Home

Bylaws

2010 By Laws as approved by 2010 IBD

ARTICLE I NAME AND LOCATION OF THE CORPORATION

The name of this corporation shall be the High Technology Crime Investigation Association, Inc. hereinafter known by the acronym HTCIA. The principal office for the transaction of business of the corporation, principal executive office, is located in the State of California, County of Santa Clara. The International Board of Directors may by resolution change the location of the principal executive office and may by resolution establish branch offices at any place where the corporation is qualified to do business.

ARTICLE II OBJECTIVES AND PURPOSES

The objectives and purposes of the High Technology Crime Investigation Association are as follows: To encourage, promote, aid, and affect the voluntary interchange of data, information, experience, and knowledge about methods, processes among the membership of HTCIA;

To promote a representative, centralized organization to collect, collate, coordinate, and distribute data, information, ideas, knowledge, methods, and techniques by any suitable means in order to improve the efficiency, promote uniformity in investigative methods, and develop matters of mutual interest to the membership of HTCIA.

To establish, encourage, and enforce observation of a Code of Ethics and Standards of Professional Conduct;

To publish and distribute books, pamphlets, periodicals, papers and articles supportive of activities and purposes of HTCIA;

To establish and conduct such committees, bureaus, and offices as are necessary and incidental to the activities of HTCIA;

To conduct surveys, studies, hold conferences, symposiums, seminars, and forums;

To arrange for the presentation of lectures and papers on matters and problems of interest;

To foster, promote, encourage, study, research, facilitate discussion, collect and disseminate information of service or interest to the members of HTCIA or the public at large;

To conduct such other related activities as may be necessary, desirable, or incidental to gaining recognition of accomplishments in the field of criminal investigations involving advanced technologies, and security within government, business and industry.

CODE OF ETHICS OF PROFESSIONAL STANDARDS CONDUCT

The HTCIA is dedicated to improving methods for investigating and prosecuting crimes involving advanced technologies. Members are dedicated to mutually assisting each other in the pursuit of this goal.

Members will always use what they learn through HTCIA for the betterment of its members and their sponsoring organizations.

Members agree to respect the confidential nature of any information, procedures, or techniques they become aware of because of their involvement with HTCIA.

Members will not disclose such confidential information to anyone who is not a member in good standing of the HTCIA without the written permission from their respective Chapter Board. Members will never reveal the professional confidences entrusted among one another except under circumstances consistent with the purpose of HTCIA.

Members will never misrepresent their employment, intentions, or professional affiliations.

Members will refrain from even the appearance of impropriety detrimental to the HTCIA, its purpose, or its members.

Members will use their best efforts to support the integrity and competence of HTCIA and prevent the subversion of the association and its purpose.

Members will promote cooperation and mutual assistance among the International Board of Directors and its Chapters.

DEDICATION OF ASSETS

In order to promote the purposes of HTCIA the corporation may hold and manage property, funds, hire employees, and contract for services for any community, charitable, educational, scientific, or civil purposes as set forth in these bylaws.

The property and assets of this nonprofit corporation are irrevocably dedicated to charitable purposes as set out in this Article. No part of the past, present, or future net income or assets of this corporation on dissolution or otherwise, shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private person. Upon dissolution of the corporation, its assets remaining after payment, or provisions for payment, of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which is established under section 501(c)(3) of the Internal Revenue Code.

NON PARTISANSHIP

This corporation has been formed under the California Public Benefit Corporation Law for the purposes described in this Article; and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.

ARTICLE III DEFINITIONS

HTCIA

High Technology Crime Investigation Association, Inc. (HTCIA) is a not for profit public benefit training organization incorporated under the laws of California.

MEMBERSHIP

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.

CHAPTER

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.

CHAPTER MEMBERS

The individual members in good standing of each separate Chapter.

CHAPTER BOARD

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.

OFFICERS

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.

QUORUM

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.

VOTE

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, & 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 & 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

WRITTEN NOTICE

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.

ELECTRONIC MEETING

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.

