Bylaws of the Rocky Mountain Chapter of the Armed Forces Communications and Electronics Association (AFCEA) ARTICLE I Purpose SECTION 1. Mission To serve members by providing a forum for the ethical exchange of information. The chapter is dedicated to increasing knowledge through the exploration of issues relevant to its members in information technology, communications, and electronics for defense, homeland security, intelligence, and cyberspace communities. The chapter supports educational opportunities through scholarships and grants in these same areas. SECTION 2. Vision To be the premier information technology, communications, and electronics association for professionals in government, industry and academia in the Pikes Peak region. SECTION 3. Goals 1. Provide the recognized ethical forum that bridges information technologies and issues among academic, industry and government leaders worldwide. 2. Provide value and benefits to members and communities of interest 3. Actively engage governments on IT policy matters 4. Grow and maintain our active membership within the IT community 5. Provide Professional Development 6. To preserve and foster a spirit of fellowship in all AFCEA activities. 7. Additional chapter goals as stated in the annual model chapter inputs. SECTION 4. Core Values 1. Ethics: Insist on the highest ethics in everything we do. 2. Visionary Leadership: Apply visionary leadership in our community and encourage it from our members at every level. 3. Commitment: Consistently demonstrate commitment to continuous improvement of the Association and to improvement of service to our members. 4. Quality: Provide the highest quality in everything we do. 5. Education: Commit to do everything possible to further the education of our members and of the communities we serve. 6. Diversity: Encourage, embrace and continually enlist the support and inclusion of all members of our diverse international community. SECTION 5. Actions and Activities The chapter is organized as a 501(c)3 exclusively for nonprofit educational, scientific, patriotic, and civic purposes. No part of the net earnings of the chapter shall inure to the benefit of, or be distributed to, its members, Directors, Officers, or other private individuals. 25 Aug 09 ARTICLE II Governance SECTION 1. Membership Membership in the Chapter, classes of membership, and associated dues will be prescribed in the AFCEA International Bylaws. No person shall be a member of the Chapter who is not a member of AFCEA. SECTION 2. Board of Directors The leadership and management of the Chapter shall be vested in its Board of Directors. The Board of Directors shall consist of Chapter Officers, the immediate past Chapter President, and Permanent Committee Chairs. Chapter decisions will be determined by a majority vote of the Board of Directors. A majority of the Board of Directors constitutes a quorum for an official and valid board meeting. All members and advisors of the Board must be AFCEA members in good standing. Other past Chapter Presidents and the Regional Vice President shall serve as non-voting advisors to the Chapter and Board of Directors. See Appendix A – List of Board of Directors. SECTION 3. Board Meetings The Board of Directors shall meet at the call of the President, or in his/her absence, the Vice President. If the Vice President is not available, then the President will appoint a member from the Board of Directors to call and lead the board meeting. SECTION 4. Chapter Officers The Chapter Officers shall be elected or appointed in accordance with the process described in Article VII. The Chapter Officers shall consist of a President, Vice President, Vice President/Programs, Vice President/ Education, Vice President/Military Membership, Vice President/Industry Membership, Vice President/Public Affairs, Vice President/Administration, Vice President/Finance, Vice President/Enlisted Affairs, Vice President/Awards, Vice President Special Activities and Vice President/Young AFCEAN Affairs, each of whom shall be elected for a term of two years and whose terms of office shall begin on 1 September of the even numbered election year. Officers may serve for a maximum of two terms in any one officer position. An Officer may be elected to a different office without restrictions, but may serve in only one office at any given time. In the temporary absence of the President, the Vice President shall perform those duties assigned by the President and such other duties as prescribed in these Bylaws of the Chapter. SECTION 5. Deputies and Committee Members Chapter Officers may appoint Chapter members as deputies to serve on committees and to aid them in their Chapter duties. Deputies may fill in for and represent a Chapter Officer at board meetings or functions at the request of the Chapter Officer on a temporary basis. There shall only be one vote per Chapter Officer Position. SECTION 6. Permanent Committee Chairs 25 Aug 09 Permanent Committee Chairs will be nominated from membership and appointed by a majority vote of the Board of Directors. The Permanent Committee Chairs shall include: Science Fair , SpaceComm Symposium and Small Business. Permanent Committee Chairs in attendance are voting members with the Chapter Officers. SECTION 7. Special Committee Chairs In addition to the permanent committee chairs, the Chapter President may appoint Special Committees to execute short-term projects of benefit to the Chapter. Special Committee chairs shall not be voting members of the Board of Directors. ARTICLE III Responsibilities SECTION 1. President The Chapter