INFRAGARD KANSAS CITY MEMBER ALLIANCE BY-LAWS

ARTICLE I: Name and Purpose

Section 1: Preamble

The InfraGard Kansas City Members Alliance (hereinafter the “Chapter”, and/or the InfraGard Members Alliance (“IMA”) is organized and shall be registered in the State of Missouri and shall operate exclusively as a non-profit entity within the meaning of Section 501.c.3 of the Internal Revenue Code. The Chapter shall develop and maintain relationships with “Strategic Partners” (as defined by the InfraGard National Members Alliance – or “INMA”) such that its’ mission can be supported by the INMA and the Chapter’s community outreach and information sharing efforts. The Strategic Partnerships are intended to subsequently lead to the establishment of a trusted relationship that will foster Chapter stability and vitality, and the exchange of information relevant to the protection of the Critical Infrastructure.

Section 2: Purpose

he purpose and primary objective of the IMA is to increase the security of the United States through ongoing exchanges of information relevant to infrastructure protection through education, outreach and similar efforts to increase awareness of protection issues. Further, the Chapter is established to be a Voting Member of the National InfraGard Members Alliance (INMA). The relationship of the IMA to the INMA is principally defined by an “Operating Agreement” between the IMA and the INMA. This relationship is further defined by their respective bylaws.

Section 3: Area of Operation

The functional area of immediate membership and operations of this Chapter shall be within the area of the FBI Kansas City Field Office (i.e. Kansas and the Western portion of Missouri) – including a portion of western and central Missouri. It is understood, and in agreement with INMA Bylaws, that chapters may have members who reside and/or work outside of the Chapters recognized operating boundaries. This Chapter shall also function and cooperate as a part of the InfraGard North Central Region.

Section 4: Restrictions

The Chapter shall be non-political, non-partisan, and non-profit.

Section 5: National Association

All Chapters shall be recognized and admitted by the INMA (following completion of established organizational procedures). Each Chapter of the INMA (which is the “Parent” organization), shall be bound by and subscribe to the INMA bylaws, objectives and Code of Ethics the organization establishes. The INMA bylaws are considered to be a part of each and every Chapter’s bylaws. Should there be discrepancies and/or conflicts between the INMA bylaws and those of a Chapter, the INMA bylaws shall prevail, pending formal action and/or adjudication.

Individual members within Chapters (hereinafter referred to as “Members”) shall be considered “Affiliates” of the INMA, and as such adhere to, and be bound by, the bylaws of the INMA and the IMA to which they are attached.

Section 6: Administrative Year

The administrative year for this Chapter shall be January 1 through December 31 -- recognizing that the administrative year for the INMA may, and currently does, differ. (This difference is not in conflict with INMA operations, each Chapter permitted to establish their own administrative year).

Section 7: Chapter General Meetings

The Kansas City IMA shall (at a minimum) hold quarterly general meetings. Depending upon the sensitivity of the venue, agenda and the speakers, these meetings may or may not be open to the public.

Section 8: Annual Meeting

The Kansas City IMA shall hold an annual meeting (part of a quarterly meeting), for the purpose of election of officers and other annual business as need be accomplished.

Section 9: Special Meetings

The Kansas City IMA may hold special meetings, to include committees, educational events, conferences, etc. as desirable. These shall be coordinated with and approved by the Board of Directors.

Section 10: Board Meetings

Board (and officer) meetings will be held as and when required/necessary.

Section 11: Meeting Notices

General and annual meeting notices shall be given to members not less than fourteen (14) calendar days prior to the meeting. At a minimum these notices will be distributed via email to the identical membership list maintained by the FBI coordinator and the Chapter Membership Chairperson. Unless otherwise announced, there is no requirement for a general membership quorum for these meetings. Special meeting notices shall be distributed to members and other desired individuals at the earliest possible time on a case-by-case basis. These schedules and notices shall be coordinated with and approved by the Board of Directors. Board (and officer) meeting notices shall be given not less than fourteen (14) days prior to the anticipated meeting. Confirmation of intent to attend shall be required not less than seven (7) calendar days prior to the meeting to ensure a quorum for any business to be discussed and/or considered.