ARTICLE IV OFFICE QUALIFICATIONS & ELECTIONS

CHAPTER BOARD

Each year, at the Chapter annual meeting held during the months of September, October, or November the Chapter membership shall nominate and then choose by secret ballot vote the Chapter Officers: the First Vice President, the Second Vice President, the Treasurer, and the Secretary. The First Vice President for any calendar year shall automatically become the President for the year following his service as the First Vice President. The express purpose for this period of service is to supply cohesion and continuity. Nominations for First Vice President, Second Vice President, Secretary, and Treasurer must be made in person, from the floor. Nominees must know the duties of the office they are being nominated to and must have committed themselves to the nominating member to accept the nomination. The Chapter Secretary will prepare written ballots with all the names of the nominees contained thereon, and mail the ballots to all the individual, paid-up members. The candidate with the greatest number of votes for an office will be elected. These ballots will be sequentially numbered to ensure the validity of the procedure. All ballots must be returned to the Secretary within thirty days. All ballots received after that will not be lawful votes and shall not be counted. The ballots shall remain sealed until such time the Chapter Secretary and two (2) members of the Chapter who are not nominees appointed by the Chapter President, are gathered for the purpose of opening and tallying the ballots. All persons who participate in the opening and counting of ballots shall initial each ballot and the tally form representing the election results. The election results shall be announced by the Chapter President at the next meeting and notice of the results sent to the International Secretary. The new officers shall automatically take office on January 1st.

All ballots shall be presented to the Chapter Board upon completion of the tally. The ballots shall be maintained for a period of one (1) year by the Chapter Board and made available, upon demand, to any member of the Association, for purpose of verification.

INTERNATIONAL EXECUTIVE OFFICERS

Each year, at the HTCIA annual conference, the International Board of Directors shall choose by secret ballot vote the International Executive Officers: the First Vice President, the Second Vice President, the Treasurer, and the Secretary. The First Vice President for any calendar year shall automatically become the President for the year following his service as the First Vice President. The express purpose for this period of service is to supply cohesion and continuity.

Thirty (30) days before the annual business meeting the International Secretary shall call for nominations for the position of First Vice President, Second Vice President, Secretary, and Treasurer. The International Secretary shall post upon receipt all nominees and their resume on the HTCIA Web page. Nominations may be made from the floor at the annual business meeting. The nominations and election must occur on a day that the annual training conference is in session. The candidate with the greatest number of votes for an office will be elected. The vote shall be counted and recorded by tally committee of three directors who are not nominees appointed by the President. The President shall announce the results and introduce the new International Executive Officers to the International Board of Directors and the membership present. The new officers will automatically take office on January 1st.

All ballots shall be presented to the International Board of Directors upon completion of the tally. The ballots shall be maintained for a period of one (1) year by the International Board and made available, upon demand, to any member of the Association, for purpose of verification.

QUALIFICATIONS

The International Board of Directors, International Executive Officers and Chapter Board Officers must be members of HTCIA for two consecutive years in good standing with the exception of the new chapters an meet the qualifications as set forth in these bylaws.

TERMS OF OFFICE3

The International Executive Officers term of office is one (1) business year. No member of the International Executive Officers may serve more than five successive terms as an International Officer and may not serve more than two years successively in the same position. The International Treasurer will be exempt from the two year term limit.

The International Directors term of office is one (1) business year. No member of the International Executive Officers may serve more than five successive terms as an International Director. The International Treasurer will be exempt from this limit.

The Chapter Board Officers term of office is one (1) business year. No member of the Chapter Board may serve more than five successive terms as a Chapter Officer and may not serve more than two years in the same position.

All Chapter Board Officers, International Executive Officers, and International Board of Directors shall continue in office past the expiration of their term in office if and until their office is filled by an election unless they were removed from office pursuant to these bylaws.

REPLACEMENT OF OFFICERS4

In the event that an officer position becomes vacant, for any reason, the following will occur:

  1. If the office of the President at either the Chapter or IEC level becomes vacant, the First Vice President will succeed them for the balance of the unexpired term and will remain in office completing their own term as President as well. In this case only, the First Vice President position will remain open until the next election cycle. Immediately upon the election results being announced, the individual will take office as First Vice President.
  2. If the office of the President again becomes vacant a special election will be held to fill both the President and vacant First Vice President positions.
  3. If the office of any other position (Chapter or IEC) becomes vacant, a special election will be held unless the Chapter Board appoints with the consent of the membership, after notice consistent with these bylaws.
  4. A special election will be held only after 30 days notice has been given. Such a notice must note the position being filed, that it is for the remainder of the term, that nominations are sought, and the time, date, and location of the election. In the event, a position becomes vacant 45 days or less prior to a regular annual meeting in which officers are to be elected, no special election shall take place. Individuals elected to positions of a previously vacant office will take office immediately as opposed to assuming office on January 1st.
  5. Nominations of individuals must take place at a meeting of either the Chapter Members or the IBD. However, Special elections of any officer may be conducted with mail ballot election, upon approval of procedures delineated by the IEC and with IEC approval.

