Bylaws of the Security Industry Association
BYLAWS of the SECURITY INDUSTRY ASSOCIATION
A Nonprofit Mutual Benefit Corporation
Last revision approved by SIA Board of Directors on March 23, 2021
ARTICLE I: THE CORPORATION
Section A. Name
The name of the Corporation shall be SECURITY INDUSTRY ASSOCIATION (hereinafter referred to as "SIA" or the “Corporation”).
Section B. Principal Office
The principal office for the transaction of business of the Corporation shall be at such place as the Board of Directors (hereinafter referred to as the "Board") may fix. The Board may by resolution change the location of the principal office from one location to another. The Corporation may also have offices at such other places as the Board may determine, or as the business of the Corporation may require.
Section C. Purposes
SIA is a nonprofit international trade association of security product manufacturers, integrators, distributors, suppliers/service providers, dealers, specifiers, manufacturer representatives and financial firms. SIA’s mission is to be a catalyst for growth within the global security industry through insight, influence and information. SIA’s vision is to be the primary resource for the global security industry.
ARTICLE II: MEMBERSHIP
Section A. Qualifications for Membership
The Corporation shall have four classes of membership: Regular, Associate, Honorary and Academic. Regular Members shall vote, pay dues and are eligible to have representatives on the Board. Associate Members shall pay dues but shall have no vote and are not eligible to have representatives on the Board. Honorary Members shall not pay dues or have voting rights on the Board. Academic members shall pay dues but shall have no vote or have representatives on the Board. The Board may by resolution add new classes and categories of membership upon recommendation by the Executive Committee and, in such event, shall establish applicable requirements for membership in each additional class or category.
- Regular Members. Regular Members are classified as being in one of the following categories:
- Manufacturers. A manufacturer is an individual, partnership, corporation or other business entity engaged in the manufacture of security products, equipment or related items that are marketed under the manufacturer's own name or under another's name.
- Integrators. An integrator is an individual, partnership, corporation or other business entity whose primary function is the integration of related or unrelated systems or manufactured components or services into a functioning security system.
- Distributors. A distributor is an individual, partnership, corporation or other business entity that resells security products and services primarily to others who will, in turn, cause them to be installed.
- Suppliers/Service Providers. A supplier of systems or services to the security industry is an individual, partnership, corporation or other business entity that is primarily engaged in providing, systems, monitoring services or other services to: security equipment manufacturers, distributors, manufacturer's representatives, dealers and/or installers or related security equipment, systems or services buyers.
- Dealers. A dealer is an individual, partnership, corporation or other business entity that is primarily engaged in selling, installing and servicing physical electronic security equipment and/or systems.
- Specifiers. A specifier is one who authors, manages or meaningfully contributes to the formulation of project plans and specifications. In doing so, a specifier will “specify” the technical and procedural approach to be taken during project implementation, to include technologies, product areas, and, perhaps, manufacturers and specific products to be used in the project.
- Manufacturer Representatives. A manufacturer representative is an individual or business that sells security products on behalf of one or more security manufacturers.
- Financial Firms. A financial firm shall be an investment corporation or commercial lending business that conducts business in the security industry.
- Associate Members. Associate Members shall be individuals or organizations, not otherwise definable in the Regular Member classification by the Board, that nevertheless have an interest in and are associated with the security industry. Associate members shall include digital, print, and social media companies that report on the security industry.
- Honorary Members. From time to time, individuals may be nominated for honorary membership in recognition of service to the Corporation or industry. The Executive Committee will approve all such nominations. Honorary membership renewals shall be reviewed each year by the Executive Committee.
- Academic Members. Academic members shall be individual students, individual faculty members or accredited colleges and universities.
Section B. Acceptance of Members
SIA staff will receive and process all membership applications according to criteria for membership as established by these Bylaws and will consult the Executive Committee for guidance as needed.
Section C. Expulsion, Suspension or Termination of Membership
The Board may, by affirmative vote of two-thirds of the members of the Board present at any meeting at which a quorum is present, censure, suspend or expel a Member for cause, including, but not limited to, failure or refusal to comply with these Bylaws or the Membership Code of Ethics, ineligibility for membership, or for other good and sufficient cause.
The Board may adopt procedures to adjudicate proposed matters pursuant to this section. The Board or such procedures shall, at a minimum, provide the Member with at least 15 days prior notice of the proposed censure, suspension or expulsion and the reasons therefor, and shall also provide an opportunity for the Member to be heard, orally or in writing, not less than five days before the effective date of the censure, suspension or expulsion by a person or body authorized to decide that the proposed censure, suspension or expulsion not take place.
