BYLAWS OF THE ISDMA
Amended, March 17, 2026; Approved by the Board of Directors March 27, 2026
BYLAWS OF THE INFRAGARD SAN DIEGO MEMBERS ALLIANCE (ISDMA)
The InfraGard San Diego Members Alliance is an organization dedicated to enhancing the security of the populations of San Diego and Imperial Counties. These Bylaws are intended to assist in the governing of the Chapter in alignment with InfraGard National Members Alliance and FBI Policy.
Next review March 2027
PREAMBLE
The InfraGard San Diego Members Alliance (ISDMA) is a Corporation organized to
operate exclusively within the meaning of section 501(c)(3) of the Internal Revenue
Code. It shall develop and maintain relationships with “Strategic Partners” whose
mission can be supported by the Corporation’s information sharing efforts. The
Corporation’s “Strategic Partnerships” will subsequently lead to the establishment
of a trusted relationship that will foster the exchange of information relevant to the
protection of the national Critical Infrastructure. ISDMA reports to and shall align all
Corporation objectives with the InfraGard National Members Alliance (INMA).
PURPOSE
The purpose and primary objective of the ISDMA is to increase the security of the
Critical Infrastructure of San Diego and Imperial Counties through ongoing
exchanges of information relevant to infrastructure protection and education,
outreach, and similar training efforts to increase awareness of infrastructure
protection issues. Further, the Corporation is established to become a Voting
Member of the INMA. The relationship of the ISDMA to the INMA will be principally
defined by an annual certification process known as an “Operating Agreement”
between the ISDMA and the INMA. The relationship between the ISDMA and the
INMA will be further defined by their respective bylaws and national policy.
ARTICLE I OFFICES AND REGISTERED AGENT
Section 1. Definition of Terms
A glossary of terms is located in Appendix A of these bylaws.
Section 2. Registered Office and Registered Agent
The Chapter shall have and continuously maintain a registered office in the State of
California and a registered agent whose office is identical with such registered
office. The registered agent shall be an individual resident of the State of California.
Section 3. Other Offices
The Chapter may have such other office or offices, at such suitable place or places
within the State of California, and the ISDMA Board of Directors may from time to
time determine as necessary for the conduct of the affairs of the Chapter.
ARTICLE II MEMBERSHIP
Section 1. Membership
The General Membership of ISDMA shall consist of applicants who have been vetted
through the FBI risk assessment screening process and accepted by ISDMA.
Section 2. InfraGard Members
InfraGard Membership shall be determined and controlled by the FBI pursuant to
standards developed in consultation with the INMA. Each InfraGard member
must
be affiliated with an InfraGard Member Alliance, and once accepted as a member,
has voting rights as a “Voting Affiliate”.
Section 3. ISDMA Voting Affiliates
Voting affiliates are members of InfraGard who have been accepted as members of
ISDMA. They have full voting rights on local Chapter matters and are on record with
the FBI InfraGard Coordinator as members of the ISDMA.
Section 4. Non-Voting Affiliates
Non-Voting Affiliates are InfraGard Members who belong to other IMAs or members
of the general public (non-InfraGard members) who have been invited to attend
general meetings of the ISDMA. Non-Voting Attendees have no voting rights and are
not members of the ISDMA.
Section 5. FBI InfraGard Coordinator.
The ISDMA FBI Coordinator, also known as the Private Sector Coordinator, will
serve as an advisor to the Board of Directors regarding FBI/INMA Policy and
Directives. The FBI Coordinator oversees the review of all applications for ISDMA
membership. He or she is a member of ISDMA, but has no voting rights.
Section 6. Voting Rights
An InfraGard Member with voting rights in the Chapter shall be termed a “Voting
Affiliate.” InfraGard Members may choose to exercise their “Voting Rights” in
accordance with ISDMA policy. These Voting Rights shall give the InfraGard member
a vote in the affairs of the Chapter.
A. When warranted, the Board of Directors may suspend the voting rights of
an InfraGard Member for a 90-day probationary period, during which the
Board of Directors - subject to the Chapter’s bylaws and any INMA
national policy - may reject the InfraGard Members status as a Voting
Affiliate.
