters to legally form. However, legal formation is covered below for the Cloud Security Alliance, including the 501(c)6, for US tax exempt status. Your chapter will need by-laws even if you are not a legal entity, and a sample of the CSA New York Metro’s by-laws are included at the end (Starting on Page 7). Bank AccountsDecide on the need for a bank account:If your chapter is going to accept or pay out funds, a bank account will be required. Banking requirements vary by country and financial institution, on what is required to open a bank account for an association. If the Board of Directors decides that a bank account is the right strategy, then the Board can decide which bank to approach, and determine requirements to setup the account. Individual personal bank accounts can possibly also be established with a primary and secondary owner within the board officers. This would be an alternative to opening it in the chapter’s name.Establish more than one authorized signer:Include a minimum of two signers on the bank authorization, so the bank account is not linked to only a single board member. Suggested signers: Treasurer/Finance board role, and the Secretary or President. Reporting: When a bank account is involved, establish regular financial reporting at board meetings.Alternative: Avoid Handling FundsChapters may also decide not to have a bank account or to have money directly change hands. In this case, a sponsor is obtained for reciprocal free facilities, and any catering or other incurred expenses are also paid directly by a sponsor. The chapter would not charge for events or membership, so no monies would be collected. This option can be applied for a startup chapter.Legal Formation Across CountriesCountries and states within will each have unique requirements. A chapter will need to determine what their chapter and region requires to operate.The Cloud Security Alliance Legal FormationCSA Global is legally formed as a not-for-profit, under U.S. incorporation as a 501(c)6 . This is a US government tax entity, which is typical for professional associations such as CSA. Chapter Legal FormationCSA chapters are affiliated under the CSA Global umbrella, and independent legal formation is not required by CSA. US Chapters can file under the Cloud Security Alliance umbrella.If a chapter does form legallyChapter becomes an independent legal entity (but still chartered under CSA Global) Chapter board notifies the CSA Chapter Coordinator of legal formation detailsChapter BylawsBylaws define the procedures of the organization and are approved by the directors of board. They typically include how the chapter is organized, the power and election of the board’s directors and officers, how vacancies will be filled, how meetings will be held for members and the board, and what fiscal period is set. Chapters will adapt bylaws to their individual needs. They should be specific enough to guide the chapter, and simple enough to meet chapter needs. All chapters should have bylaws documented and available online to the chapter’s member community. Bylaws are reviewed annually for changes. A bylaws template is provided based on the CSA NY Metro Chapter. (At the end of this document)Articles of IncorporationArticles of Incorporation define the legal identity of the organization—when a new legal entity is formed. . In the U.S., they are governed by, and filed under the Secretary of State, under the Corporations division, for the state in which that non-profit is incorporated. These are required for chapters ONLY if forming a separate legal entity (refer to the last section in this guide if that is the case).Different countries will follow different procedures and legal requirement if the chapter creates their own legal entity.US 501(c)6 Tax Exemption Umbrella under the Cloud Security AllianceUS Chapters can gain tax-exempt status under the Cloud Security Alliance’ 501(c)6 group exemption umbrella, when these conditions are met: The US Chapter must Authorize the Cloud Security Alliance in writing to include it in the group exemptionPlace itself under the general control and supervision of the Cloud Security Alliance which requires the US Chapter toSubmit an annual report, and Adopt a by-law that allows the Cloud Security Alliance to remove its board or force its dissolution for non-compliance with general requirements of chapters or unsatisfactory performance or activities inconsistent with the goals and principles of the Cloud Security Alliance.NOT be organized as a Private FoundationAdopt a fiscal year of January 1st – December 31stOrganized in the United StatesNOT permitted to engage in activities in any foreign countrySubmit organizing documents to the Cloud Security Alliance for review and approvalFile for and obtain its own Federal Employer Identification Number (FEIN) and use the FEIN in all filingsNOT file for tax exemptionThe chapter will receive the Cloud Security Alliance’s tax-exempt status when these requirements are met.Note: Donations made to a 501(c)6 organization are not deductible. ?US IRS Guidelines to Form a 501C6 OrganizationChapters who wish to form their own legal organization may do so.Requirements vary by State If a chapter forms their own, there is a Corporation commission under each State’s Secretary of State, for doing so. Requirements differ by state, but need to have by-laws and articles of incorporation. It involves a bit of work, and fees paid to the State for the filing.6.1 Start-up ChaptersCSA advises not to do this for start-up chapters. The chapter is responsible for their own filing and fees.6.2 FEIN FilingBefore or after the chapter has completed the 501C6 process for the state where they reside, they can file with the IRS for the FEIN—the business equivalent of a US Social Security Number (SSN). You can apply for a FEIN from here:?