Further, membership shall automatically be suspended or terminated, at SIA’s option, upon a failure to pay fees, membership dues, and assessments when due, provided that the Member is first provided with notice of failure to pay such fees, membership dues and/or assessments and 30 days to cure such failure. Any notice provided under this section shall be delivered by any method reasonably calculated to provide actual notice, provided that any notice sent by first-class or registered mail is sent to the Member’s last address shown on the Corporation’s records.
Section D. Reinstatement
Any Member whose membership is suspended may be restored by the Board of Directors upon the Board’s consideration of such terminated or suspended Member’s written application for reinstatement.
Section E. Good Standing
Any Member who shall be in arrears in the payment of any installment of dues shall not be in good standing and shall not be entitled to vote as a Member or maintain membership on a committee and may be subject to having its membership terminated as provided for in these Bylaws.
Section F. Meeting of Members
- Annual Meeting. An annual meeting of Members shall be held on the date and at the time and at such place as may be designated by the Chair or majority vote of the Board and stated in the notice of the meeting. At the annual meeting, the Members shall elect Directors and transact such other business as may properly come before the meeting. Members may participate in annual meetings by means of teleconference or electronic communication to the fullest extent permitted by the California Nonprofit Mutual Benefit Corporation Law.
- Special Meetings. Special meetings of the Members of the Corporation for any purpose may be called by the Chair or by one-third of the Members of the Board, or by five percent (5%) of the Regular Members in good standing.
- Notice of Meetings. Notice of each regular and special meeting of Members shall be given to all Members, either personally or by email or prepaid first-class mail addressed to each Member according to the contact information appearing on the books of the Corporation. Such notice shall be sent not later than ten (10) calendar days and no more than ninety (90) calendar days before each meeting and shall specify the place or virtual setting, date and time of the meeting and, unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. The purpose of each annual and special meeting, including the general nature of each proposal to be considered, shall be stated in the notice of the meeting. The notice of the annual meeting shall designate it as such. Notices given in accordance with the following provision shall be deemed to be adequate notice.
- Quorum. The presence in person and/or by proxy of five percent (5%) of the Regular Members entitled to vote shall constitute a quorum for the transaction of business. Once a quorum is announced, it shall be deemed sufficient for the duration of the entire meeting. Member action may also be taken through written or electronic ballots without a meeting. Such written ballot must be distributed to every Member entitled to vote on the matters submitted to the membership. Additionally, the votes cast must be equal to the required quorum, and at least a majority of all votes cast will suffice to constitute Member action. In the case of Member action by ballot, the ballot shall be in the form authorized by the Code.
- Voting at Meetings. Each Regular Member shall be entitled to one vote on each matter submitted to a vote of the Regular Members. A majority vote of all voting Members present at any duly constituted meeting of the association at which a quorum is present shall rule except as may be otherwise specified in these Bylaws.
- Proxy Representation. At any meeting of the Members, a Member entitled to vote may authorize another person to vote in his or her stead and to otherwise act as his or her proxy, by a written authorization signed by the Member or by his or her duly authorized attorney-in-fact. "Signed" as used herein shall be deemed to mean the placing of such Member's name on the proxy, whether by manual or electronic email signature, transmission or otherwise by such Member or such Member's attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it, prior to the vote, by delivering a written note of revocation to the Chairman, or by mailing, emailing or delivering it to the principal office of the Corporation, or by signing a subsequent proxy.
ARTICLE III: DIRECTORS
Section A. Number, Election and Term of Directors
The authorized number of Directors constituting the Board of Directors (“the Board”) of the Corporation shall be between twelve (12) and seventeen (17) voting directors. Pursuant to the Articles of Incorporation, the number of Directors may be changed only by an amendment of these Bylaws adopted by the members. There should be no more than one (1) member of the Board of Directors from any one (1) Regular Member company, with the exception of the company represented by the Chair.
- Directors will be elected by the Members of the Corporation at the annual meeting to serve a two-year term. Director candidates shall be nominated by the Nominations Committee of the Board. Directors shall be elected by the voting Members of the Corporation present at each annual meeting or submitting a written ballot. Ballots shall follow the form prescribed by the Code.