CHAPTER SUSPENSION DUE TO NO OFFICERS

  1. If any chapters cannot fill at least the President, Secretary, and Treasurer positions, the chapter will be suspended by the IEC. The IEC will notify the chapter's membership by email of the suspension and the justification for same. The IEC will also post under the Members Only Area of the HTCIA website notice of the suspension.
  2. Chapters under such a suspension may not disperse any funds from chapter's account(s) without the approval of the IEC.
  3. No members may be transferred from a chapter in suspension unless there is a geographic relocation of the member.
  4. The IEC will supervise all activities of the suspended chapter, and may appoint a trustee in an effort to remove the chapter from suspension. The IEC will report to the IBD all efforts to remove a chapter from suspension.
  5. If the suspension is not lifted by the IEC prior to the annual meeting the dissolution of the chapter will be considered by the IBD.

COMPENSATION

The International Board of Directors, the International Executive Officers, and Chapter Board Officers shall serve without compensation.

ARTICLE V MEMBERSHIP

Regular membership in this organization shall be limited to:

  1. Law enforcement personnel, investigators, technicians or specialists, and prosecuting attorneys engaged in the investigation and prosecution of criminal or civic activities in which computers and/or other advanced technologies are utilized. A member shall be in the employ of a federal, state or local government entity.
  2. Private/public sector employees or those employees of a not for profit organization who are employed as management or senior staff security level personnel whose primary duties are for corporate security investigations in a high technology environment by virtue of their position or interest can provide, or have a need for, information, training in the areas of security or computer investigations, or other high technology environments.
  3. Members in good standing who retire or transfer from their employment whose continued membership is desirable and beneficial to HTCIA. Members in this category shall be granted continued membership subject to the approval of their Chapter Board.
  4. Members must be of high moral and ethical integrity.
  5. Members may not, by virtue of their employment be in a position to represent or assist the defense in a criminal prosecution, unless: 5
    1. They are employed by an entity (military of governmental) that does not distinguish between prosecution or defense (An example of such incidences are military attorneys and/or investigators who are directed to work for the prosecution at times or the defense at other times).
    2. They are a member of an International chapter whose member's legal system does not distinguish between prosecution or defense, provided the member must reside and practice in that country and not perform defense work in any country that does make that distinction.
    3. They are a member who is subpoenaed to testify by the defense in a matter they investigated for their agency or employer.
    4. They are a member who is employed by a software/hardware vendor who must explain how their company's product operates or functions as part of a service or legal agreement when sold.
    5. They have received an exemption from a majority vote of their chapter membership, after a proper notice consistent with these bylaws. Such exemptions are:
      1. Limited to one per year, per member;
      2. Exemptions can only be granted by chapters in cases where the member volunteers their expertise and is paid no compensation;
      3. The International Executive Committee may revoke such an exemption within 30 days of receiving notice of the chapter's granting of same. If no decision is made by the International Executive Committee within 30 days, the Chapter memberships vote stands. However, a revocation of an exemption by the International Committee is final.
  6. Individuals who violate this requirement for membership are subject to immediate termination their membership by the International Executive Committee. 6
    1. Chapter Officers have within 30 days after being advised of such a violation to report such occurrences to the International Executive Committee or face removal from their position.
    2. The decision of the International Executive Committee's decision is may be appealed only at the annual meeting of the International Board of Directors.
    3. Individuals who have their membership terminated in this manner shall not receive any refund of dues.
    4. Individuals who have had their membership terminated in this manner must wait five calendar years from the termination to be eligible to submit a new membership application.
    5. Individuals who resign their membership prior to a decision by the International Executive Committee under this provision, must wait two calendar years to be to be eligible to submit a new membership application.
    6. The procedures specified under this provision are separate and apart for Termination/Suspension of Membership for Cause under these bylaws and stand alone.
  7. Membership may be denied if the applicant or any organization to which the applicant may belong has aims or interests which conflict with the goals and purposes of the Corporation.
  8. Having met all qualifications for membership in the HTCIA, no applicant will be denied membership on the basis of sex, color, race, religion or ethnic origin.
  9. The International Board of Directors shall make the final determination as to eligibility.

LIFE MEMBERSHIP

Life membership may be granted to members in good standing on the following terms and conditions:

  1. The applicant is fully retired and has made an outstanding contribution, or performed an outstanding service to the HTCIA.
  2. The Chapter Board or the International Board of Directors may nominate a member in good standing for Life Membership status. The International Board of Directors must approve the nominee for Life Membership status.
  3. After the completion of the HTCIA's International President's term in office, he shall automatically receive life membership status.
  4. Life membership shall be exempt from all dues and assessments, with the exception of those fees and expenses incurred by the member for HTCIA sponsored events in which the member chooses to participate.