B. The Board of Directors may request a 60-day extension of the
probationary period by filing a notice of the intent to do so with the INMA
not less than 30 days prior to the end of the original 90-day period.
C. After 90 days, if the Board of Directors takes no action, the voting rights of
the Voting Affiliate shall be deemed valid for the conduct of business in the
Chapter.
D. An InfraGard member, whose voting rights have been rejected, may appeal
the ISDMA decision to the ISDMA FBI Coordinator, and ultimately the
INMA Board of Directors.
Section 7. Termination of InfraGard Membership
The Board of Directors, by quorum vote, may recommend to the ISDMA FBI
Coordinator that it terminate InfraGard Membership of one of its Voting Affiliates
pursuant to procedures codified in the Membership documents. The removal of
InfraGard Membership may be appealed to the ISDMA FBI Coordinator, and
ultimately the INMA Board of Directors.
Section 8. Membership Dues and Other Expenses
The Board of Directors, by majority vote, may establish voluntary contributions that
ISDMA members may pay to the ISDMA to fund obligations as set forth in these
Bylaws and the operating agreement with the INMA. The Board may also establish
and formalize a charitable contribution program (donation drive) for members and
entities to support the chapter. Any funds collected by the ISDMA will be
administered by the Board of Directors according to the rules enacted for the proper
handling of funds. All dues or other funds collected will remain in the possession of
the ISDMA and shall not be held, administered, or distributed by any Strategic
Partner. No funds collected from Voting Affiliates shall be used to fund any United
States or State Government Agency/Organization activities or otherwise used in a
manner inconsistent with section 501(c)(3) of the Internal Revenue Code. Unless
otherwise decided by the Board of Directors, all ISDMA Members shall bear any
expenses incurred because of their voting affiliation with the ISDMA.
ARTICLE III MEMBERSHIP MEETINGS
Section 1. Regular Meetings
A regular meeting of ISDMA members, also known as an All-Hands Meeting, other
InfraGard Members, and the public will be held a minimum of two times a year, at
such time, day and place as the Board of Directors shall designate. The Board of
Directors may designate other regular Membership meetings, which may be held at
such time, day, and place as necessary. Designated Sector Chiefs shall also schedule
meetings for their respective sectors as needed. Sector Chiefs are responsible for
de-conflicting meeting schedules with regularly scheduled chapter meeting.
Section 2. Special Meetings
Special meetings of the Voting Affiliates may be requested by a majority vote of the
Board of Directors or upon written request to the Secretary of the Chapter from a
majority of the Voting Affiliates. A special meeting may be closed to the public at the
discretion of the Board of Directors.
Section 3. Notice of Meetings
Notice of the time, day, place, and purpose of each meeting shall be given to all
ISDMA Members not less than seven (7) calendar days prior to the meeting date.
Regularly scheduled meeting should be announced with sufficient time to allow all
members to schedule attendance.
Section 4. Quorum
In general meetings where a vote of the membership is required, such as annual
Board of Director elections, a quorum vote of members present, is required to
the voting process. Voting my be conducted electronically, within rules
established by the Board of Directors.
ARTICLE IV BOARD OF DIRECTORS
Section 1. Powers.
The Board of Directors shall manage, supervise, and control the business, property
and affairs of the Chapter, except as otherwise expressly provided by law, the
Certificate of Incorporation of the Chapter, or these bylaws. Directors shall not be
compensated for their participation as a member of the Board, but may be
reimbursed as stated within these bylaws. Subject to the limitations set forth in
these bylaws, the Board of Directors shall be vested with the powers possessed by
the Chapter itself, including the powers to appoint and remunerate agents and
employees, to establish the budget of the Chapter, to disburse the funds of the
Chapter, and to adopt such rules and regulations for the conduct of its business as
shall be deemed advisable. The Board of Directors may repeal, modify, and amend
the bylaws of the Chapter by quorum vote at any regular or special meeting of the
Board.
Section 2. Number, Election, and Qualifications
The Board of Directors shall be composed of up to eleven (11) Directors; or such
lesser number as may occur from time to time due to the resignation or removal
of a member. The eleven (11) Directors of the Board shall include at least eight
(8) elected Directors and no more than three (3) appointed Directors. In order to
serve as a director of the ISDMA Board of Directors, the candidate must be an
individual ISDMA member in good standing. Prior to any election or
appointment, a Board panel must interview and approve all Director candidates.