- Directors who are elected at an annual meeting shall hold office for a term of two (2) years, until the second succeeding annual meeting and until their successors have been elected and taken office, or until their earlier resignation, removal from office, or death. No Director shall serve more than two (2) consecutive terms as a Director, with the following exception: a Director who has served two (2) terms may hold a position on the Board in the event that they are appointed to serve as an Officer of the Corporation other than Chair. If a Director becomes disassociated with a Regular Member during his or her term of office, he or she may remain as a Director for a period of six (6) months, without being required to be associated with a Regular Member company. If at the end of this period, the Director is not associated with a Regular Member company, then the seat held by the disassociated Member shall be considered vacant, and he or she shall be terminated as a Director.
Section B. Board Qualifications, Roles and Responsibilities
- Qualifications. Directors shall be individuals employed or a principal with a Regular Member of the Corporation. It is the intention of the Corporation that candidates for Board seats be chosen from among those Regular Members who have served on standing committees, special committees, or advisory boards. Candidates for Board seats shall demonstrate a passion for the industry, good judgment and the ability to see different perspectives, strategic vision and be a model of leadership for all security industry stakeholders.
- Roles. Board directors should stay current of and actively support Corporation initiatives, programs and goals. Directors shall also use their networks of influence to contribute to the further development of the association based on current needs and priorities.
- Responsibilities. Each Director shall exercise such powers and otherwise perform such duties in good faith, in the manner such Director believes to be in the best interests of the Members and the Corporation, and with care, including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances. Directors shall not engage in any conduct that would tend to interfere with or be detrimental to the reputation or orderly management of the Corporation or the maintenance of discipline therein.
- The Board will oversee how the Corporation carries out its mission through long and short-range planning; adopt an annual budget and provide fiscal oversight; ensure the recruitment and development of Board members; evaluate the performance of the Corporation; and adopt policies for the effective management of the Corporation.
- Subject to the limitations of the Articles of Incorporation, the Bylaws and the California Nonprofit Mutual Benefit Corporations Code, as amended from time to time, as to actions to be authorized or approved by the Members, the business affairs of the Corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the Corporation to the CEO who shall act in a Chief Executive Officer capacity, provided that the business affairs of the Corporation shall be managed, and all corporate powers shall be exercised with oversight by the SIA Executive Committee under the ultimate direction of the Board.
Section C. Annual Organizational Meeting of the Board
Shortly after the annual meeting of the Members, the Board shall hold a meeting for the purpose of organization and/or election of SIA Officers and transaction of business. Written notice of all organization meetings shall be sent to each Director at least three (3) days before the date fixed for such meeting, unless the time and place of the annual organizational meeting previously has been fixed by the Board, in which case no additional notice is required.
Section D. Regular Meetings of the Board
Board may hold regular meetings at such times as it shall determine. Written notice of all regular meetings, together with the minutes of the preceding regular meeting, shall be sent to each Director at least three (3) days before the date fixed for such meeting, unless the time and place of the regular meetings have been previously fixed by the Board, in which case no additional notice is required.
Section E. Special Meetings of the Board
Special meetings of the Board, for any purpose or purposes, may be called at any time by the Corporation Chair or, if he or she is absent or unable or fails or refuses to act, by any six (6) voting Directors.
Notice of the time and place of special meetings shall be sent to each Director by first-class mail or other form of written communication, addressed to him or her at his or her postal address or email address or other electronic address as shown upon the records of the Corporation. Incase such notice is mailed, it shall be deposited in the United States first-class mail at least four (4) days prior to the date of said meeting. In the event such notice is given personally or by email or telephone or similar form of communication, it shall be given at least forty-eight (48) hours prior to the time of the holding of said meeting.
Section F. Place and Time of Board Meetings and Waiver of Notice
The Board may hold its meetings at any place, virtual setting, and time as the Board may fix. Notice of a meeting need not be given to any Director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. A waiver of notice need not specify the purpose of any regular or special meeting of the Board. All waivers shall be filed with the corporate records and made a part of the minutes of the meeting.
Section G. Quorum of the Board
A majority of the authorized number of voting Directors shall constitute a quorum. However, when a vacancy or vacancies prevents such a majority, a majority of the Directors in office shall constitute a quorum, provided such majority shall constitute at least one-third (1/3) of the authorized number of Directors. A Board meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, provided that any action that may be taken is approved by at least a majority of the required quorum for such meeting.