STUDENT MEMBERS

The purpose of this membership class is to foster, promote, and encourage the study of criminal investigations involving advanced technologies, and security by the academic community. It is limited to undergraduate or graduate students majoring in computer science; forensics, criminal justice, law enforcement, corrections, accounting, auditing, or similar program of study with minimum Grade Point Average (GPA) established by the International Executive Committee (IEC). The IEC will establish general application procedures and requirements for Student Members which are not in conflict with these bylaws.

Ten or more Student Members from one college or university may form an HTCIA School Charter. The IEC will establish general application procedures, requirements and governance for HTCIA School Charters.

CLASSIFICATION OF MEMBERS

The Corporation shall have three classes of membership. The first two classes are Regular and Lifetime Members. They shall have equal voting and other rights, including the right to vote for the officers on the Chapter Board, and to participate in the management of the Chapter business in accordance with the applicable provisions of the bylaws, and to hold any office in HTCIA to which a member may be elected or appointed in accordance with these bylaws. Student Members are the remaining class. Student members may not vote or hold Chapter or International Office. Student Members shall not have access to Regular/Lifetime Member areas.

Additionally, each chapter may restrict Student Members' attendance at any or all portions of a chapter meeting or function. These restrictions may be either a standing rule, established once a year at the annual meeting or by a majority vote of the first two classes of membership at a meeting immediately prior to the event for which the restriction would apply. Any such restriction will be announced at least 15 days in advance, noting the meeting or function is closed to Student Members. Student Member will receive full membership discounts to all HTCIA functions in which they are permitted to attend.

ADMITTANCE

Admittance to membership requires a majority vote of the Chapter Board. Applications for membership shall be submitted to the Chapter Board officer in charge of membership. The basic application for membership into the HTCIA shall be designated by the International Board of Directors.

A membership shall be limited to the balance of any calendar year after which time all memberships are subject to a review by a Chapter Membership Committee appointed by the Chapter Board. The annual membership review will require that a membership renewal form be completed. The basic renewal application and procedures for the processing of membership applications shall be designated by the International Board of Directors in accordance with these bylaws. Memberships are not automatically transferable between Chapters. Each Chapter shall forward by January 30th of each business year to the International Secretary a list of current active members names and employers along with their addresses, phone, fax, and e-mail information. Any member may challenge a proposed member as to their eligibility to the International Board of Directors.

AUTOMATIC TERMINATION OF MEMBERSHIP

The membership of any member shall be automatically terminated upon the following events:

  1. The resignation of the member.
  2. The failure of a member to pay annual dues in the amount set by the Chapter and within the times set forth in these bylaws.
  3. The member no longer meets the requirements for membership as set forth in these bylaws.

