Section 1 - Name

The name of the organization shall be Security Des Moines, Inc. henceforth referred to as SecDSM. It shall be a 501(c)3 nonprofit organization incorporated under the laws of the state of Iowa with all regulations enumerated in Chapter 504 Revised Iowa Nonprofit Corporation Act not otherwise enumerated below.

Section 2 - Purpose

This corporation is organized for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. To this end, the corporation shall provide multiple avenues of free education, information sharing, and networking centered around the securing of information systems, physical security, and general information practices and subjects. All funds, whether income or principal, and whether acquired by gift, contribution, or otherwise, shall be devoted to said purpose.

Section 3 - Mission Statement

The Mission of SecDSM is to provide a free, vendor-neutral forum for the expansion and dissemination of industry knowledge, to extend the culture of security awareness, and enable members to make informed, and educated security decisions.

Section 1 - Types of membership

There shall be one class of membership. Only human persons may be considered a member. All members shall be aligned with the mission statement of SecDSM, as interpreted by the appointed board of Directors.

Section 2 - Definition of Membership

Sub-Section 1 - Eligibility

A member shall be defined as a) any person who has attended a SecDSM event with their individual purpose aligned with the SecDSM mission statement and b) that does not officially represent any external entity.

For a person to become a member they must fulfill the responsibilities detailed in Subsection 3.

Members may waive or revoke their right to membership entirely.

Sub-Section 2 - Privileges

Members enjoy the following privileges:

• Eligibility to vote on items presented by the SecDSM board to full members
• Public access to all SecDSM events, either physical or digital
• Eligible to be appointed as an Officer or appointed as member of the board of Directors

Sub-Section 3 - Responsibilities

Full members must fulfill the following responsibilities:

Attended a SecDSM event without officially representing any corporate entity with their purposes aligned with the SecDSM Mission Statement

Section 3 - Definition of Sponsorship

Sub-Section 1 - Eligibility

Any entity that fulfills the responsibilities defined in subsection 3.

Sub-Section 2 - Privileges

Sponsors receive the following privileges:

Sponsors privileges are defined under at: https://secdsm.org/sponsor

Sub-Section 3 - Responsibilities

A community sponsor must fulfill the following responsibilities:

• A sponsor must pay a fee as negotiated by the board.
• All sponsors must support the purpose of the SecDSM.

Sub-section 4 - Sponsorship Process

The Sponsorship process will be defined by the SecDSM board and made publicly available at https://secdsm.org/sponsor

Section 4 - Resignation and termination

Any member may resign their membership at any time. A member may be terminated by a majority vote of the board of directors.

Section 1 - Event definition

SecDSM events are learning events either scheduled or unscheduled. Events may be virtual or physical and are subject to interpretation by the SecDSM board of Directors.

Section 1 - Special Meetings

Sub-Section 1 - Board bringing items to member vote

The Board may bring any agenda item to the Members for vote. The agenda item(s) shall be provided to the Members with no less than 30 days notice. Voting shall be governed by sub sections 1.3 and 1.4.

Sub-Section 1.1 - Petition

The members of SecDSM may petition the board for a special meeting on any agenda items. Such petition must include the date, time, place and agenda of the proposed special meeting. Meetings may be physical or virtual, but no special meeting shall be held with less than 30 day notice to all members.

Petitioner shall provide the petition, and evidence of the supportive signatures of voting members, to the board. The petition must have been equitably presented to all voting members for signature to be considered. Onus shall be on the petitioner to demostrate that sufficient members have signed the petition.

The board shall, in good faith and deference to the membership, accept or reject the petition by simple majority vote.

Notification of the result of the petition shall be presented to all members.

Section 1.2 - Quorum

If the total number of eligible members in attendance at a special meeting number at least half as many as the total number that signed the petition, the number of of eligible members present at a special meeting shall constitute a quorum.

Section 1.3 - Voting

All issues to be voted on during a speical meeting shall be passed by a simple majority of members present who have voting rights on the given issue, except for votes to remove a board member which shall require a two-thirds majority. If there is more than one option being considered for a given issue, then runoff votes will be held until a majority is reached. Any full member who is not considered delinquent in their responsibilities by the Officers or board of directors is eligible to vote.

Section 1.4 - Proxy Voting

Proxy voting is allowed by a) an e-mail or b) any process pre-approved by the Secretary prior to the vote. Any new processes must be pre-approved by the secretary no less than 24 hours prior to the vote.