To preclude undue bias from any one element of ISDMA, the Board of Directors
shall consist of no more than one member from same agency, business entity,
organization, or family.
Election to the Board of Directors is facilitated as needed based on expiring terms
by the elections committee, and Directors are elected by quorum vote of the
ISDMA. Qualifications of eligible candidates shall be defined by the election
committee as a pre-cursor to the general election, delineated by published
election procedures.
Board members and nominees to the Board shall disclose any and all
professional or personal relationships that may present a conflict of interest or
might otherwise impede the member or nominee’s ability to serve on the Board
in an objective manner. The ISDMA Secretary shall maintain such statements and
make them available to Board Members upon written request.
Section 3. Director Term of Office
b. c. To ensure Board consistency, a Director of the Board who has been either
appointed or elected to fill a full three-year term may continue to serve up to a
second three-year term with a majority vote from the Board of Directors. To
preclude Board stagnation and encourage fresh insights, Directors may serve no
more than six years total. Terms of Directors will begin on the first board meeting
following the election.
Section 4. Resignation
Any Director may resign at any time by giving written notice to the President. Such
resignation shall take effect at the time specified therein, or, if no time is specified, at
the time of acceptance thereof as determined by the President.
Section 5. Removal
A director may be removed by quorum vote of the Board consisting of all directors
who are not, at the time, the subject of such action on proceedings at any regular or
special meeting of the Board of Directors for engaging in documented conduct
prejudicial to the best interests of the Chapter, its members, or contrary to the
purpose of the Chapter.
Section 6. Vacancies
Any director vacancy may be filled for the unexpired term with a majority vote of
the Board of Directors as an appointment, or by election by the general membership
at a future meeting as feasible. If a new member has been appointed, then at the end
of the term the member has been appointed to fill, the member shall stand for
election.
Section 7. Regular Board of Director Meetings
Regular meetings of the Board of Directors shall be held monthly on a date and time
established and clearly promulgated to the Board. These meetings may be in-person
or via telephonic or electronic means. Notice of the time, day and place of any
meeting of the Board of Directors shall be given at least seven (7) calendar days
prior.
Section 8. Special Meetings
Special meetings of the Board of Directors may be called at the direction of the
President, or by the Vice President in the absence of the President, or by a majority
vote of all Directors then in office, to be held at such time, day, and place as shall be
designated in the notice of the meeting.
Section 9. Participation by the Board of Directors
Attendance at all ISDMA Board and regular Chapter meetings is a serious
expectation for all Directors. Directors who will be absent from a meeting must
provide a report to the Secretary and/or President prior to the meeting. Directors
that miss a significant number of meetings, without proper notification and/or
significant justification will be subject to removal by the Board of Directors in a
majority vote.
Section 10. Quorum
A majority of Directors shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, except, if less than a quorum of directors is
present at such meeting, a majority of the directors present may adjourn the
meeting to a future time without further notice being required. For the purposes of
these bylaws a quorum and a majority are defined as the same, and mean more than
half of the current total number of directors, i.e., six of eleven directors. Quorum and
majority may be used interchangeably.
Section 11. Manner of Acting
Meetings shall be conducted and calls for votes shall be conducted in alignment with
"Roberts Rules of Order." Except as otherwise expressly required by law, the
Certificate of Incorporation of the Chapter or these Bylaws, the affirmative vote of a
majority of the voting directors present at any meeting of the Board of Directors at
which a quorum is present shall be the act of the Board of Directors. Each elected
director shall have one (1) vote. Voting by proxy is permitted. At any meeting of the
Board of Directors, a member may vote either in person or by proxy executed by the
member or the members duly authorized attorney-in-fact. No proxy shall be valid
after forty-five (45) calendar days from the date of its execution, unless otherwise
stipulated in the proxy.
Section 12. Written Consent
Action taken by the Board of Directors without a meeting is nevertheless a Board
action if written consent to the action in question is verified by electronic mail or
signed by all of the voting directors and filed with the minutes of the proceedings of
the Board, whether done before or after the action so taken.