(EIN)-Online. You can also call the IRS and get the number over the phone.6.3. Form 1024 FilingApply using?a form 1024 that is available online at your local Corporation Commission (the State agency operating through the Secretary of State).Basic instructions follow, separate from the Corporation Commission under the Secretary of State filing in your state.? These can be easily found online.6.4. A 501C6 as primary category for associationsIRS calls them “business leagues”. It allows organizations to operate as a not-for-profit, without paying taxes on revenue, up to a set amount. An annual tax filing is required. A 501C3 is a charity organization or foundation It carries different requirements and not applicable to CSA chapters.6.5 Following Section 501(c)(6) of the Internal Revenue Code Provides a federal tax exemption for business leagues, chambers of commerce and other professional leagues that are not organized for profit. To fall under this exemption, your organization's mission must be to promote the common interest of the organization, and not benefit any particular member. Several steps that must be completed to acquire 501(c)(6) status:Step 1Draft Articles of Incorporation for the organization. Include the purpose of your organization, and specify how the assets of the organization will be distributed if the organization dissolves. In order to comply with Internal Revenue Service regulations, state that the assets will be distributed to another 501(c)(6) organization if your organization closes.Step 2File the Articles of Incorporation in the state where your organization is located. Visit the website for the Secretary of State and you will likely find the appropriate forms, filing fees and directions for filing. Articles of Incorporation may also be known as a "certificate of incorporation," "charter document" or "articles of organization." Keep a copy of the articles for your records.Step 3Download Form 1024 for recognition of exemption from the IRS website. Click on "Charities & Non-Profits," then "Other Non-Profits." From there, click on "Application for Recognition of Exemption," and then "Form 1024." Also download the instructions for the application from the same page.Step 4Prepare Form 1024. Select "501(c)(6)" on the first page, and then follow the IRS instructions that you downloaded. Provide as much information as possible about your organization's activities, board members and budget. Be as detailed and clear as possible. Check the "Procedural Checklist" to ensure that you have complied with all filing requirements and have included the appropriate attachments.Step 5Submit the application to the IRS. Download Form 8718, User Fee for Exempt Organization Determination Letter Request, to determine the fee and where to file the documents. On the IRS website, type "Form 8718" in the search box and click on the first result. Download the form, and mail Form 1024 to the address listed, along with the required fee.Step 6File Form 990 on an annual basis with the IRS. Failure to do so may result in fees or loss of exemption. Include financial information and updates to your organization's activities on the form. Further, check with your state treasurer to find out if there are any filings or taxes that must be made within your state.6.6. US References & ResourcesLegalZoom at is included only as a reference for the instructions in Step 1-6 that are included above. They offer this service for a fee, but this is not a recommendation or endorsement.The U.S. Internal Revenue Service (IRS) HYPERLINK "" IRS: Business Leagues HYPERLINK "" IRS: Publication 557 “Tax-Exempt Status for Your Organization” The 501C6 is covered on page 48.**END**SAMPLE BY-LAWS FOLLOW ON THE NEXT PAGECSA Metro New York Inc.a New Jersey nonprofit corporationBYLAWSARTICLE INAME AND OFFICES1.1 Name. The name of the corporation shall be CSA Metro New York Inc., a New Jersey non-profit corporation, formed on July 24, 2011 under and by virtue of Title 15A:2-8, the New Jersey Domestic Nonprofit Corporation Act (the “Act”), of the laws of the State of New Jersey (hereinafter called the “Corporation”). 