Section 1.5 - Notice

Notice will be posted by the secretary on the official website and posted to the SecDSM Slack 501c3 Management Channel. Notice and proposed agenda for any board member meeting will be made available at least 1 calendar days before the meeting unless agreed upon by a majority of the board of Directors.

Section 1 - Role

The role of the board shall be to oversee the day to day operation of SecDSM, organize committees and fill board vacancies. The board shall have the power to spend money in ways pre-approved in a budget approved by board of Directors. The board shall have the power to speak, and appoint a representative to speak, on behalf of the organization to all external bodies and persons.

Section 2 - Terms

Officers and directors shall serve indefinite terms.

Section 3 - Board size

The size of the board shall consist of the defined officers, plus a number of board members defined by the Officers. Effort will be made to keep the size of the board an odd number to reduce the risk of tie votes.

Section 4 - Meetings

Sub Section 1 - Quarterly Board Meetings

The board shall meet once a quarter at a time determined by the board. The Secretary will approve and post an agenda for the meeting no less than twenty-four hours before the beginning of the meeting. Any issues which board members wish to have discussed and voted upon at the meeting must be submitted in writing to the Secretary no less than forty-eight hours before the meeting. Board meetings shall be closed to the public, but the board has the option to invite participants as needed. Quarterly Meetings may be physical or virtual as necessary.

Sub Section 2 - Annual Board Meetings

An Annual board meeting shall be held once a year to appoint officers (if required), receive reports on the activities of SecDSM over the past year, and vote on the direction of SecDSM for the coming year. Reports will be given by the President and Treasurer regarding the state of the corporation. Any issues which board members wish to have discussed and voted upon at the annual board meeting must be submitted in writing to the Secretary no less than forty-eight hours before the meeting. Annual Board meetings may be physical or virtual.

Sub Section 3 - Emergency Board Meetings

An emergency board meeting may be held at any time. The member of the board calling the meeting will make a good faith effort to notify all board members of special Emergency meetings and approve and post an agenda for the meeting as soon as possible before the convening. Emergency Board meetings may be physical or virtual.

Section 5 - Eligibility

Any full member is eligible to serve on the board or in any officer position.

Section 6 - Compensation

No officer or director or member will be compensated for their service to SecDSM. Insurance may be provided to cover activity related to their duties to SecDSM.

Section 8 - Officers

Sub-Section 1 - President

The President shall convene and preside over meetings of the board, regular, and annual meetings.

Sub-Section 2 - Secretary

The Secretary shall keep public records of meetings and actions taken by the board and voting members and assure that required corporate records are maintained.

Sub-Section 3 - Treasurer

The treasurer shall be responsible for keeping a public record of the organization's finances and releasing funds when required for organization expenses. The treasurer shall publish policies regarding how money can be appropriated and the processes for doing so. The treasurer shall keep the financial information available to members with minimal notice; the only exception is that any member financial information remains anonymous to the extent permitted by law.

Section 9 - Board members

There shall be as many board members as Officers decide are necessary, the board members shall be tasked with specific areas of responsibility and will be given the authority to fulfill those responsibilities. To make the board an odd number there is the possibility for directors without specific responsibilities.

Section 10 - Vacancies

When a vacancy exists on the board mid-term, a special meeting of the board shall be held and a new member appointed by the current board of directors.

Section 11 - Resignation and termination

Any member of the board may resign at any time by submitting a resignation in writing to the other board members. A member of the board may be terminated by a two-thirds vote of the board, or by special meeting governed by article 4 seciton 1.

Section 12 - Conflict of interests

Any board member, officer or director that has a conflict of interest with a vote may voluntarily withdraw.

Section 13 - Absences

If any board member, officer or director that has circumstances which exclude them from a proxy vote or meeting attendance, the board of Directors may temporarily appoint any current member of the board or a member of SecDSM as an acting member for that role to temporarily fill the missing role of board member or officer.

Section 1 - Amendments

These bylaws may be amended by a two-thirds majority at any board meeting. Amendments may only be proposed by board members.

Section 2 - Integrity

Should any of the provisions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions of these Bylaws shall be unaffected by such a holding.

Section 1 - Committees

The board of directors may, by a majority vote of its members, designate a committee consisting of at least one board member as a sitting chairperson, and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law.

By a majority vote of its board members, the board may at any time revoke or modify any or all of the committee authority so delegated.

Section 2 - Meetings and Action of Committees

Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

The committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.