Section 13. Telephone/Videoconference Meeting
Any one or more directors may participate in a meeting of the Board of Directors by
means of a conference telephone or similar telecommunications device, which
allows all persons participating in the meeting to hear each other and such
participation in a meeting, shall be deemed present in person at such meeting.
Section 14. Bonding. Whenever requested by the Board of Directors, any person
entrusted with the handling of funds or valuable property of the Corporation shall
furnish, at the expense of the Corporation, a fidelity bond, approved by the Board
of Directors in such sum as the Board shall prescribe.
Section 15. Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or has been a director, officer, employee or agent of the
corporation as a director, officer, employee of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against such
person and incurred in any such capacity or arising out of such person’s status as
such, whether or not the corporation would have the power to indemnify such
person against liability under the provisions of the State of California not-for-profit
corporation statues.
ARTICLE V OFFICERS
Section1. Officers
The Officers of the ISDMA Chapter shall consist of a President, a Vice President, a
Secretary, and Treasurer, each of whom shall be members of the Chapter and serve
on the Board of Directors. The Chapter shall have such other officers and staff as the
Board of Directors may from time to time deem necessary. Such Officers have the
authority to perform the duties prescribed by the Board of Directors, but do not
hold any special Board voting rights. Elections of ISDMA Officers shall be conducted
at the first Board meeting of each calendar year or following the General
Membership Board of Directors elections as needed.
Section 2. Term of Office, Resignation, Removal, and Vacancies
Board of Directors officer position confirmations will be conducted annually via an
internal process by the Board of Directors to nominate, and approve the positions of
President, Vice President, Secretary, and Treasurer at the first or second Board
meeting of the calendar year. These internal elected positions carry additional
responsibilities within the Board, but voting rights are equal to all Board Members.
Elected Officers of the Board of Directors may continue to serve a particular office
until the Board selects another Director as a part of the annual officer elections
process.
Section 3. President Responsibilities
The President leads the Board and is responsible for its effectiveness, chairs all
meetings of the Board, and appoints committee members to Committees of the
Board subject to confirmation by the Board. As such, the President shall give active
direction and control of the business and affairs of the Chapter. He or she may sign,
with the Treasurer, or any other proper officer of the Board, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has authorized
to be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws or by statute to
some other officer or agent of the Chapter.
In general, he or she shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors from time to time.
The FBI InfraGard Coordinator shall be a principal advisor to the President on all
matters of INMA and FBI policies and procedures.
The Board of Directors may conduct a quorum vote to allow a modest stipend for
operating expenses for the President to conduct business of the board.
Section 4. Vice President
The Vice President shall, in absence or incapacitation of the President, act as
President and provide active direction and control of the business and affairs of the
Chapter. When directed by the President (or while acting as the President), he or
she will assume the full responsibilities and accountabilities as stated in section
three of this article.
Section 5. Secretary
The Secretary shall keep the minutes of all meetings of the Board of Directors in one
or more electronic file locations, see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; be custodian of the
corporate records and the seal of the Chapter (if any) and in general perform all
duties incident to the office of Secretary and such other duties as from time to time
may be assigned by the President or the Board of Directors.
Section 6. Treasurer
The Treasurer shall have charge and custody of, and be responsible for, all funds
and securities of the Chapter; receive and give receipts for moneys due and payable
to the Chapter from any source whatsoever, and deposit all such moneys in the
name of the Chapter in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article VII of these Bylaws. In general,
the Treasurer shall perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him or her by the
President or Board of Directors.
a. All financially related accounts established and/or maintained by the
Treasurer shall be subject to random financial reviews as designated by the Board.
Reports of such reviews will be made available to Board of Directors and available
for review by the ISDMA FBI Coordinator.
b. A financial review will be conducted when a change takes place in the
position of Treasurer, FBI Coordinator, or Chapter President to ensure accounts are
Amended, March 17, 2026; Approved by the Board of Directors March 27, 2026
complete and accurately recorded at time of turnover.