President shall have general supervision of the affairs of the Chapter and shall perform the duties usual to that office. The President shall be the Chairperson of the Board of Directors. The President shall preside at the meetings of the Chapter, and the Board of Directors. The Chapter President shall be an ex-officio member of all committees and subcommittees. SECTION 2. Officer Duties The Vice Presidents shall establish committees needed and render the President such assistance as may be required according to the following procedures: The Chapter Vice President shall assist the President with the affairs of the Chapter. The Chapter Vice President shall attend the meetings of the Chapter and shall be an ex-officio member of all committees and of all subcommittees. The Vice President shall temporarily assume the duties of the President during the President's absence. The Vice President/Programs shall arrange all programs associated with the monthly luncheons of the Chapter. The Vice President shall establish a Programs Committee to assist in making the appropriate arrangements. The Vice President/Education shall administer the Chapter's Educational Fund Scholarship Program and preside over the Educational Committee awarding scholarships based on Article IX guidelines. The Vice President of Education shall also serve as a liaison to the educational community at all levels to promote the Chapter’s mission. The Vice President of Education will also work closely with the Permanent Committee Chair of the Science Fair and ensure funding for this event is included in the overall education/scholarship budget for the year. The Vice Presidents/Membership (one each for Military and Industry) shall promote the Association and Chapter Activities with the goal of increasing the membership. The Vice President/Public Affairs shall publicize all Chapter activities, shall photograph significant events at each Chapter activity and submit pictures and accompanying articles 25 Aug 09 to AFCEA International for publication in SIGNAL Magazine, and shall solicit individuals to write articles for SIGNAL Magazine. The Vice President/Finance shall be comptroller of Chapter finances and manage Chapter financial accounts and matters under direction of the Board of Directors. The Vice President/Finance shall publish an annual balance sheet and income statement and shall file annual tax forms as required by the Internal Revenue Service. The Vice President/Finance shall lead the finance committee and serve as a member of the investment committee. The Vice President/Finance will also be bonded to protect the financial activities of the chapter. The Vice President/Administration will retain a permanent copy of minutes and a copy distributed to members of the Board of Directors. In addition, the Vice President/Administration shall attend to all general correspondence under the direction of the President or Board of Directors, shall keep a roll of membership including the address of each member and Past Presidents, shall prepare all reports required, and shall perform other duties that pertain to the office. The Vice President/Administration shall keep minutes of all Chapter meetings. Minutes should include items discussed, decisions made, and all other business conducted. The Vice President/Enlisted Affairs shall provide the enlisted perspective to the Chapter on matters affecting the enlisted members. This includes canvassing enlisted members and potential members for ideas on Chapter improvement as well as response to Chapter events and programs. The Vice President/Enlisted Affairs will also recommend enlisted members for Chapter Enlisted Member scholarships, serve on the Enlisted Scholarships Selection Committee, make recommendations for AFCEA awards, and serve in other capacities affecting the enlisted membership, as applicable. The Enlisted Affairs Representative may serve on Chapter committees and accomplish other tasks as appropriate in the same manner as all other members of the Chapter. The Vice President/Young AFCEAN Affairs shall be a Young AFCEAN (defined as a member 35 years of age or under), who will act as liaison between the Board of Directors and fellow Chapter Young AFCEANS. The Young AFCEANs Group will foster technical growth, encourage industry/military relationships and career opportunities, serve as a grooming environment for Chapter leadership positions, and perform the vital function of a professional organization's membership moral booster for young professional AFCEANs. The Vice President/Awards shall preside over the Chapter awards program recognizing deserving chapter members and nominating the Chapter for AFCEA International level awards. The awards program shall function as described in Article VIII. See Appendix B for a list of basic awards we try and promote each year. The Vice President/Special Activities shall provide oversight, leadership, and guidance to special projects, activities, and committees of the chapter as needed. 