1.2 Principal Office. The location of the principal office of the Corporation shall be c/o Metrosite Group, 450 Seventh Avenue, Suite 2100, New York, NY 10123, or such other place as the Corporation’s Board of Directors may from time to time determine. ARTICLE IIPURPOSE 2.1 Purpose. The Corporation is not, as of the date of its formation, subject to the provisions of Section 501(c) of the Internal Revenue Code of 1986, but may, at a later date, with the approval of the Board, seek to have such Section apply to the Corporation.b. The Corporation is organized and shall be operated to promote the use of best practices for providing security assurance in reducing and identifying threats within cloud computing and the Corporation may do and engage in any and all lawful activities that may be incidental or reasonably necessary to any of these purposes, and it shall have and may exercise all other powers and authority now or hereafter conferred upon non-stock corporations in the State of New Jersey, including, but not limited to, the following:(i)to distribute funds and make contributions to other organizations and individuals as part of its role in supporting the purposes outlined in Section 2.1(b);(ii)to take by bequest, devise, gift, grant, purchase, lease or otherwise and to hold, manage and use for the purposes herein set forth, any property, real or personal, tangible or intangible, or any undivided interest therein; and to convey, sell or otherwise dispose of such property and to invest, reinvest and manage the same, including, but not limited to, the right to vote any stocks so held, in such manner as in the judgment of the Board of Directors of the Corporation will best promote the Corporation’s purposes;(iii)to engage in related social, literary, or educational activity; and(iv) to do and perform all acts and things which are legitimate and are reasonably calculated to carry out the purposes of the Corporation.If the Corporation becomes subject to the provisions of Section 501(c)(3), then, notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on: (i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code; or (ii) by a corporation, contributions to which are deductible under Section 170(c) of the Code.2.2 Matters Relating to Charter from Cloud Security Alliance. The Corporation is chartered and shall operate as an authorized affiliate of Cloud Security Alliance (“CSA Global”) and shall operate in accordance with the CSA Global bylaws and regulations of CSA Global and shall otherwise undertake to remain in good standing as a chapter of CSA Global. Under its charter with CSA Global, the Corporation has a geographic territory consisting of: the five boroughs of New York City, Long Island and Westchester County and Rockland County, New York, the State of New Jersey (other than Atlantic City and the New Jersey shoreline regions) and all of the State of Connecticut. 2.3 Voting Members of the Corporation. a.The Corporation shall have members (“Voting Members”) who satisfy the conditions and qualifications set forth in this Section 2.3. Voting Members shall not be owners, but shall in the aggregate constitute the body which elects directors of the Corporation. As used herein, a “Voting Member” is a registered individual member of the Corporation who possesses a member identification number and who has been a member in good standing (including as to the payment of dues, if applicable) for at least six (6) months. b.To the extent practicable, meetings of the Voting Members shall be called, noticed, convened and conducted as a meeting of stockholders of a New Jersey stock corporation. c.The Directors shall be elected by the vote of the Voting Members of the Corporation at a bona fide meeting of the Voting Members. In the event there are multiple candidates or multiple offices to fill, those candidates receiving the most votes will be elected to the respective positions open on the Board. ARTICLE IIIBOARD OF DIRECTORS3.1 Responsibility of Directors. The business, affairs and property of the Corporation shall be managed by the Directors of the Corporation (hereinafter sometimes collectively called the “Board” or the “Directors”). (The “Directors contemplated in these Bylaws and in the operation of the Corporation are the “Trustees” contemplated the Act.) The Directors shall have authority to make the final determination on all policies, budgetary matters and other significant activities related to the management of and operations of the Corporation. The Directors shall, in addition to, and not in limitation of all of the general powers conferred upon them by law and necessary for or incidental to the management of the business, property and affairs of the Corporation, have the following powers:(i)To select and remove any of the officers, agents or employees of the Corporation and to determine their respective duties, and to employ such persons for such duties as the Corporation may require;(ii)To create and/or appoint standing Committees and to determine their respective duties, subject to the provisions of these Bylaws; and(iii)To conduct, manage and control the affairs and business of the Corporation; and to make rules and regulations not inconsistent with law, with the Certificate of Incorporation, or with any other provision of these Bylaws.3.2 Number and Qualification of Directors.a.Number. The Board shall at all times consist of at least 5 members and not more than 15 members. Board Members shall be selected individually and not by organization or pursuant to any guarantee, assurance or sponsorship.b.Qualifications. Each Director shall meet the qualifications as determined by the Board from time to time. Board members are selected individually and not as representatives of their employer or affiliate. Board positions are not granted or guaranteed on account of sponsorship or contributions. 