Section 7. Sector Chief Coordinator
The Board may appoint one or more Sector Chief Coordinator(s). The Sector Chief
Coordinator(s) may be a member of the Board, or a Board advisor. He or she shall
oversee the Sector Chief program for the Chapter. The Sector Chief Coordinator will
identify and nominate Sector Chiefs for each of the Critical Infrastructure Sectors
represented in the Chapter, and meet regularly with each Sector Chief, individually
or as a group, to ensure the success of the Sector Chief program. Sector Chief
Coordinator will report to the Board of Directors on emergent issues or support
required for this key ISDMA function.
Section 8. Membership Coordinator
The Board may appoint a Membership Coordinator, who shall be responsible for
providing a consistent and responsive interface to the Chapter membership,
including new member onboarding, and all membership communication and
meeting announcements. The Membership Coordinator will work with the FBI
Private Sector Coordinator - InfraGard to maintain and accurate list of Voting
Affiliates for use in official Chapter business. Appointments shall be for one year
and subject to reappointment on an annual basis.
Section 9. Awards Coordinator
The Board may appoint one or more, Awards Coordinator who will chair the
Awards Committee, comprised of no less than three Board members. The Awards
Committee shall identify all local and National awards and recognition
opportunities, coordinate nominations, and awards package development. The
Awards Coordinator will report to the President and Board on all awards and
recognition issues. Appointments shall be for one year and subject to reappointment
on an annual basis.
Section 10. Sponsorship Coordinator
The Board may appoint a Sponsorship Coordinator who will chair a sponsorship
committee, comprised of no less than two Board members. The Sponsorship
Committee shall identify potential corporate sponsors and/or individual
contributors to the Chapter’s financial sustenance. Financial support may be
generally given to support the Chapter’s day to day activities and events in general,
or such financial support may be targeted for particular events. The Sponsorship
Coordinator may be selected and approved by the Board as an advisor to the Board.
The Sponsorship Coordinator will report to the President and Board on all
sponsorships. Appointment for the Sponsorship Coordinator shall be for one year
and subject to reappointment on an annual basis.
Section 11. Other Coordinators
The Board shall have the authority to appoint any other Coordinator positions as
deemed necessary for effective and efficient operations.
Section 12. Past President
The immediate past president shall be nominated and approved by the Board as
“President Emeritus,” and shall be able to attend meetings held by the Board of
Directors, to act only in an advisory capacity and without a vote on the Board.
Section 13. Advisory Board Members
Advisory Board members will be appointed by the Board of Directors as non-
voting members of the Board and will act in an advisory capacity only. Advisory
Board members must be InfraGard Members to be considered by the Board of
Directors.
ARTICLE VI COMMITTEES
Section 1. Board Committees
The Board of Directors, by resolution adopted by a majority of the directors, may
designate and appoint one or more committees, each consisting of one or more
directors and advisors. Such committees, to the extent provided in said resolution,
shall have and exercise the authority of the Board of Directors in the management
of the Corporation; provided, however, that no such committee shall have the
authority of the Board of Directors in reference to amending, altering or repealing
these Bylaws, as noted in Article IV and V of these Bylaws; electing, appointing or
removing any member of any such committee or any director or officer of the
Corporation; amending the Certificate of Incorporation of the Corporation, as noted
in Article IV, of these Bylaws; adopting a plan of merger or adopting a plan of consolidation with
another corporation; authorizing the sale, lease, exchange or mortgage of all or
substantially all of the property and assets of the Corporation; authorizing the
voluntary dissolution of the Corporation or revoking proceedings therefor; adopting
a plan for the distribution of the assets of the Corporation; or amending, altering or
repealing any resolution of the Board of Directors which by its terms provides that it
shall not be amended, altered or repealed by such committee. The designation and
appointment of any such committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any individual director, of any
responsibility imposed by law upon the Board or upon the director.
Section 2. Committee functions
Committees shall be established to address organizational issues and needs as
identified by the board. At the establishment of a committee or the January meeting
of each year; the Board of Directors shall provide each committee chair clear
guidance and direction on the scope and objectives of that committee.
Section 3. Committee Member Term of Office
Each member of a committee shall continue as such until a successor is appointed,
unless the committee shall be sooner terminated, or unless such member resigns, is
removed by the Board, or ceases to qualify as a member thereof.
Section 4. Vacancies
Vacancies in the membership of committees may be filled by appointments made in
the same manner as provided in the case of the original appointments.