ARTICLE II: Members (Affiliates)

Section 1: Eligibility

Members (Affiliates --personal membership) status is extended to those persons desiring to participate in the INMA program for those meeting the following requirements: U.S. citizen, 18 years or older Affiliated with a critical infrastructure sector Consent and pass FBI security risk assessment and periodic re-certifications Notify the FBI of any pending criminal matters Sign and adhere to a confidentiality and non-disclosure agreement Agree to adhere to InfraGard Code of Ethics and Information Sharing Policies. Members of the Chapter shall be entitled to vote at the Chapter level

Section 2: Application

Prospective members of InfraGard will submit an application for membership from the National InfraGard web site at: www.infragard.org.

Section 3: Admission

Potential members shall: Meet the requirements of membership as outlined in Article II, Section 1. Complete a membership application form. Follow the Code of Ethics and related policies. Membership is subject to vetting and approval Membership to the Chapter shall be granted to an individual by the local FBI Field Office. The FBI Private Sector Coordinator (PSC)will be the sole processing authority. Upon approval, the coordinator will advise both the candidate and the Chapter of the successful application. Memberships will be re-vetted at five-year intervals (or at the discretion of the FBI) through procedures established by the FBI. During the re-vetting and/or re-application process, all existing memberships will remain in effect, barring other considerations.

Section 4: Meeting Attendance

All members may attend general and annual Chapter meetings. Potential members, and those individuals undergoing the processing of their applications may attend as an invited and escorted guest to those general Chapter meetings that are open to the public. (Note that some meetings may be restricted to vetted members only.) At the discretion of the Chapter(s), members may be required to attend a percentage of general meetings to maintain current membership status. As a general rule, members may attend meetings of other Chapters, however prior individual confirmation is prudent and recommended on a case-by-case basis.

Section 5: Voting

Any Member in good standing, and recognized by the Chapter membership committee, is considered a Voting Member (Affiliate) of the organization.

Section 6: Change in Eligibility

Any member in good standing of any IMA may transfer their membership to any other IMA provided they meet the new IMA requirements, if differing in any way.

Section 7: Dues

At the discretion of the Chapter(s), and/or the INMA, members may be assessed annual dues. The Chapter reserves the right to assess fees to special events on a case-by-case basis.

Section 8. Termination

For legitimate cause, the Chapter Board of Directors, by a two-thirds vote of attending Board members in properly called Board meeting may recommend to the FBI that it terminate the membership status of a member pursuant to the procedures codified in the Affiliate application documents. Final determination of this action lies with the Chapter FBI coordinator The FBI coordinator may direct the termination or removal of any member the cause of which may or may not be revealed to the Board, in keeping with privacy considerations and at the discretion of the FBI.

ARTICLE III: Offices and Registered Agent

Section 1: Offices and Registered Agent

The Chapter shall have and continuously maintain a registered office in the State of Missouri, and a registered agent whose office is identical with such registered office. The mailing address shall be verified annually with the State of Missouri Secretary of State’s website and updated as needed.

Article IV: FBI Coordinator

Section 1: FBI Coordinator

The FBI Coordinator for the Chapter, while not an Officer or a Board Member of the Chapter, is appointed to the Coordinator position by the FBI Field Office Special Agent-in-Charge (SAC). This position has no term limit and is at the discretion of the SAC. The FBI Coordinator is not an elected position. The Chapter has determined that this individual will have a tie-breaking vote on issues related to the Chapter, with the exception that no vote may be rendered by the FBI Coordinator which will have financial impact or obligation. The FBI Coordinator shall receive and vet all membership applications, and act on membership terminations for cause as appropriate.

Article V. Chapter Officers

Section 1. Chapter Officers

The Officers of the Chapter shall be fourteen (14) to sixteen (16) in number, constituting: President, Vice President, Secretary, Treasurer, Immediate Past President, and nine (9) to eleven (11) Directors at Large. Additionally, the FBI Private Sector Coordinator will serve on the Board; however, this representative serves at the direction of the FBI Special Agent In Charge (SAIC) and is not elected. All Elected Officers serve as the Board of Directors.