Section H. Action by the Board
Each Director shall be entitled to one vote on each matter properly submitted to the Directors for action at all meetings of the Board. Unless otherwise required by law or provided in these Bylaws, the vote of a majority of the Directors present at the time of the vote at a duly convened meeting at which a quorum is present shall be the act of the Board. No Officer shall be entitled to vote at a meeting of the Board of Directors in his or her capacity as both a Director and an Officer; however, such a person shall be entitled to vote in his or her capacity as a Director. At the discretion of the Chair, or acting Chair, a Director may participate in a meeting of the Board by means of a conference telephone or similar communications equipment that allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting. Any action permitted or required by law may be taken without a meeting if a consent or consents in writing, setting forth the action taken, shall be signed by all the Directors entitled to vote with respect to the subject matter thereof. Any consent pursuant to this subsection shall be filed with the Secretary and be kept with an appropriate minute entry relating to such action. A consent executed by a Director and transmitted by or email shall be valid for this purpose.
Section I. Procedure
The order of business and all other matters of procedure at every meeting of Directors shall be determined by the Chair, or in his or her absence, by the Chair-Elect.
Section J. Notice of Adjournment
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, prior to adjourning the meeting, notice of the new time and place shall be given to all Directors, including those who were not present at the originally scheduled meeting.
Section K. Resignation
A Director may resign at any time by giving written notice to the Board or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or the Secretary, and acceptance of the resignation shall not be necessary to make it effective.
Section L. Removal
A Director may be removed from office for cause by a vote of a majority of the Directors present at any regular or special meeting if he or she has failed to attend any three duly called meetings of the Board during his or her term of office without excuse, or if he or she shall fails to attend any two consecutive committee meetings duly called, or if in the sole discretion and judgment of the Board, he or she, whether by commission or omission, acts in a way that interferes with or is detrimental to the reputation or orderly management of the Corporation, or the maintenance of discipline therein. A Director also may be removed without cause when the removal is approved by a majority of the Regular Members.
Section M. Vacancies on the Board
In the event of a vacancy for any cause on the Board, the remaining Directors, by a majority vote, may, but are not required to, elect a successor to hold office in the term of the Director whose space has been vacated, until the next annual meeting, or until the election of a successor has been made in the manner described in Section O of this Article. If the vacancy on the Board is due to removal by Directors, then the successor must be approved by a vote of the Members.
Section N. Nomination of Directors
- There shall be a Nominations Committee organized as set forth in Article VI, Section L of these Bylaws.
- At least forty-five (45) days prior to the annual meeting of Members, the Nominations Committee shall submit to the Chair a list of persons nominated for election to serve as Directors. The nominees shall be selected so that the Board is consistent with and representative of the Corporation’s general membership as identified in the provisions of Article II of these Bylaws. A slate of candidates nominated by the Nominations Committee shall be included with the notice of the annual meeting of Members. The Nominations Committee may present a slate of candidates that exceeds the total number of available positions on the Board.
- At least 120 days prior to the annual meeting of Members, the Nominations Committee shall provide Notice to Regular Members describing the process for submitting candidates for consideration by the Nominations Committee.
ARTICLE IV: OFFICERS
Section A. Officers, Eligibility and Qualifications
- Officers. The Officers of the Corporation shall be a Chair, Immediate Past Chair, Chair-Elect, an At-Large Officer, a Secretary, and a Treasurer. At the Annual Organizational Meeting of the Board, held pursuant to the provisions of Article III, Section C of these Bylaws, the Board shall elect a Chair; an At-Large Officer; a Chair-Elect ; a Secretary; a Treasurer, and such other Officers as it shall deem necessary. Nominations for Officer positions shall be made by the Nominations Committee pursuant to Article VI, Section K and shall be directed to the Immediate Past Chair, who shall announce the Officer candidates and conduct the election.
- Eligibility. To be eligible for election as Chair-Elect, the nominee must have served as a Director or non-voting Director for a minimum of one term, i.e., for a period from an annual meeting to the second succeeding annual meeting. To be eligible for election as an Officer other than Chair, a Director or non-voting Director must have served for a minimum period of the time between two consecutive annual meetings. A Director who has served for the maximum of two consecutive terms shall nevertheless be eligible to serve as Chair for a maximum of one two-year term, that is, for the period from one annual meeting to the second succeeding annual meeting. In the event that a person is elected Chair who has just completed two terms as Director, that person may not simultaneously serve as a Director (see Section C of Article IV).
- Voting Rights. Except as otherwise provided for in these Bylaws, each Officer, except for the Chair and Immediate Past Chair, shall be entitled to one vote on each matter properly submitted for action at all meetings of the Board.