Section 5. Quorum
Unless otherwise provided in the resolution of the Board of Directors designating a
committee, a majority of the whole committee shall constitute a quorum and the act
of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6. Rules
Each committee may adopt rules for its own governance consistent with these
Bylaws or with rules adopted by the Board of Directors.
ARTICLE VII CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts
The Board of Directors may authorize any officer or officers, agent or agents of the
Corporation, in addition to the officers so authorized by these Bylaws, to enter into
any contract or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific
instances.
Section 2. Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by such officer
or officers, agent or agents of the Corporation and in such manner as shall from time
to time be determined by resolution of the Board of Directors. The president is
authorized to make expenditures on a case basis as approved by the board. In the
absence of such determination by the Board of Directors, such instruments shall be
signed by the Treasurer and/or the President of the Corporation.
Section 3. Deposits
All funds of the Corporation shall be deposited from within 30 days of receipt to the
credit of the Corporation in such banks, trust companies or other depositaries as the
Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the Corporation any contribution,
gift, bequest, or devise for the general purposes or for any special purpose of the
Corporation.
ARTICLE VIII MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year
The fiscal year of ISDMA shall be January 1 through December 31 of each year.
Section 2. Notice
Whenever notice is required to be given to a director, ISDMA representative, or
officer under the provisions of these Bylaws, the Certificate of Incorporation of the
Corporation or statute, such notice shall be given in writing, by first-class, certified,
or registered mail or by express delivery service, with postage or express delivery
charges thereon prepaid, to such person at his or her address as it appears on the
records of the Corporation. Such notice shall be deemed to have been given when
deposited in the United States mail or delivered to the express delivery service.
Notice may also be given by telegram, telex, telefax, electronic mail, telecopy or
telephone, and will be deemed given when received, if followed by a writing mailed
on the same day or no later than the close of the next business day.
Section 3. Seal
The official seal of the Corporation shall have inscribed thereon the name of the
Corporation and shall be in such form and contain such other words and/or
figures, as the Board of Directors shall determine. The official seal may be used by
printing, engraving, lithographing, stamping or otherwise making, placing, or
affixing or causing to be printed, engraved, lithographed, stamped, or otherwise
made, placed, or affixed upon any paper or document, by any process whatsoever,
an impression, facsimile, or other reproduction of said official seal for any purpose
upon approval by the Board of Directors.
Section 4. Books and Records
The Corporation shall keep correct and complete books and records of account and
shall also keep minutes of the meetings of the Voting Affiliates, the proceedings of its
Board of Directors and those of committees having any of the authority of the Board
of Directors, and shall keep at its registered or principal office a record giving the
names and addresses of the members of its Board of Directors. Such records and
books shall be subject to a financial review on a random basis with reports of the
review provided to the standing Board of Directors and made available to the US
Government Agency/Organization designated point of contact and the INMA.
Financial reports shall also be conducted on change of treasurer or president, and at
a minimum every three years.
Section 5. Adding Addendums to the Bylaws
The Board has the authority to add new provisions or make changes to existing
bylaws. Any proposed addendum to the bylaws must be submitted to the board for
approval and the board will review the addendum for compliance with the existing
bylaws and applicable laws. The following are addendums to be added to these
bylaws:
See Addendum A: Use of Social Media
See Addendum B: Use of Artificial Intelligence
See Addendum C: Sector Chief Guidelines
See Addendum D: Establishment of Cyber Council
See Addendum E: Sponsorship Guidelines
ARTICLE IX INDEMNIFICATION
The Corporation shall indemnify each director and each of its officers, for the
defense of civil or criminal actions or proceedings as hereinafter provided and
notwithstanding any provision in these Bylaws, in a manner and to the extent
permitted by applicable law.