ABEYANCE, DISCIPLINE PROCEEDINGS, OR SANCTIONS 7

  1. ABEYANCE OF MEMBERSHIP
    1. Abeyance of membership is the temporary suspension of an individual's good standing in HTCIA pending a final determination of whether their membership should be terminated. Individuals who membership is being held in abeyance may not vote, hold office, run for office, or nominate others for office during the suspension. They may not attend HTCIA membership meetings nor have access to the website or listserv. Their membership is not in good standing. No refunds are due to the member. No negative conclusions, such as guilt, may be drawn from someone's membership being placed in abeyance. Good standing may be restored by the International Board of Directors at the time it considers the matter.
    2. The process of placing an individual's membership in abeyance can only occur if two HTCIA members in good standing, make a written allegation and provide it to the International Secretary within 30 days of becoming aware of the of allegation. The allegation must involve one of the following to be considered for abeyance of membership:
      1. Member was arrested for a criminal act;
      2. Member has been indicted OR
      3. Member has created or been involved in a situation that will cause substantial and immediate harm to HTCIA.
      4. Member has violated provisions within the HTCIA Code of Ethics.8
    3. Immediately upon receiving the complaint an Ethics Committee, made up of the 1st Vice President of the IEC and four IBD members will investigate the allegation. None of these members can be the subject of the investigation or one of the parties making the allegation. Its job is to investigate the allegation. During their investigation they will be required to forward notice of the allegation to the member concerned and to the member's Chapter President requesting any information they may have on the allegation. At the conclusion of their investigation they will forward a report to the IEC with a recommendation for or against placing the membership in abeyance.
    4. The IEC will then decide whether the individual's membership should be placed in abeyance. Within five days of doing so the IEC must advise the IBD and the member of their action in this case and set forth the reasons for doing so.
    5. Abeyance of membership will automatically become termination of membership upon a conviction. In cases involving allegations of B (3) substantial and immediate harm to HTCIA, an investigation will immediately commence under the provisions of the discipline proceedings.
  2. DISCIPLINE PROCEEDINGS
    1. Member discipline, including termination of membership, may occur if a member commits any of the following:
      1. The member violates the HTCIA bylaws other than the Criminal Defense Section which requires immediate membership termination.
      2. Willful participation in area that creates a conflict of interest;
      3. Conduct unbecoming of an HTCIA member;
      4. False or frivolous allegations of misconduct against another HTCIA member;
      5. Conviction for a criminal offense while a member of HTCIA;
      6. Purposeful Misrepresenting of facts when presenting findings;
      7. Any act which directly conflicts with the HTCIA's Core Values;
      8. Any act which brings harm to HTCIA or is image.
    2. Discipline of the member may only occur provided that the following procedures are followed:
      1. A written complaint is received by the International Executive Officers, signed by two HTCIA members in good standing, within 30 days of knowledge of the allegation.
      2. A notice from the International Executive Officers may only be sent by prepaid, registered U.S. mail to the most recent address of the member as shown on the corporation's records, setting forth the allegations and possible sanctions. Such notice shall inform the member that unless he files a demand for a hearing under these bylaws within fifteen (15) days from the date of the post date of the notice the International Executive Officers will take action as indicated in the notice. If no demand for a hearing is receive, the action indicated by the International Executive Officers will be final and irrevocable. The demand for a hearing by the member must be in writing and sent to the International Secretary.
      3. The member being disciplined shall be given an opportunity to be heard within fifteen (15) days of receipt of a demand by the International Secretary. The hearing will be held by a Special Member Disciplinary Committee composed of three members one of which is appointed by the International President, one of which is appointed by the member's Chapter President, and one of which is selected by the member. If the Chapter President is the subject of the investigation, the chapter selection shall be made by the Chapter 1st Vice President. Written notice of the hearing shall be sent to the member and shall state the date, time and place of the hearing.
      4. The Special Disciplinary Committee shall submit its written report containing a recommendation to the International Executive Officers and the member within fifteen (15) days. The report can be made available to the International Executive Officers via the International President. The International Executive Officers shall, after reading the report, make the decision which is final. Their decision shall be made a part of the minutes of the next regular or a special meeting of the International Board of Directors. The International Executive Officers shall notify in writing the member and the member's Chapter Board of its decision.
  3. SANCTIONS
    1. The following is a non-exhaustive list of sanctions available to the International Executive Committee for established violations:
      1. Permanent expulsion or prohibition from being granted membership for a set number of years;
      2. Permanent prohibition from holding any HTCIA office or any number of years;
      3. Censure at Membership meetings;
      4. Fine not to exceed $100 paid to their respective Chapter within 90 days or membership is held in abeyance until fine is paid.

NEW CHAPTER AFFILIATION

Those individuals desiring to start a new HTCIA chapter must apply for chapter status to the International Board of Directors via application as designated by the International Board of Directors. A new chapter must meet the following qualifications to apply for HTCIA chapter status:

  1. Must have 20 members which meet the membership qualifications for HTCIA as set forth in these bylaws.
  2. Must agree to the financial obligation as stated in the HTCIA Treasurer's Manual.
  3. The application for new chapter status must reach the International Board of Directors no less than forty five days before the annual International Board of Director's meeting.
  4. The vote for a new chapter membership will take place at the annual International Board of Directors meeting.

ARTICLE VI FINANCIAL RECORDS & DUES

Annual dues in an amount determined by the International Board of Directors will be assessed each member of each Chapter and shall be collected in a manner proscribed by the International Board of Directors and forwarded to the International Treasurer no later than the last day of March of each year.

At the time of payment of dues, the member's name, employer, address, phone number, FAX number, email address shall be collected and forwarded to the International Secretary.

Annual Chapter dues shall be determined no later than thirty days before the beginning of the HTCIA fiscal year by the Chapter Board who shall immediately inform the International Office of their decision. The Chapter dues shall be collected in the manner prescribed by the International Board of Directors.

At the time of the payment of dues a renewal application must be completed and submitted to the Chapter Board for approval.