Section B. Term of Office
The Chair shall hold office for a single term of two (2) years. The other Officers of the Corporation specified above shall hold office for the period between their election and the second succeeding annual meeting, and until their successors are elected and have assumed the duties of the office. An Officer may hold each Officer position once, for a single term, provided that once a person has held the office of Chairman, they are not eligible to hold any other office other than the position of Immediate Past Chair or to serve as a voting Director for a minimum period of two (2) consecutive years.
Any Officer may be removed from office at any time with or without cause by a vote of a majority of the Board. If an office becomes vacant for any reason, such vacancy shall be filled by a majority vote of the Board. No person shall serve in the same office for longer than the period between the time of his or her election and the second succeeding annual meeting or until his or her successor has been elected and has assumed office. A person shall hold the positions of any one (1) Officer (except that of Chair) and a Director at the same time. The maximum consecutive period an individual can serve on the Board in a voting and Officer capacity is from the time of his or her first election as a Director until the fourteenth (14th) succeeding annual meeting, first having been elected to two (2) terms (four (4) years) as a Director, two (2) years as Treasurer, two (2) years as Secretary, two (2) years as At-Large Officer a two-year term as Chair and a two-year term as Immediate Past-Chair.
In addition, for consideration by the Nominations Committee for future position of Chair, any Board Member in good standing may be considered a candidate as long as that Board Member has served in any capacity on the Executive Committee in prior years.
Section C. Chair
The Chair shall be the Chair of the Corporation and shall, subject to the control of the Board have general supervision, direction, and control of the business and Officers of the Corporation. The Chair shall preside at all meetings of the Board, at the annual meeting of the Members, and at any special meetings of the Members. However, the Chair shall not be eligible to serve simultaneously as a voting Director. The Chair shall be an ex-officio Member of all the standing committees, shall have the general powers and duties of management vested in the office of the Chair of a nonprofit, mutual benefit corporation by the Code, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
In the absence or disability of the Chair, the Chair-elect shall perform all duties of the Chair, and when so acting, shall have all the powers of, and be subject to all the restrictions placed upon the Chair, except that the Chair-elect will retain a vote upon issues, even while presiding as Chair of the Corporation. The Officer designee shall have such other powers and perform such other duties as from time to time may be prescribed by the Board, or as may be requested by the Chair.
Section D. Chair-Elect
The Chair-Elect shall serve as chair of the Strategic Planning Committee and as a member of the Nominations Committee.
Section E. At-Large Officer
The At-Large Officer shall serve as a liaison on behalf of the Board of Directors to the Corporation’s foundation.
Section F. Secretary
The Secretary shall keep or cause to be kept at the principal office of the Corporation, or such other place as the Board may order, a book of minutes of all meetings of the Directors and Members with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the waiver of notice, if any, the names of those present at Directors' meetings, the number of Members present or represented at Members' meetings, and the proceedings thereof including results of votes at meetings recording the number of Members voting for and against a matter or abstaining from the vote. The Secretary shall also keep or cause to be kept at the principal office of the Corporation, or such other place as the Board may order, a membership directory or database containing the names and addresses of each Member, and in any case where membership has been terminated, such fact shall be recorded in the book, together with the date upon which the membership ceased. The Secretary shall give, or cause to be given through the CEO, notice of all meetings of the Members and of the Board required by these Bylaws or the Code to be given. The Secretary shall affix or cause to be affixed the corporate seal to and sign such instruments as require the seal and such signature and shall perform such other duties as may be prescribed by the Board or these Bylaws.
Section G. Treasurer
The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of account shall always be open to inspection by any Director or by any Member of the Corporation. The Treasurer shall, through the CEO, cause all moneys and other valuables to be deposited in the name and to the credit of the Corporation with such depositories as may be designated by the Board and shall render to the Chair and the Directors, at the regular meetings of the Board, or upon request, an account of all his or her transactions as Treasurer, and of the financial condition of the Corporation. The Treasurer shall also render a full financial report at the annual meeting of the Members. The Treasurer shall perform such further duties as he or she may be required to perform by the Board or these Bylaws. The Treasurer shall serve as the Chair of the Finance Committee.
ARTICLE V: EMPLOYEES
Upon the recommendation of the SIA Executive Committee, the Board may appoint a Chief Executive Officer (CEO) of the Corporation. The CEO shall report to the Chair and is responsible to the Board. The Chair and the Board shall determine the duties, compensation and responsibilities of the CEO through the Executive Committee. The CEO shall hire other staff persons authorized by the Board, shall supervise such persons, and shall have the right to terminate the employment of such persons subject to any pre-existing contractual rights. The CEO shall not have voting rights on the Board or on any committees or subcommittees.