3.3 Term and Appointment of Directors.a.Term of Directors. Subject to the other provisions of Section 3.3(f), the initial Directors shall hold office for two (2) years or until their successors have been appointed and qualified. At each annual meeting thereafter, with respect to any vacancies in the Board, the Board shall appoint Directors to hold office for staggered terms of two (2) calendar years or until their successors have been appointed and qualified. A Director may resign by written notice to the Board. Such resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as shall be specified by the Director in the notice of resignation. The written acceptance of a resignation by the Board shall not be necessary to make it effective.b.Vacancies. Any vacancy, however caused, occurring in the Board shall be filled by the majority vote of the remaining Directors of the Board. A Director so appointed shall hold office for the balance of the unexpired term he or she has been appointed to fill, or until his or her successor shall have been appointed and qualified.c.Increase in Number of Directors. Any Director to be appointed by reason of an increase in the number of Directors shall be appointed at an annual meeting of the Directors or at a special meeting of Directors called for that purpose.d.Removal of Director. A Director of the Corporation may be removed with or without cause by the affirmative vote of two-thirds (2/3) of Directors of the Board. Any Director who ceases to meet the qualifications of a Director of the Corporation as set forth in Subsection 3.2.b shall automatically and immediately be removed from the Board.e.Initial Board of Directors.The initial Board of Directors has been established to include the following persons:Pamela FuscoDov YoranScott SaltzElad YoranJason FalciolaBrian PeisterTimothy LynamPeter LabereeTerms of Initial Members. The members of the initial Board of Directors shall serve an initial term of two years, ending on July 30, 2013. On or before July 30, 2013, 4 of the directors listed above shall be replaced by a slate of 4 directors, who shall serve a term of two years and on or before July 30, 2014, the other 4 original directors shall be replaced by a slate of directors who shall serve a term of two years. Each such 4 directors shall be selected first, from among volunteers and second, by the President and Chairman, jointly. Directors to be replaced may be re-elected as directors in July of 2013 or 2014. 3.4 Meetings. a.Initial Meeting of Board of Directors. The first meeting of the Directors shall be held at a time and place fixed by said Directors for the organization of the Directors and for the transaction of any other business as may conveniently and properly be brought before such meeting. No notice of such meeting to the Directors shall be necessary to legally constitute such meeting, provided that a quorum of the newly-appointed Directors shall be present.b.Regular Meetings of Board of Directors. Regular meetings of the Directors may be held with or without notice and either within or without the State of New Jersey, at such times and places as the Directors shall determine. There shall be at least two (2) regular meetings of the Directors each year. c.Special Meeting of the Board of Directors. Special Meetings of the Directors shall be held whenever called by the President or such other officer of the Corporation upon forty-eight (48) hours notice of the date, time and place of the special meeting given to each Director personally, by mail, email (with confirmation of receipt) or telephone; special meetings shall be called upon the written request of four (4) or more Directors.d.Unanimous Written Consent.Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Directors or any committee thereof, may be taken without a meeting if, prior or subsequent to such action, all of the Directors or of such committee, as the case may be, consent thereto in writing and such written consents are filed with the minutes of the proceedings of the Directors or committee.e.Notice. Notice of any meeting need not be given to any Director who signs a written waiver of notice, whether before or after the meeting. The attendance of any Director at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute an effective waiver of notice by him or her. Neither the business to be transacted at, nor the purpose of, any meeting of the Directors need by specified in the notice of waiver of notice of such meeting.f.Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Directors who were absent at the time of the adjournment. Notice of an adjourned meeting need not be given to any Directors who were present at the time of the adjournment only if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten (10) days in any one adjournment.3.5 Voting and Quorum Requirements. a.Two-Thirds of the Directors then in office, or of any Committee thereof, shall constitute a quorum for the transaction of business. b.A majority of the votes cast at any meeting of the Directors, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless state law, the Certificate of Incorporation, or these Bylaws require or permit a different number.3.6 Board Committees.a.The Directors, by resolution adopted by a majority of the Directors, may designate from among the Board the following Committees:(i)Standing Committees. Standing Committees of this Corporation shall be advisory to the Directors and shall be appointed by the President with the approval of the Directors. A Director shall serve as the Chairperson of each Committee. All Committee persons shall serve only at the pleasure and continuing approval of the Directors. The initial Standing Committees shall be as follows:(A)The following operational committees who shall report to the President and Chairman jointly: a Program Committee, an Education and Awareness Committee and an Events and Meetings Committee each of which shall act in various areas of concern to the Corporation as directed by the President or the Directors.