25 Aug 09 SECTION 3. Vacancies In the event of vacancies for unexpired terms, the Board of Directors shall appoint new Chapter Officers or Permanent Committee Chairs by a majority vote. Nominations for vacancies shall be submitted by general membership to the Nominating Committee for recommendation to and vote by the Board of Directors. ARTICLE IV Meetings SECTION 1. Board Meetings Board meetings will be held the first Tuesday of every month. The time, place, and purpose of each meeting will be distributed to the Board of Directors at least one week prior to the meeting. Additional meetings may be called at the discretion of the President. SECTION 2. General Membership Meetings and Programs General membership meetings and programs shall be held usually the third Thursday of each month (Sep – Jun). Notification of membership meetings and their purpose will be posted on the Chapter website and sent via electronic mail to Chapter members at least one week prior to the meeting. SECTION 3. A valid quorum of members shall be the lesser of 25 Chapter Members or 50% of the Chapter Membership. Once a quorum is obtained, the members present at a duly organized meeting may continue to do business until adjournment. ARTICLE V Fiscal SECTION 1. Expenditures The Chapter President may approve financial obligations, up to $500 incurred in the normal transaction of Chapter business. Expenditures in excess of this amount (either for a single purchase or for several purchases for a single project) must be approved by the Finance Committee and all expenditures will be periodically submitted for review to the Board of Directors. SECTION 2. Personal Benefit No operating income may be used to compensate members except for reimbursement of personal expenses incurred in the name of the Chapter, under written contracts approved by the Board, or under special conditions as approved by the Board. The Chapter will enter into contractual agreements as required for the conduct of annual symposia or other special activities. SECTION 3. Audit The Chapter President shall appoint an independent auditor or reviewer for the purpose of validating Chapter funds and expenditures on at least an annual basis. The Chapter Vice President/Finance shall provide the auditor with all Chapter financial records and 25 Aug 09 information regarding Chapter funds and expenditures. An audit report shall be prepared and submitted to the Chapter Board of Directors annually or at the first meeting following the change of the Chapter Vice President for Finance. SECTION 4. Investments Chapter investments shall be managed in accordance with the Investment Policy Statement developed and maintained by the Investment Committee. ARTICLE VI Committees SECTION 1. The Board of Directors shall appoint committees and Chairs for each as may be deemed necessary. Some of the Chapter permanent and standing committees are highlighted below: The Chapter Vice President for Programs shall establish a Programs Committee to prepare and recommend programs and speakers for monthly membership meetings. The Chapter Vice President for Education’s committee on Education is covered in Article IX. Chapter Vice Presidents for Military and Industry Membership shall chair the Membership Committee. Their committee shall consist of representatives appointed by various firms, companies, military organizations, and groups. Representatives will act as Chapter contacts and as AFCEA spokespersons in their respective organizations. They will be key members of the Membership Committee. Vice President/Membership and key members shall promote the organization/group by: 1. Serving on the Membership Committee. 2. Publicizing the reasons for joining AFCEA. 3. Personally contacting individuals and businesses to encourage and promote membership. 4. Advertising Chapter activities to ensure maximum participation by members and guests at each activity. 5. Working closely with the Vice President/Administration to promote membership renewals and keep the membership database up-to-date. The Pikes Peak Science Fair Support Committee shall be chaired by the Permanent Committee Chair/Science Fair and is an appointed member of the Board. The committee will support the Pikes Peak Science Fair activities. The Election Committee shall consist of a Chairperson and committee members appointed by the President and approved by the Board of Directors. The election committee’s functions are outlined in Article VII. 25 Aug 09 An Investment Committee shall be established to manage the investments of the Chapter. An investment policy statement shall be established and approved by the Board of Directors. The policy will be reviewed and updated at least annually. The Chairman of the Investment Committee shall conduct an annual review of the investment policy and strategy and provide a semi-annual performance report to the Board of Directors. The Vice President/Finance will serve as a member of, but not be the Chairman of the Investment Committee. The Small Business Committee shall consist of a Chairperson and committee members appointed by the President and approved by the Board of Directors. The Committee will work with small businesses in the Colorado Springs vicinity to publicize chapter activities and solicit participation in chapter events. When applicable, the Committee will also solicit sponsorship for key chapter events. ARTICLE VII Nominations and Elections SECTION 1. Nominations In the first quarter of an election year, the President shall appoint an Election Committee. The Election Committee shall solicit from the membership, a list of candidates for each Chapter Officer position, and provide this list to the President prior to the May meeting. At the May meeting of the Chapter, the Chairman of the Election Committee will introduce the nominees selected by the Election Committee and will ask if there are any additional nominations from the membership. SECTION 2. Elections At the August meeting of the Chapter, ballots of approved candidates will be voted on by members in attendance. Prior to the Aug meeting, ballots shall be posted on the chapter website and members of the chapter shall have the