ARTICLE VI: COMMITTEES, Member Communities and Advisory Boards
The Board may create and populate committees of the Corporation, including, without limitation, an Executive Committee, (ii) standing committees and member communities, (iii) special ad-hoc committees, working groups, and advisory boards and (iv) other such committees as may be established by the Board of Directors from time to time. Except as otherwise provided in these Bylaws, no committee shall exercise the authority of the Board.
Standing Committees. Standing committees shall be defined as the governing committees that advance the core programs of the Corporation. Unless otherwise provided for under these Bylaws, the chair of each Standing Committee shall be appointed by the Corporation Chair from the ranks of SIA members in good standing. All standing committees shall be composed of three (3) or more persons who must be employed or associated with members in good standing.
Standing Committees, which may be dormant until called to action, shall include an Awards Committee, a Bylaws Committee, a Certification Committee, a Finance Committee, a Government Relations Committee, a Learning and Development Committee, a Research Committee, a Member Engagement and Experience Committee, a New Product Showcase Committee, a Nominations Committee, a Standards Committee, and a Strategic Planning Committee.
While it is the preference of the Corporation that the chairs of all standing committees are Directors, the Chair may nominate any SIA Member to chair a standing committee. In the event that the Chair nominates a non-Director to chair a standing committee, this nomination must be approved by a majority vote of the Board of Directors. In the event that the Chair nominates a Director or non-voting Director to chair a standing committee, no Board approval shall be necessary to effectuate the appointment.
Member Communities. The Board may approve the establishment of formal communities focused on special growth areas of the membership and which are formed to foster professional development, networking, and access to resources. The Chair of a member community shall be selected by a majority vote of its steering committee. Member Communities shall include without limitation the Women in Security Forum and RISE.
Special Committees. The Chairs of special and ad-hoc committees authorized by the Board from among members in good standing may also be appointed by the Corporation Chair to study a topic for a period of limited duration and offer recommendations to the Board. The vice chairs of any Standing Committee may be appointed by standing committee Chairs from among members in good standing.
Advisory Boards. The Board may authorize the establishment of ad-hoc nongoverning Advisory Boards to provide recommendations to the Board to expand SIA’s influence and expertise on new topics and advance learning by members. The advisory board structure shall include without limitation a Cybersecurity Advisory Board, a Data Privacy Advisory Board, an Identity and Biometrics Advisory Board, and the Executive Council. The chair of each advisory board shall be appointed the Corporation Chair.
Subcommittees. Subcommittees may be formed by parent committees to focus on one or more priorities or special projects within the jurisdiction of the full committee.
Working Groups. A Working Group shall be defined as providing a forum for advancing member knowledge on very focused topics that further the Corporation’s mission to a specialized segment of the membership. The Board may authorize the creation of a Working Group. The authorized working groups shall include a Human Resources Working Group and an Investment Trends Working Group.
Governance Procedures. A committee member shall lose the right to vote on committee matters should such committee member become delinquent in membership dues or found by the Board to be in violation of the Member Code of Conduct. Except as otherwise expressly set forth in these Bylaws, at the meeting of any committee including a special committee, advisory board, working group, or member community, a quorum shall be equal to one-half (1/2) of its members. The chair of the committee shall be responsible for determining that a quorum is present. Each committee shall submit minutes of their meetings and/or make a report of their activities to the Board.
Section A. Executive Committee
Members shall consist of the Chair, who shall serve as the Chair of the committee, the Chair-Elect, an At-Large Officer, Secretary, Treasurer, and Immediate Past Chair. The only voting Members on the committee shall be the Chair-Elect, an At-Large Officer, the Secretary and the Treasurer. A quorum of the Executive Committee shall be equal to three (3) voting members of the Executive Committee. The Executive Committee will annually review the performance of the CEO and make decisions regarding the salary and benefits accruing to the CEO in accordance with the Corporation’s Compensation Policy, as well as reviewing all major personnel policies. This committee shall have the authority to act for the Board of Directors between meetings of the Board, subject to the approval of the Board at its next regularly scheduled meeting. This committee will deal with any legal and/or insurance matters that may arise for the Corporation.
Under no circumstances may the Executive Committee exercise the authority of the Board with respect to those actions delineated in section 7212(a) (1-8) of the California Corporations Code, currently in effect and as amended from time to time.