(B)The Nominating Committee shall act to recommend to the Board of the names of persons to be submitted for election as Directors.(C)The Chairman and President may also jointly establish an Advisory Council to advise them of industry trends and news and other matters of interest to the Corporation. Members of the Advisory Council shall not be officers or directors of the Corporation.3.7 Compensation. The Board of Directors shall have no compensation for services to the Corporation as Directors, Officers, employees or otherwise. The Directors may authorize reimbursement of actual and necessary expenses incurred on behalf of the Corporation.ARTICLE IVOFFICERS4.1 Offices, Election, Term, Authority, Compensation. a.The officers for the Corporation, who may also be Directors, shall consist of a Chairman, a President, one or more Vice-Presidents, a Treasurer and a Secretary, a Director of Events, a Director of Education and Training, a Director of Marketing and such other assistant and subordinate officers as the Directors may from time to time create. The officers shall be elected or appointed by the Directors.b.The officers of the Corporation shall, commencing on July 31, 2011 and continuing until July 30, 2013, shall be:President: Pamela FuscoChairman and CSA Liaison: Dov YoranVP Operations/Membership: Scott SaltzVP Finance, CFO: Elad YoranSecretary: Jason FalciolaDirector Events: Brian PeisterDirector Education and Training: Timothy LynamDirector of Marketing: to be selected at a later time General Counsel: Peter LabereeEach of such officers shall also be a member of the Board of Directors. The officers shall be elected annually by the Directors at their annual meeting. Each officer so elected shall hold office until the next annual meeting of the Directors or until a successor is elected and has qualified, subject to earlier termination by removal or resignation. Any person may fill one or more offices. c.All officers of the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or any amendments hereto, or as may be determined by resolution of the Directors not inconsistent with these Bylaws.d.Officers may not receive compensation for services rendered as determined from time to time by the Directors, who may also authorize reimbursement of actual and necessary expenses incurred on behalf of the Corporation.4.2 Delegation of Duties. In the event of the absence of any officer of the Corporation, or for any other reason that may seem sufficient to the Directors, the Directors may, by a majority vote of the Directors, delegate the powers and duties of such officer, temporarily, to any other officer, or to any Director.4.3 Removal and Resignation of Officers; Filling of Vacancies. a.Any officer elected or appointed by the Directors may be removed by the Directors with or without cause at any time by the vote of a majority of the Directors then in office.b.An officer may resign by written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as shall be specified in the notice of resignation.c.Any vacancy occurring among the officers, however caused, may be filled by election or appointment of another person by the Directors for the unexpired term.4.4 Powers and Duties of Officers. The powers and duties of the officers of the Corporation shall be as follows:a.Chairman. The Chairman shall be the primary liaison person between the Corporation and CSA and will have an overarching role to support the Board and to guide and influence the strategic direction and operation of the Corporation with respect to CSA. The Chairman shall also act in the short-term absence of the President as the chief management officer; when so acting, he or she shall be responsible for all duties hereby given to or imposed upon the President. b.President. The President be the chief management officer and shall exercise such duties as customarily pertain to the office of President, and shall be responsible for the general and active management of the property, business and affairs of the Corporation, subject to the supervision and control of the Directors. The President shall perform such other duties as may be prescribed by the Directors or by the Bylaws from time to time. The President shall preside at all meetings of the Directors. At each annual meeting of the Directors, the President shall present a report of the condition of the business of the Corporation. The President shall also call regular and special meetings of the Directors in accordance with these Bylaws. Subject to the approval of the Directors, the President shall employ and discharge all agents, employees and clerks of the Corporation other