Section 2. Term of Chapter Officers

The Chapter has established the following guidance for elections to provide continuity of Chapter functions and operations: The President and Secretary will be elected in even numbered years. Vice President and Treasurer in odd numbered years. Approximately half (½) the number of the Director at Large positions will be elected annually

The term of office shall commence on the later of the following dates after the election: January 1 or the close of the Chapter’s Annual Meeting, to permit the execution of state registration documents, bank signature cards, etc. The Chapter Officers, except the Immediate Past President, shall be elected for a term of two (2) year(s), or until their successors are elected and assume office, or until they resign or are removed from office (except for Directors at Large positions). No member shall hold more than one Chapter office at a time (unless required under Article VI, Section 2.) and no member shall be eligible to serve more than two consecutive terms in the same Chapter office, not to exceed four consecutive years. Directors at Large cannot serve beyond a total of six years. All Directors at Large positions are considered a single position regardless of the fact that there are multiple positions. Board members (any officer) may not include more than one person from any single corporation or family. No officer/board member may serve on the InfraGard National Members Alliance (INMA) Board and as an IMA corporate officer, or voting delegate of an IMA, concurrently. No officer or board of director may have a fiduciary responsibility to any other organization that has the same or similar mission as InfraGard.

Section 3. Duties of Chapter Officers

The Chapter Officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter.

A. The Chapter President shall: Preside at meetings of the Chapter and the Board Appoint all committee chairpersons and members, with approval of the Board Be an ex-officio member of all committees, except the Nominating Committee Represent the Chapter with the FBI, INMA, the North Central Region, other Chapters, and other organizations at events and meetings, and other conferences and functions, where appropriate, or appoint another Chapter Board member as a representative Serve as liaison and advisor in coordinating the activities of the local Chapter in support of InfraGard’s mission Present an annual report to members at the annual meeting Maintain communications with the INMA and respond to INMA enquiries Be responsible for submission of the required annual Chapter reports to the IMNA for compliance Supervise budgetary matters and proper internal control of finances Ensure completion of IRS 990 filing Have signature authority on the Chapter’s bank account Sign all written contracts for the Chapter as authorized by the Board of Directors Perform other duties as pertain to the office of President, or which may be delegated by the Board.

B. The Chapter Vice President shall: Preside at meetings of the Chapter and the Board, in the absence of the President Perform the duties of the President in the event of his/her absence or disability Assume the office of President in the event of a vacancy in the office of President; and develop programs for the Chapter Perform other duties as pertain to this office. C. The Chapter Secretary shall: serve as “Chapter Historian” Take minutes of the meetings of the Board, membership meetings, and Annual Meeting, and maintain a copy of the records, Maintain accurate attendance records Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter Assist the President in the administration of Chapter membership meetings Perform other duties as pertain to this office.

D. The Chapter Treasurer shall: Be custodian of Chapter funds Receive and disburse such funds of the Chapter as shall be required in the conduct of its affairs and the carrying on of its activities or as directed by the Board Remit any payments to the INMA as required (such as payment for D&O Insurance) Submit a financial report for June Board meeting Along with the President, authorize expenditures from, or transfers of funds from/to the Chapter account. Submit annual financial statements for presentation to the membership at the annual meeting Submit books and records for audit, when required Complete annual reporting to Secretary of State’s website and confirm registered agent address File any and all tax forms required (IRS 990) Have signature authority on the Chapter’s bank account Sign all written contracts for the Chapter as authorized by the Board of Directors Perform other duties as pertain to this office.

E. The Immediate Past President of the Chapter shall: Provide advice and guidance to the new President and Board Perform other duties as pertain to this office.

F. Each Board Member - Director at Large shall: Contribute to the work of the Board on a wide variety of topics and projects, as directed by the President and Chapter Board.

Section 4. Chapter Officer Vacancies

If a Chapter officer’s membership in the Association shall for any reason terminate, that individual’s position as Chapter officer shall automatically become vacant. If a vacancy occurs in the office of President, the vacancy shall be filled by the Vice President. If a vacancy occurs in any office, except that of Immediate Past President or President, the vacancy shall be filled by the Chapter Board. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant, until filled by routine succession. If a vacancy occurs in the office of Treasurer, regardless of the term, the Treasurer may remain in office until a successor has been installed. If a vacancy occurs in a Director at Large position during a Board Member’s term, the Board may, at their discretion, appoint a qualified Member to serve the balance of the term not to exceed one year or the next election cycle, or they may leave the position vacant until the next election provided it does not adversely affect the business of the Board and/or the Chapter, or hold a special election to fill the vacant Board Member position. This placement shall not count against the two-term limit for serving as a Board Member If there are no nominations provided to fill an elected Officer position, the responsibilities of this position can be appointed by the Chapter Board of Directors to one of the existing Officers listed in Article V, Section 1.