opportunity to cast an absentee ballot if they are not in attendance at the May meeting. Ballots shall also provide for write-in candidates. In the event that there is a limited number of volunteers to serve as Chapter officers, the Chairman of the Election Committee may: (1) Assemble the Elections Committee, (2) Establish the slate of nominees, (3) Have the Chapter President present that slate to the general membership, and in doing so solicit nominations from the floor, and (4) Have the Chapter President ask for a vote on the slate at a general membership meeting on the slate of candidates. SECTION 3. Selections Following the August Chapter meeting, the Election Committee shall tabulate the ballots and present the new Chapter Officers at the September general membership meeting. ARTICLE VIII Awards 25 Aug 09 SECTION 1. The Awards Committee(s) are chaired by the Vice President/Awards who is responsible for providing recognition for noteworthy service to AFCEA to deserving individuals. SECTION 2. There are potentially many such awards recognized by AFCEA. Calls for nominations specify the awards, due dates, and criteria for each award. SECTION 3. It is the duty of the Vice President/Awards to become familiar with the award types, award structure, nomination due dates, special qualifications, etc., and to solicit nominations from the Chapter membership. The Awards Committee will review all nominations and submit appropriate nominations to the Board of Directors. The Board of Directors will then select recipients for these awards within their authority and submit others, as appropriate, to AFCEA International. All award nominations will be reviewed and endorsed by the Regional Vice President, as may be required. ARTICLE IX Education SECTION 1. The Chapter's Scholarship and Grant Program shall closely parallel the AFCEA International Program. Funds for high schools, enlisted military members, college students, or other scholarships will be withdrawn from Chapter funds. Several scholarships and grants may be awarded each year, but the total dollar amount of scholarships will be determined by the Board of Directors. SECTION 2. The Vice President/Education will chair the Education Committee and direct the committee through nomination, selection and award of scholarships and grants. The Education Committee will implement the selection process using established guidelines to annually award scholarship and grant funds. The committee will determine the number of recipients and amount of the awards and make the recommendation to the Board of Directors for approval. It is recommended that a minimum of four (4) voting members be appointed for the scholarship and grant selection process as follows: 1- Vice President/Education 1- Vice President/Enlisted Affairs 1 - Industry Representative 1 - Military Representative ARTICLE X Amendments SECTION 1. Bylaws shall be reviewed annually and updated as required. SECTION 2. Amendments to the Bylaws shall require a majority vote of the Board of Directors and approval by AFCEA International. 25 Aug 09 SECTION 3. Current copy of the Chapter Bylaws shall be posted on the Chapter website and made available to members in paper copy at their request. ARTICLE XI Dissolution SECTION 1. Upon the dissolution of the Chapter, the Board or Directors shall, after paying and making provision for the payments of liabilities and legal obligations of the Chapter, submit remaining Chapter funds to AFCEA International. 25 Aug 09 Appendix A - Rocky Mountain AFCEA Chapter’s Board of Directors President Vice President Vice President of Programs Vice President of Education Vice President of Finance Vice President of Administration Vice President of Enlisted Affairs Vice President of Awards Vice President of Military Membership Vice President of Industry Membership Vice President of Public Affairs Vice President of Special Activities Vice President of Young AFCEAN Affairs Immediate past Chapter President Committee Chair for the Science Fair Committee Chair for the SpaceComm Symposium Committee Chair for Small Business Appendix A - Rocky Mountain AFCEA Chapter Board Members 25 Aug 09 Appendix B - Rocky Mountain AFCEA Chapter’s Minimum Annual Award Categories * North American Information Technology Leadership Award - High-level award given at the annual CyberSpace Symposium in Colorado Springs in late January or early February. - Selection made by chapter awards committee in late summer or early fall. Medal of Merit - Chapter nominations due 15 March. - Nominations due to AFCEA International 1 April. - This Award recognizes dedicated service to the Association, combined with a sustained level of professional excellence in the fields of communications, electronics, intelligence and information systems. Meritorious Service Award - Chapter nominations due 15 March. - Nominations due to AFCEA International 1 April. - This is a mid-career award for meritorious contributions to AFCEA and to the community. Harry C. Ingles Chapter Award - Nominations due to AFCEA International 1 April. - Awarded to chapters which have most significantly contributed to the goals of AFCEA. Model Chapter of the year - Awarded for meeting chapter goals. - Two submissions required: submit goals for coming year (due in February) and Award submission at the end of the year (due in January). *Note: Other awards will be pursued if the chapter or eligible people are identified. See entire list of Chapter and Member awards at the AFCEA International Website. Appendix B - Rocky Mountain AFCEA Chapter’s Minimum Annual Award Categories 25 Aug 09