than the duly appointed officers. The President shall insure that the books, reports, statements and certificates required under all applicable federal, state and local laws are properly made, kept and filed. The President may sign all certificates, notes, checks, drafts or bills of exchange, warrants or other orders for the payment of money duly drawn by the Treasurer. The President shall enforce these Bylaws and perform the duties incident to the position and office and which are required by law. He or she shall be an ex-officio member of all committees created herein or by the Directors.b.Vice-Presidents. There shall be one or more Vice-Presidents who shall serve as assistants to the President and, during, the absence or disability of the President, one such Vice-President shall have and perform all the powers and functions of the President and such other duties as the Directors may prescribe, subject to the duties allocated to the Chairman. When so acting, he or she shall be responsible for all duties hereby given to or imposed upon the President. The Vice-President shall otherwise perform such duties as may be prescribed by the Directors; without limiting the forgoing, there shall be the following Vice-Presidents, with specific additional duties as described:VP Operations/MembershipVP Financeand the following offices, each of which shall be a Vice-President, but which shall be referred to respectively, as “Director of Events” “Director of Education and Training” and “Director of Marketing” c.Secretary. The Secretary shall attend all meetings of the Directors and shall record all votes and the minutes of all proceedings in the minute book of the Corporation. He or she shall cause notice to be given of meetings. The Secretary shall have custody of the corporate seal and shall affix same when authorized by the Directors. The Secretary shall further be in general charge of the records, documents and papers of the Corporation not pertaining to the performance of the duties’ vested in other officers. The Secretary shall keep the Corporation’s books in the manner prescribed by law in order to show at all time the names of the Directors, alphabetically arranged, their respective post office and email addresses, and the time when each became such a Director. The Secretary shall present to the Directors, at their meetings, all communications addressed to him or her officially by the President or by any officer or Director of the Corporation. The Secretary shall attend to all correspondence and perform the duties incident to the office of Secretary and as required of him or her by the Directors.d.Treasurer. The Treasurer shall have the care and custody of and be responsible for all funds, securities and investments of the Corporation and shall deposit all such funds in the name of the Corporation in such banks or depositories as the Directors may designate. As authorized by the President or the Directors, the Treasurer may sign, make and endorse in the name of the Corporation all checks, drafts, warrants and orders for the payment of money and pay out and dispose of the same and give receipts therefor. Upon application by any Director of the Corporation, the Treasurer shall exhibit to such Director during business hours his or her books and accounts of the Corporation’s financial affairs. The Treasurer shall render full financial report at the annual meeting of the Directors. The Treasurer shall maintain at the office of the Corporation correct books of account of the Corporation’s business and transactions and such other books of account as the Directors may require. The Treasurer shall be furnished by all corporate officers and agents at his or her request, with such reports and statements as he or she may require concerning all financial transactions of the Corporation. The Treasurer shall perform such other duties as are customarily incident to the office of Treasurer and as may be required of him or her by the Bylaws or assigned from time to time by the President or Directors.ARTICLE VADMINISTRATION5.1 Execution of Instruments. The Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose in any amount.5.2 Checks and Notes. Except as otherwise specifically determined by resolution of the Directors, as provided in Section 3.1 of this Article, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the Corporation shall be signed by the President and one other officer.5.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Directors may select.5.4 Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.5.5 Minutes of Meetings. The Corporation shall keep at its principal office, or at such other place as the Directors may order, a book of minutes of all meetings of the Directors, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present and the proceedings thereof.5.6 Books of Account. The Corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.Annual Report and Financial Statement. Reports to Directors. The Directors shall require the preparation of a written annual report including a financial statement. Such report shall summarize the Corporation’s activities for the preceding year and activities projected for the forthcoming year. The financial statement shall consist of a balance sheet as of the close of business of the Corporation’s