ARTICLE III: Definitions
High Technology Crime Investigation Association, Inc. (HTCIA) is a not for profit public benefit training organization incorporated under the laws of California.
The corporation shall be inclusive of all the chapter members in good standing, all Chapter Officers, all International Executive Officers, and all members of the International Board of Directors.
A Chapter other than an At Large Chapter shall be a group consisting of a minimum of twenty individuals sharing a geographical location and meeting the necessary requirements for qualifications of membership as set forth in these bylaws.
At Large Chapter
At Large Chapters may be created by the International Board of Directors from time to time as necessary to further membership in HTCIA. The purpose of the At Large Chapters will be to accommodate individuals who wish to become members but do not have a chapter in their country or region. The International Executive Committee shall be responsible for the management of the At Large Chapters which shall include deciding membership applications, determining HTCIA dues for the chapter, appointing the chapter President and any other chapter officers as required. The International Treasurer will serve as the At Large Chapter treasurer. The At Large Chapter will not at the International Board of Directors meetings count as a Chapter in the determination of a quorum and shall have no vote at such meeting. The At Large Chapter President may attend, ex officio, the International Board of Director meetings.
The individual members in good standing of each separate Chapter.
The Chapter Board is the governing body of each chapter and shall conduct chapter business in accordance with the bylaws of this corporation. It shall consist of a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer.
International Board of Directors1
The International Board of Directors is the governing body of the entire corporation and represents all the chapters in HTCIA. The International Board of Directors shall consist of one representative from each chapter who shall be the Chapter President unless the Chapter President cannot attend then the chapters’ First Vice President, if neither can attend then the Chapters’ Second Vice-President, Secretary, or Treasurer may attend. If no Chapter officer can attend then the Chapter may elect a person to specifically be the Chapters’ representative. If the Chapter elects a member to be the representative then the Chapter shall provide notice to the IBD of such an election prior to an IBD meeting. The International Executive Officers shall be ex officio non-voting members of the International Board of Directors and shall not count towards a quorum.
International Executive Officers
The International Executive Officers are the International President, International First Vice President,
International Second Vice President, International Secretary, and International Treasurer and are elected by the International Board of Directors in accordance with these bylaws. They are charged with running the day to day responsibilities of the corporation in accordance with their respective duties as set forth in these bylaws and as further established by resolution of the International Board of Directors.
The International Executive Officers and Chapter Board Officers shall perform the functions normally befitting their respective offices. In particular, the International President is the chief executive officer of the HTCIA corporation and is the presiding chair of the International Board of Directors and the International Executive Officers and may appoint International Board committees and their chairs which must be approved by the IEC. The Chapter President is the chief executive of the Chapter Board and may appoint Chapter committees and their chairs. The First Vice President shall perform the functions of the President in his absence or disability and any other functions assigned to him by the President or the International Board of Directors. In addition, the First Vice President shall succeed to the office of President upon the completion of the International or Chapter Presidents’ term. The Second Vice President shall perform the functions of the President in the absence or disability of both the President and First Vice President and any functions assigned to him by the President or the International Board of Directors. The Secretary shall perform the functions of the President in the absence or disability of the President, the First Vice President, and Second Vice President and shall maintain the corporate seal, minutes, records, and official membership roll. The Treasurer shall perform the functions of the President in the absence or disability of the President, the First Vice President, the Second Vice President, and the Secretary and shall maintain the financial and banking records of the corporation.
The necessary quorum for the conduct of business for the International Board of Directors is the International President and a majority of the International Board of Directors. A quorum will be lawful, legal, and official only if all the International Executive Officers and all the Chapter representatives to the International Board of Directors are notified in writing of the date, time, and place of such meeting.
The necessary quorum for the conduct of Chapter Board business is a majority of the chapter officers; and the necessary quorum for chapter membership meeting is 15% of the members in good standing of that chapter. A quorum will be lawful, legal, and official only if all the Chapter Officers in the event of a Chapter Board meeting or all the chapter members in the event of a membership meeting are notified in writing of the date, time, and place of such meeting.
The necessary quorum for the conduct of business for the International Executive Officers when they meet as a body is a majority of the International Officers.
All votes or action to be taken by the Chapter membership, Chapter Board, International Board of Directors, or International Executive Officers require a simple majority vote, unless otherwise stated in these bylaws, of the required quorum for an action to be effective. An abstention by a person constituting a quorum shall count as a negative vote and shall not reduce the number of votes necessary to constitute a majority. Any person with a conflict of interest in a matter before HTCIA should abstain from voting thereon and should note the conflict in the minutes. Whenever a vote is called for under these bylaws except the vote to elect Chapter or International Officers, it must be by an open show of hands or a recorded roll call. If during the International Board of Directors meeting a tie is recorded, International President may cast the deciding vote.
Construction and Definitions
Unless stated otherwise, the general provisions, rules of construction and definition in the California Public Benefit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term, “person” includes both the corporation and a natural person.
HTCIA Business Year, Fiscal Year and Terms of Office
The HTCIA business and fiscal year as well as all terms of office for International Officers and Directors and Chapter Officers will begin on January 1st and terminate on December 31st of a calendar year.
HTCIA Annual Training Conference and Business Meeting
The HTCIA Annual Training Conference and annual business meeting shall be held in September, October, or November in a place designated by the International Executive Committee.2
Whenever the terms “a writing or written service of notice” is used in these bylaws it shall, unless otherwise specified in these bylaws, include any form of hard copy text or electronic text and that service of either a hard copy text or electronic copy text may be served, unless otherwise specified in these bylaws, by either first class United States Postal mail, or next day private commercial delivery service, or FAX, or e-mail. If email is used then there must be a return confirmation from the addressee for it to be effective as service of a written notice.
International Executive Officers or a Chapter Board or International Board of Directors may conduct and participate in a meeting through use of conference telephone, or similar communication equipment, so long as all members participating in such meeting can reasonably communicate with one another in real time. The participation and any action or vote taken during an electronic meeting shall constitute personal presence at the meeting and a legal action. Notice of any such meeting is subject to the quorum and notice provisions of these bylaws and shall state that it will be an electronic meeting. Any e-mail vote taken must have a return confirmation from the addressee that he has received the e-mail request for a vote. The notice of an electronic meeting or vote must be by e-mail and either United States Postal Service or Express Mail hard copy notice.
The Quorum for an Electronic Meeting shall be determined separately for each and every electronic vote on a motion or action submitted to the IBD, IEC, or Chapter Board by adding together all the cast votes: yes, no, and abstention. An abstention must be clearly stated as such by the delegate in order for it to be considered as an abstention. A person who fails to respond or fails to vote either yes, no or abstain on a particular motion or action shall be deemed as not present and shall not be counted as part of the quorum. The presiding officer shall set a date in the notice of the electronic vote by which all votes must be cast and returned in order to be counted but in no event shall that date be no earlier than twenty-one (21)days from the date the notice. The presiding officer shall calculate if there is a quorum for each vote and then whether the motion or action passed or failed. The results shall be posted to the HTCIA Web site.
1 In 2002, the IBD voted to limit is size to only one representative per chapter, that representative being the Chapter President or a proxy. Proxies were eventually removed and in 2005, the IBD amended the bylaws to allow any chapter officer, in order of succession, to be the chapter’s IBD representative if the president was unable to attend the IBD meeting. Additionally, the bylaws were amended to allow the chapter membership to elect an IBD representative if no chapter officers could attend the meeting.
2 Changed at the 2008 IBD meeting, from the IBD determining to the IEC.