Article VI. Nominations and Elections

Section 1. Chapter Nominations

The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for offices. Candidates for the Board of Directors shall have been a Member (Affiliate) of the Chapter for three months to be eligible for election Candidates may not include more than one person from any single corporation or family. In addition, no candidate may serve on the InfraGard National Members Alliance (INMA) Board and as an IMA corporate officer, or voting delegate of an IMA, concurrently

Each candidate shall have consented to serve and shall have completed/signed a Willingness to Serve agreement and Conflict of Interest form.

Section 2. Chapter Elections

The slate of candidates for office in any particular year shall be presented via email distribution to the membership for consideration no later than 30-days prior to the last quarterly chapter meeting in the calendar year. As available, the slate shall include brief descriptions of the candidate(s) and their interest and qualifications for the officer position. The Chapter Officers shall be elected by the Chapter Members (Affiliates) by electronic ballot prior to the end of the calendar year. Members will be given at least two weeks (14 days) to electronically vote and results shall be published to membership.

Article VII Chapter Board

Section 1. Composition of the Chapter Board

The Chapter Board shall consist of the officers listed in Article V, Section 1.

Section 2. Duties

The Chapter Board shall: Supervise the affairs and conduct the business of the Chapter between business meetings Make recommendations to the membership Have regular Chapter Board meetings - monthly at a time and place determined by the Chapter Board. Special meetings of the Chapter Board may be called by the President and shall be called upon the written request of two (2) members of the Board. Notice must be given to Chapter Board members at least 48 hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter Regular or special meetings of the Chapter Board may be held electronically. The minutes of the meeting shall be approved at the next in-person meeting.

Section 3. Financial Authority

The Chapter Board shall have the authority to: Approve the annual budget. Expend funds allotted in the approved budget.

Section 4. Fiscal Year & Annual Financial Statements

The fiscal year of the Chapter shall run from January 1 to December 31.

The Chapter Board shall ensure that annual financial statements are prepared and approved by the Chapter Board, presented to membership at the Annual Meeting, and submitted annually to the INMA as part of compliance reporting. Chapter Board shall ensure that financial statements are audited and verified by individual(s) other than the Chapter Board, if required under IRS guidelines. (Refer to IRS 990 Guidance)

Section 5. Insurance

The Chapter shall obtain and continuously maintain in good standing, Director and Officer (D&O) insurance. This policy shall be as a part of the INMA policy or a standalone, at the discretion of the Chapter. The Chapter Board shall use commercially reasonable efforts to carry at all times adequate insurance coverage to insure the risk associated with the Chapter’s activities.

Section 6. Quorum

The quorum for any regular or special meeting of the Chapter Board shall be a majority of the voting members of the Board.

Article VII. Removal

Section 1. Removal

Any Officer who fails to attend 50% Board meetings within a year or 50% committee meetings within a year will be brought before the Board of Directors and may be removed from office by a majority vote of the Board.

Any Officer who fails to complete required Board Compliance requirements (such as annual policy review) may be removed from office by a majority vote of the Board. Any Officer may be removed, with or without cause, at any meeting of the Board of Directors, by a majority vote of the members of the Board.

Any Officer being considered for removal from the Board of Directors shall have the right to be heard by the Board before an official vote is taken. Any Officer may also be removed at the direction of the FBI coordinator, however cause may or may not be revealed due to privacy and/or security considerations.

Article VIII. Chapter Committees

Section 1: Communications Committee

There shall exist a Chapter Communications Committee for engagement with membership through established communication channels including a website and social media. This committee is responsible for maintaining and populating the Chapter website and LinkedIn pages periodically to connect with members.

Information to be shared may include, but not be limited to:

• Chapter Board Member List (sans the FBI Coordinator)

• Link to become InfraGard Member

• Link InfraGard Portal

• Link to InfraGard National

• New Member Orientation

• Social Media links, such as LinkedIn

• Upcoming events/Registration,

• Chapter contact information

• reports of interest, links to FBI or CISA

• Communications from INMA

Information will follow TLP Guidelines and any questions about should be reviewed by the FBI Coordinator prior to distribution/posting.

Communications Committee will provide all account registration to the President and Secretary and include as part of transition/ turn over documentation at any time a board member’s term expires/ends. If not headed by a Board member, the Committee shall include an ad hoc Board member as the reporting link to the Board.