fiscal year, contain a summary of receipts and disbursements, be prepared in such manner and form as is sanctioned by sound accounting practices.Reports to CSA Global. The Chairman and the President shall report to CSA Global in accordance with CSA Global Chapter Requirements and Guidelines with the assistance of the Secretary. Outside Sponsorship; Use of Name. The Corporation shall not sponsor or lend its name to any outside activity unless (i) such activity is approved by the Board, (ii) a member of the Board is active in such activity, and (ii) such member makes periodic reports to the Board.ARTICLE VIINDEMNIFICATION6.1 Right to Indemnification. In the absence of fraud or bad faith, the Directors of the Corporation shall not be liable for its debts, obligations or liabilities and the Corporation shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, either civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Director or officer of the Corporation, is or was serving at the request of the Corporation as a member of any Committee of the Directors, or is or was serving at the request of the Corporation as a Director or officer of another enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the extent that such person is not otherwise indemnified and the power to do so has been or may be granted by statute. For this purpose the Directors may, and on request of any such person shall be required to, determine in each case whether or not the applicable standards in any such statute have been met, or such determination shall be made by independent legal counsel if the Directors so direct or if the Directors are not empowered by statute to make such determination.6.2 Indemnification Not Exclusive. The foregoing indemnification shall not be deemed exclusive of any other right to which one indemnified may be entitled, both as to action in his or her official capacity and as to action in another capacity while holding such office, under any Bylaw, agreement, vote of duly authorized Directors or otherwise, and shall inure to the benefit of the heirs, executors and administrators of any such person.6.3 Insurance and Other Indemnification. The Directors shall have the power to (a) purchase and maintain, at the Corporation’s expense, insurance on behalf of the Corporation and on behalf of others to the extent that power to do so has been or may be granted by statute, and (b) give other indemnification to the extent permitted by law.6.4 Self-Dealing. Anything contained in this Article to the contrary notwithstanding, the Corporation shall in no event indemnify any person otherwise entitled to such indemnification if such indemnification would constitute “self-dealing” as defined in Section 4941 of the Internal Revenue Code of 1986, as amended.ARTICLE VIIFORCE AND EFFECT OF BYLAWS7.1 Effective Date. These Bylaws shall become effective immediately on their adoption.7.2 Certification and Inspection. The original, or a copy, of the Bylaws as amended or otherwise altered to date, certified by the Secretary of the Corporation shall be recorded and kept in a book which shall be kept in the principal office of the Corporation and be open to inspection at all reasonable times during normal business hours.ARTICLE VIIIAMENDMENTS OF BYLAWS8.1 Amendment. Amendments to these Bylaws shall become effective immediately on their adoption unless the Directors, in adopting them as hereinafter provided, provide that they are to become effective at a later date.8.2 Amendment and Repeal. These Bylaws or any of them may be altered, amended or repealed, or new Bylaws may be made, upon notice of the proposed action being duly given, by the affirmative vote of two-thirds (2/3) of the Directors present in person at any regular or special meeting, provided, however, that no amendment, alteration or repeal of any of these Bylaws, nor any amendment of the Certificate of Incorporation in the manner provided by law, shall alter the purpose of the Corporation to operate exclusively for the purposes set forth in Article THIRD of the Certificate of Incorporation.ARTICLE IXMISCELLANEOUS9.1 Seal, Branding, Logo, Identity. The following elements are specifically approved and adopted:The logo of the Corporation, which includes the term CSA and a stylized image of the Statue of Liberty (sometimes referred to as “CSA NY Liberty”);The Corporation’s URL at ;The officers listed in these bylaws; The LinkedIn URL for the Corporation at NY Metro Chapter LinkedIn URL, .The Directors need not adopt a corporate seal.9.2 Fiscal Year. The Directors shall be authorized to fix, and from time to time, change the fiscal year of the Corporation. Said fiscal year shall, upon the organization of the Corporation be the calendar year, January 1 to December 31.9.3 References to Certificate of Incorporation. References in these Bylaws to the Certificate of Incorporation shall include all amendments thereto or changes therein unless specifically excepted.9.4 Dissolution. Upon dissolution of the Corporation, the assets of the Corporation shall be distributed as set forth in the Certificate of Incorporation. THESE BYLAWS WERE ADOPTED ON October 10, 2011 with an intended effective date of July 10, 2011.ATTEST: , Secretary , President ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download