The International Executive Officers in accordance with any resolutions of the International Board of Directors shall issue a treasurer's manual. The International Treasurer is responsible for the dissemination of the manual to all Chapter Boards.

All Chapters must abide by and follow the requirements and guidelines set forth in the HTCIA Treasurer's Manual.

ARTICLE VII CONDUCT OF HTCIA MEETINGS

RULES OF ORDER

The Robert Rules of Order, as amended from time to time, shall govern the meetings insofar as those Rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of the Corporation, the law, or rules governing agenda motions, and related matters.

WAIVER BY ATTENDANCE

Attendance by a person at a meeting shall constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice of the meeting or to object to the consideration of matters not included in the notice of the meeting, if that objection is expressly made at the meeting.

ADJOURNMENT

During any meeting of a Chapter membership, Chapter Board, International Board of Directors, or International Executive Officers, a majority of those 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 24 hours, notice of the adjournment to another time or place must again be given all members who had to be given notice of the original meeting informing them of the new date, time and place.

TRANSACTIONS OF THE CHAPTER BOARD, INTERNATIONAL BOARD, & INTERNATIONAL

EXECUTIVE OFFICERS

Except as otherwise provided in these bylaws, or by law, every act or decision made by the International Executive Officers, International Board of Directors, or the Chapter Board, at a meeting duly held at which a quorum was present, is the act of the group, as is required by law, or these bylaws. Every action or decision made by the International Executive Officers, International Board of Directors, or the Chapter Board at a meeting must be recorded in the minute book of records.

CHAPTER MEMBERSHIP, CHAPTER BOARD, & EXECUTIVE INTERNATIONAL OFFICERS

MEETINGS FREQUENCY

The Chapter Officers and International Officers must each meet at a minimum once in each quarter of the HTCIA business year. The Chapter Board shall provide a written report on their meeting to the chapter membership within thirty (30) days of their meeting. The International Officers shall provide to the International Board of Directors within thirty (30) days of their meeting a written report of the minutes of their meeting, a detailed statement of the corporation's income and disbursements for the fiscal quarter, and any significant issues. Chapter membership meetings should be held regularly and at least four times a year.

The International Board of Directors shall meet at least once a year at the annual business meeting and at other times as necessary. Any member in good standing may attend his Chapter Board meeting as a non-voting observer. Any International Director may attend an International Executive Officer meeting as a non-voting observer.

NOTICE OF CHAPTER MEMBERSHIP MEETINGS & INTERNATIONAL BOARD OF DIRECTORS MEETINGS

A notice of Chapter Membership meeting and a notice of International Board of Directors meeting shall be given in writing not less than ten (10) days or more than ninety (90) days before the date of the meeting and shall specify the date, time, place and purpose of the meeting.

NOTICE OF CHAPTER BOARD & INTERNATIONAL EXECUTIVE OFFICERS MEETING

A written notice specifying the date, time, place, and purpose of a Chapter Board meeting or International Executive Officers must be sent to all Chapter officers or International Officers respectively ten (10) days before the meeting.

POWER TO CALL MEETINGS

The Chapter President or a majority of the Chapter Board may call a Chapter Membership meeting or Chapter Board meeting. The International President or a majority of the International Executive Officers may call a meeting of the International Board of Directors or the International Executive Officers meeting.

Ten or more members of a Chapter may call a Special Chapter meeting; ten or more directors may call a Special meeting of the International Board of Directors.

SPECIAL CHAPTER OR INTERNATIONAL BOARD OF DIRECTORS MEETING

When ten (10) or more members in good standing or directors sign a written petition for a special meeting of their respective Chapter or International Board of Directors meeting, it shall state the specific purpose of the meeting. The petition must be given to the either Chapter or International Secretary who shall then send a written notice out to the either the Chapter membership or the International Board of Directors as appropriate. Except as set forth in the notice of a special meeting no other business may be conducted at such special meeting or adjournment of special meeting.

AGENDA

The International President shall draft the agenda for the International Executive Officers meetings and the International Board of Directors meetings. The International President must include on the agenda a section for new business at which time International Officers or International Directors may raise issues not included on the agenda for discussion or action at their respective meetings. This shall not apply at a Special meeting at which the agenda is limited to the subjects in the meeting notice.

CHAPTER DISSOLUTION

The International Executive Officers shall be notified in writing at least thirty (30) days prior to any Chapter meeting at which the a resolution to dissolve the Chapter is to be discussed. Written notice of a resolution to dissolve a chapter must sent thirty (30) days before but not more than ninety (90) days before, a special meeting to dissolve the Chapter. In addition, a notice must be published at least once in a newspaper of general circulation in the area covered by the Chapter.