Section 2: Finance Committee

There shall exist a Chapter Finance Committee of at least two members for the express purpose of independent Chapter financial oversight and compliance. The Chapter Treasurer shall be the ad hoc Board member to this Committee.

Section 3: Membership Committee

There shall exist a Membership Committee headed by the Board member designated (by the FBI Coordinator) as the Membership Chair. This Committee shall establish systematic efforts and strive to expand and maintain membership rolls within the Critical Infrastructure sectors pertinent to the interests of the Chapter and regional membership.

Per agency requirements the membership roll shall be kept Confidential, apparent only to the Membership Chair and the FBI Coordinator.

In cooperation with the Program Committee this Committee shall assist in planning and developing meeting agendas and events of specific interest to the various sector interests of the membership.

Section 4: Nominations Committee

The Nomination Committee plays an essential role to seek out and nominate future chapter leaders. The Nominating Committee solicits candidates for open officer positions annually. The Nominating Committee consists of at least two (2) but no more than three (3) members shall be elected by the Board in the third quarter, but no later than the October Board meeting.

The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for offices and submit to the Chapter President and FBI Coordinator to confirm eligibility.

Section 5: Program(s) Committee

There shall exist a Program Committee for the express purpose of planning programs, obtaining speakers, arranging venues, etc. for Chapter general meetings. A minimum of quarterly meetings will be planned and held, one of which may be the required annual meeting. Additionally, the Program Committee shall be instrumental in the planning and execution of special events and meetings and may appoint Subcommittee(s) as needed; if not headed by a Board member, the Subcommittee(s) shall include an ad hoc Board member as the reporting link to the Board.

In the event Sector Councils (Article VIII, Section 5) are established and become functional, the Program Committee shall be primarily involved and/or responsible for planning and execution of Sector Council’s separate events. The Committee may establish a sub-committee for this purpose.

Section 6: Sector Councils

Sector Councils (representing Critical Infrastructure sectors of interest to the Chapter membership) may be established with Board approval and direction, and hold sector specific meetings, mini-conferences, educational events, etc. These Councils shall establish a Chair and other officials as necessary to function. Councils shall also coordinate their activities with the established Chapter Committees and Officers.

If not headed by a Board member, the Sector Council shall include an ad hoc Board member as the reporting link to the Board.

Section 7. Special Committees

Other committees may be created as necessary by the Chapter Board.

Article IX. Indemnification

The Chapter shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request or by its election as a director or officer of another corporation, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding, in which they, or any of them, are made parties, or a party, by reason of being or having been directors or a director or officer of the corporation or of such other corporation. Notwithstanding the forgoing, this indemnification obligation shall not extend to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in performance of duty and to such matters as shall be settled by agreement predicated on existence of such liability.

The indemnification provided hereby shall not be deemed exclusive of any other rights to which anyone seeking indemnification may be entitled under any bylaw, agreement, vote of members, or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity, while holding such office.

Article X. Dissolution

If dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by a two-thirds (2/3) vote of the Chapter membership after ten (10) days’ notice to each member. In the event of dissolution, the Chapter shall notify the INMA, in writing, indicating the reason(s) for dissolution and shall return any requested documentation to INMA. All net assets shall be distributed to other selected chapters, or to a welfare, education, or civic project designated by the Chapter membership, pursuant to Section 501 (c) of the US Internal Revenue Code with the approval of INMA.

Additionally, notification to the Secretary of State Office for the State of Missouri must be filed to provide notice of dissolution and close all bank accounts.

Article XI. Parliamentary Authority

The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules the Chapter may adopt.

ARTICLE XII: Miscellaneous Provisions

The Chapter may establish and maintain a strategic plan and other documents as the Board of Directors deems necessary, to help identify and map performance goals, priorities, and key metrics. Official Chapter records, such as meeting minutes and election records, shall be retained for a minimum of three years. Official financial, audit, tax, contractual, and the like shall be retained for a minimum of seven years. Current version of Articles of Incorporation, Chapter Bylaws, and the like shall be retained permanently for the life of the Chapter. Longer retention requirements may apply per legal, regulatory, contractual, and other reasons.

Article XIII. Amendment of Chapter Bylaws

Chapter bylaw amendments will be approved by majority vote, with a minimum of fourteen (14) days allowing members to respond/comment, at which it will by-laws may be considered adopted/effective. The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter must ensure the compliance of the bylaws with any applicable country or state requirements.