Section B. Awards Committee
The Awards Committee identifies, evaluates and awards individuals and organizations for their leadership and volunteerism in the Corporation and the industry. In doing so, the committee shall follow any Non-Discrimination Policy as may be established by the Board. The committee shall recommend, for the Executive Committee’s approval, the number and type of awards to be given and the criteria for nomination and selection. Awards shall not include monetary awards to the extent that such award would provide a private benefit or inurement to an individual or organization. The Awards Committee, with the approval of the Executive Committee, will also plan an appropriate venue for the presentation of the awards.
Section C. Bylaws Committee
The Bylaws Committee shall be chaired by the Secretary of the Corporation and shall advise the Board on maintenance of the Bylaws and propose changes thereof to the Board to maintain compatibility of the objectives of the Members with the Bylaws and applicable laws and regulations in consultation with the Corporation’s counsel.
Section D. Certification Committee
The Certification Committee ensures SIA certification programs adhere to the standards for the development and maintenance of accredited certifications programs. The committee determines the policies and procedures under which certifications are awarded and administered.
Section E. Finance Committee
The Finance Committee shall be chaired by the Treasurer of the Corporation and shall supervise the management of all funds and investments of the Corporation; prepare and submit to the Board and CEO an annual operating budget for the Corporation; advise the Board on the engagement, annually, of an accounting firm to conduct an audit of the accounts and records of the Corporation; periodically review the disbursements of funds and sources of revenue available to the Corporation; and work with the Board and CEO to promote the overall fiscal efficiency of the Corporation. Expenses, both organizational and employee-submitted, shall be evaluated in adherence with the SIA Policy and Procedures manual.
Section F. Government Relations Committee
The Government Relations Committee shall track, analyze, and positively influence government-issued policies impacting the industry. The Committee shall also assist in raising member awareness of such policies, provide input on the development of positions adopted by the Corporation, and support related advocacy initiatives, as needed.
Section G. Learning and Development Committee
The Learning and Development Committee shall identify, review, recommend and assist in the development of learning programs and education-based initiatives for manufacturers, integrators, dealers and consumers of security solutions.
Section H. New Product Showcase Committee
The New Product Showcase Committee shall define policies and procedures for the New Product Showcase (NPS) program, decide and define categories for the NPS and select judges for the judging panels.
Section I. Research Committee
The Research Committee shall spearhead the development of statistical and market trends information on the security industry.
Section J. Member Experience and Engagement Committee
The Member Experience and Engagement Committee shall create and evaluate initiatives that increase member participation within the Corporation and guide the development of member engagement strategies.
Section K. Nominations Committee
- Composition of the Nominating Committee. The Nominations Committee shall consist of between three (3) and five (5) Directors and shall include the current Chair of the Corporation and the Immediate Past Chair of the Corporation. In those years in which a Chair-Elect has been selected, he or she will also serve on the Nominations Committee. The chair of the Nominating Committee shall be the Immediate Past Chair of the Corporation. The Corporation Chair shall select any additional members from among non-voting and voting Directors of the Board.
- Duties of the Nominating Committee. The Nominations Committee shall study the leadership requirements of the Corporation in relationship to the Strategic Framework. The Nominations Committee shall recommend nominees for Board seats and for Officers of the Corporation whose personal characteristics and talents meet the needs of the organization as identified by the Nominating Committee, the Strategic Planning Committee, and the Board of Directors. Consistent with Article III, Section N, the Nominations Committee shall submit to the Corporations Chair a list of persons nominated for election to serve as Directors. The Nominating Committee shall also present the candidacy of any and all Members who seek Officer positions to the Board, advising the Board of the eligibility under the Bylaws of each candidate.
Section L. Standards Committee
The SIA Standards Committee develops, promotes, and advocates technical industry standards in a coordinated effort with other industry standards and specification bodies to encourage interoperability and convergence.
Section M. Strategic Planning Committee
The Strategic Planning Committee shall maintain an awareness of developments within the security industry that may influence the Corporation's stated objectives of fully representing the security industry. The recognition of developments and evolutionary events in the industry shall be incorporated into the long-range (usually three (3) to five (5) years) plans, the Strategic Planning Committee will submit to the Board on an annual basis. It is presumed that the objectives of the Corporation will be altered and refined as a direct result of the detailed input received from this committee.
Section N. International Relations Committee
The International Relations Committee shall work to internationally represent and advocate for SIA Members in the security industry. The International Relations Committee will serve as the oversight body charged with developing and executing SIA’s international outreach strategies and programming objectives designed to promote international cooperation and marketing opportunities between SIA Members and various international security companies and security industry trade associations.