ARTICLE VIII RECORDS AND REPORTS INSPECTION RIGHTS

Any member in good standing of the HTCIA may:

  1. Inspect and copy the records of member's names and addresses and voting records during usual business hours with five (5) days prior written demand to the Chapter Board, stating the purpose for which the inspection is requested; and
  2. Obtain from the Chapter Secretary, on five (5) days prior written demand and on the tender of the Chapter Secretary's usual charges for such a list, if any, the following: (a) a list of names and addresses of members who are entitled to vote for the election of Chapter Board; (b) their voting rights, as of the most recent record date for which that list has been compiled or as of a date specified by the member after the date of demand stating the purpose for which the list is requested. This list shall be made available within ten (10) days after the demand is received.

Any inspection and copying under this section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.

MAINTENANCE AND INSPECTION OF THE BYLAWS

The corporation shall keep at its principal executive office as well as file with the State of California, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. Every member in good standing is entitled to a copy of the bylaws upon written demand to the International Secretary.

MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

The accounting books, records, and minutes of the proceedings of the International Board of Directors and the International Executive Officers and any committee's appointed by said Board shall be kept at such place as designated, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall in any other form capable of being converted into written, typed, or printed form. The minutes, and accounting books and records shall be open to inspection on the written demand of any member, at any reasonable time during usual business hours, for a purpose reasonably related to the member's interests as a member of this corporation. The inspection may be made in person or by an agent to attorney, and shall include the right to copy and make extracts.

The accounting books, records, and minutes of proceedings of the members and the Chapter Board and any committee's of the Chapter Board shall be kept at such place or places designated by said Board or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. The minutes and accounting books and records shall be open to inspection on the written demand of any member at any reasonable time during usual business hours, for a purpose reasonably related to the member's interests as a member. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts.

INSPECTION BY AN INTERNATIONAL BOARD OF DIRECTOR

Every International Board Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and each of its subsidiary Chapters. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents at no cost.

ANNUAL REPORT

The annual report to members referred to in the California Nonprofit Corporation Law is expressly dispensed with, but nothing in these Bylaws shall be interpreted as prohibiting the International Executive Officers from issuing annual or other periodic reports to the members of the Corporation. However, the International Executive Officers shall provide to the International Board of Directors within sixty (60) days of the close of the corporate fiscal year and to those members who request it in writing, a report containing the following information in reasonable detail:

  1. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
  2. The principal changes in assets and liabilities, including trust funds, during the fiscal year.
  3. The revenue of receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
  4. The expenses of disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
  5. Any information required by California Corporations Code, Section 632
  6.  

THE AUDIT COMMITTEE

The new International President shall in January of each year appoint an Audit Committee, which shall have at least three members who do not have signatory authority over any corporate financial accounts. They shall themselves conduct or supervise an audit of the corporate books and shall make a written report to the International Board of Directors by April 15th. The Audit Committee can be empowered by the International President to engage an accountant to conduct such audit.

ARTICLE IX LIFE TIME ACHIEVEMENT AWARD 9

  1. The purpose of this award is to permanently recognize, in the strongest possible terms, those members who have significantly contributed to the goals of HTCIA.
  2. Nomination Process:
    1. 90 days prior to the first day of the annual conference the International Secretary, will request nominations from each Chapter Board for this award. Nominees must meet the following minimum requirements to be accepted:
      1. Seven years good standing membership in the HTCIA and;
      2. Made a significant contribution to the goals of HTCIA. The following is a nonexhaustive list of factors that will be used to evaluate this requirement:
        1. Served as an officer at either the Chapter and/or International level of HTCIA;
        2. Assisted in the organization of a regional or annual HTCIA conference;
        3. Facilitated or assisted in the start-up of a new HTCIA Chapter;
        4. Advanced the prevention of high tech crimes through education and/or the development of tool(s) and or technique(s);
        5. Individually advanced the field of computer investigation, forensics, and/or security, through training and/or the development of tool(s) and/or technique(s);
        6. Assisted in the successful prosecution and/or litigation of case(s) involving advanced technologies; OR
        7. Other objective criteria announced by the International Executive Committee (IEC) at the request of nominations.
    2. All nominations must be received by the International Secretary within 60 days of the first day of the annual conference to be considered for the award in any given year. Previous year's nominees will remain in the pool of candidates for two years from the date of their nomination, after which they must be removed from the list of candidates and must be re-nominated.
  3. Awarding:
    1. The IEC will review the nominations and vote. A nominee who receives the majority of the votes will be the award winner.
    2. Current IEC members may not be considered for the award during their term in office.
    3. IEC members will abstain from voting for any final nominees who are related to them by blood or marriage.
  4. Recognition:
    1. The award winner will be presented a plaque at the annual HTCIA conference.
      1. Their registration, travel, and lodging expenses for attendance at the conference in which they will receive the award will be paid by the HTICA.
      2. The award winner's name and year of the award will be memorialized in HTCIA records and on HTCIA website.
  5. Prior Years Award Winners:
    1. Previous year's winners will be considered to have fulfilled the above requirements without reservation.
    2. Previous year's winner's names and the year in which they received the award will be memorialized in HTCIA records and on HTCIA website.