The Corporation shall indemnify each of its directors and officers, as aforesaid, from
and against any and all judgments, fines, amounts paid in settlement, and
reasonable expenses, including attorneys’ fees, actually and necessarily incurred or
imposed as a result of such action or proceeding or any appeal therein, imposed
upon or asserted against him or her by reason of being or having been such a
director or officer and acting within the scope of his or her official duties, but only
when the determination shall have been made judicially or in the manner herein
Amended, March 17, 2026; Approved by the Board of Directors March 27, 2026
provided that he or she acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of the Corporation, that his or her conduct was
not committed in bad faith, was not the result of active or deliberate dishonesty, and
did not result in him or her actually receiving an improper personal benefit in
money, services, or property, and, in the case of a criminal action or proceeding, in
addition, that he or she had no reasonable cause to believe that his or her conduct
was unlawful. A non-judicial determination that the officer or director has met the
foregoing applicable standard of conduct by (1) the Board of Directors acting by a
majority vote of a quorum consisting of directors who are not, at the time, parties to
such action or proceeding or if such a quorum cannot be obtained, then by a
majority vote of a committee of the Board of Directors consisting solely of two or
more directors not, at the time, parties to such proceeding and who were duly
designated to act in the matter by a majority vote of the full Board of Directors in
which the designated directors who are parties may participate; or (2) The opinion
in writing of special legal counsel selected by the Board of Directors or a committee
of the Board of Directors by majority vote of a quorum consisting of directors not, at
the time, parties to the proceeding, or, if the requisite quorum of the full Board of
Directors cannot be obtained therefor and the committee cannot be established, by a
majority vote of the full Board of Directors, in which the directors who are parties
may participate. If the foregoing determination is to be made by the Board of
Directors, it may rely as to all questions of law, on the advice of independent legal
counsel.
Every reference herein to a member of the Board of Directors or officer of the
Corporation shall include every director and officer thereof and former director and
officer thereof. This indemnification shall apply to all the judgments, fines, amounts
in settlement, and reasonable attorney’s fees and expenses described above
whenever arising, allowable as above-stated. The right of indemnification herein
provided shall be in addition to any and all rights to which any director or officer of
the Corporation might otherwise be entitled and provisions hereof shall neither
impair nor adversely affect such rights.
Anything to the contrary notwithstanding, the Corporation shall not indemnify
directors or trustees or other persons or entities, pay their expenses in advance or
pay insurance premiums on their behalf if such indemnification payment, advance
expense payment, or payment of insurance premium shall constitute a violation of
any provision of the Internal Revenue Code of 1986, as amended (or corresponding
provision of any applicable future United States Internal Revenue Service law).
APPENDIX A
GLOSSARY OF TERMS
Advisory Board: An Advisory Board Member is appointed by the Board and serves
the Board in an Advisory capacity only. Advisory Board Members have no vote on
the Board or in the affairs of the ISDMA.
Board of Directors of the INMA (or the “National Board”):The Board of
Directors of the INMA is elected by the IMAs at the National Congress.
Board of Directors of the ISDMA (or the “InfraGard San Diego Board”, or
“Executive Committee”): The Board of Directors is the governing body of the
ISDMA, and will provide corporate management, definition of policy, and decision
making on major ISDMA issues in accordance with these bylaws. It shall be
composed of up to ten members elected by the ISDMA members who have voting
rights, and shall have a minimum of four officers elected internally by the board.
Chapter: An InfraGard Chapter is the partnership between an IMA and the FBI
Division that exercises oversight of that IMA’s activities.
IMA (InfraGard Members Alliance): An IMA is a Not-for-Profit Corporation that
has been granted 501(c)(3) status by the IRS. The IMAs are the legal members of the
INMA pursuant to the conditions contained in the operating agreement.
InfraGard Member: An InfraGard Member is person who has been accepted by the
FBI to participate in its InfraGard Program.
INMA: The InfraGard National Members Alliance. The IMNA is a Not-for-Profit
Members Corporation that has been granted 501(c)(3) status by the IRS. Its
Members are the IMAs that have signed an “operating agreement” with the INMA.
ISDMA: InfraGard San Diego Members Alliance. The ISDMA is a Not-for-Profit
Corporation that has been granted 501(c)(3) status by the IRS. The ISDMA is a legal
member of the INMA pursuant to the conditions contained in the operating
agreement.
Officers of the ISDMA: Officers are members of the Board and will include a
President, Vice President, Secretary and Treasurer. They are elected annually by the
Board, subject to these bylaws.
Voting Affiliate: A Voting Affiliate is an InfraGard Member that has been granted voting rights by an IMA.