ARTICLE VII: STANDARDS DEVELOPMENT BODY
The SIA Standards Development Body shall, under the direction of the Board of Directors, represent the Corporation in standards-related activities and shall act as the Corporation's liaison to organizations involved in the preparation and approval of standards important to the security industry, both domestic and international, such as, but not limited to, the American National Standards Institute, Underwriters Laboratories, National Fire Protection Association, the Federal Communications Commission, and National Laboratories.
Standards that are written and approved will be the property of SIA and appropriate means shall be exercised by the Standards Development Body to copyright or otherwise protect these standards in the name of SIA. SIA Standards shall operate according to the SIA Standards Program Policies and Procedures. SIA Board of Directors shall have final approval authority on SIA Standards Program Policies and Procedures. The SIA Standards Development Body shall have two (2) liaisons nominated by the Corporation Chair and approved by the SIA Board of Directors, of which at least one (1) must be Members of the SIA Board of Directors. The Standards Chair and Vice-Chair shall be elected according to the SIA Standards Program Policies and Procedures. SIA’s Standards Development Body shall annually update its strategic plan, which shall be submitted to the SIA Board of Directors for approval and shall operate in accordance with that plan.
The Corporation shall allocate the resources required to establish and maintain programs, benefits, and services for the Standards Development Body. Such allocations shall be determined by the Board and should be proportional to the group’s representation in membership and/or appropriate for its strategic significance as identified by the Strategic Planning Committee.
ARTICLE VIII: PERSONAL LIABILITY AND PROPERTY INTEREST
Section A. Liability of Members
No Member of the Corporation shall be personally liable to the Corporation's creditors or for an indebtedness or liability of the Corporation.
Section B. Property Interest Upon Termination
If any Member shall cease to be such, cessation of membership shall not affect any indebtedness of the Corporation to such Member or of such Member to the Corporation for debts incurred by either party to the other during the time of membership.
ARTICLE IX: AMENDMENTS TO THE BYLAWS
New Bylaws may be adopted, and these Bylaws may be amended or repealed, by a majority vote of the Board of Directors present at a duly constituted meeting, except as may be otherwise provided by the Code. Any proposed amendment to the Bylaws must be distributed to each member of the Board of Directors at least thirty (30) days prior to a vote.
Article X: Indemnification
To the maximum extent permitted by the Act, the Corporation shall indemnify its currently acting and its former Directors and Officers against any and all liabilities and expenses incurred in connection with their services in such capacities and may indemnify its employees and agents and persons who serve or have served, at the Corporation’s request as a director, officer, partner, employee or agent of another corporation, partnership, joint venture or other enterprise. The Corporation shall also advance expenses to its Directors, Officers and other indemnified persons, if any, and may, by Bylaw, resolution, or agreement, make further provision for indemnification of Directors, Officers, employees, and agents. No amendment or repeal of this Section, or the adoption of any provision of the Corporation’s Articles of Incorporation inconsistent with this Section, shall apply to or affect in any respect the indemnification of any Director or Officer with respect to any alleged act or omission which occurred prior to such amendment, repeal or adoption.
ARTICLE XI: MISCELLANEOUS
Section A. Rules of Order
The rules of order contained in Robert’s Rules of Order (revised) shall govern all meetings of Members, Directors, and committees, except in instances of conflict between said Rules of Order and the Articles or Bylaws of the Corporation.
Section B. Income and Distribution
In the event of the liquidation or dissolution of the Corporation, whether voluntary or involuntary, no Member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the Corporation from any source, after the payment of all debts and obligations of the Corporation, shall be paid to or distributed to such legally recognized charitable organization or organizations as may be determined by majority vote of the then eligible voting membership of the Corporation at any regularly constituted meeting.
No part of the income of the Corporation shall inure to the benefit of any Member, Trustee, Director, or Officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no Member, Director, Trustee or Officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
ARTICLE XII: INSPECTION OF RECORDS
The Corporation shall keep at its principal office the original, or a copy of the current, Articles and Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by all Regular Members and Associate Members at all reasonable times during office hours. In addition, the accounting books and records and minutes of proceedings of the Members and the Board and committees of the Board shall be open to inspection upon the written demand on the corporation of any member at any reasonable time, for a purpose reasonably related to such person’s interests as a Member, except for any minutes of SIA Executive Committee meetings that contain confidential or sensitive information. It is at the discretion of the Executive Committee to indicate that certain information is to remain confidential and thus be redacted from distribution.