ARTICLE X CASE OF THE YEAR AWARD

  1. The purpose of this award is to permanently recognize the efforts of individuals in the successful prosecution and/or litigation of cases involving advanced technologies.
  2. Nomination Process:
    1. 90 days prior to the first day of the annual conference the International Secretary, will request nominations from the entire membership for this award. Nominees must meet the following minimum requirements to be accepted:
      1. At least one of the participants (investigator, forensic examiner, attorney, etc.) in case must be an HTCIA member.
    2. All nominations must be received by the International Secretary within 60 days of the first day of the annual conference to be considered for the award in any given year.
  3. Awarding:
    1. The IEC with the assistance of a committee appointed by the International President will review the nominations. The IEC will vote on the nominees. IEC members will abstain from voting in case they were involved in. The case with the most votes will be the award winner. The following is a non-exhaustive list of factors that will be used to evaluate the nominees:
      1. The case was regional, national, or International in scope;
      2. The case established an important legal precedent;
      3. The case involved significant expenditure of resources (manpower, funds and/or technology);
      4. The case resolved a particularly violent offense;
      5. The case involved a significant dollar loss;
      6. New technology or techniques were expended to resolve the case; OR
      7. Other objective criteria announced by the International Executive Committee (IEC) at the request of nominations.
    2. IEC members will abstain from voting in any case which they were directly involved or in cases where they are related by blood or marriage to any of the nominees.
  4. Recognition:
    1. Plaques will be awarded to all individuals designated by the IEC in connection with the Case of the Year award. These individuals will be presented a plaque at the annual HTCIA conference. Plaques can be given to non-HTCIA members who participated in the case as well.
    2. The award winner(s)' name and year of the award will be memorialized in HTCIA records and on HTCIA website.
  5. Prior Years Award Winners:
    1. Previous year's winners will be considered to have fulfilled the above requirements without reservation.
    2. Previous year's winners' names and the year in which they received the award will be memorialized in HTCIA records and on HTCIA website.

ARTICLE XI AMENDMENT OF BYLAWS

The corporate bylaws of HTCIA may be amended by giving written notice to all members of the International Board of Directors thirty (30) days prior to any regular or special meeting of an intention to amend the bylaws and the specific language of the amendment. If any meeting held pursuant to a notice to amend the bylaws is adjourned more than 24 hours, then all directors must again be given thirty (30) days notice of an intent to amend the bylaws and the specific language of the amendment. The International Board of Directors may amend the bylaws by a majority vote of the entire Board of Directors which must be a recorded roll call vote of each Director and maintained for one year by the International Secretary. A majority vote is 50 percent of the entire International Board of Directors plus one vote.

END OF BYLAWS

CERTIFICATE OF SECRETARY

I, the undersigned, certify that I am the presently elected corporation's International Secretary of the High Technology Crime Investigation Association, a California public benefit corporation, and the above bylaws consisting of twenty (20) pages, are the amended bylaws of this Corporation adopted by a majority vote of HTCIA International Board of Directors after a discussion at the annual conference of 2009 held in South Lake Tahoe, CA, USA.

ss: Art Bowker, International Secretary, September 15, 2010.

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.

2Changed at the 2008 IBD meeting, from the IBD determining to the IEC.

3 The term limitations for International Treasurer were removed at the IBD meeting held on September 19, 2009.

4 Article IV Office Qualification & Elections was modified by action of the IBD at a telephone conference meeting held March 27, 2007. The modifications included the addition of the sections Replacement of Officers and Chapter Suspension Due to No Officers.

5 Updated and expanded at IBD meeting 8/26/07.

6 Added at IBD meeting 8/26/07.

7 This section was added at the IBD meeting on 8/26/07 replacing the section titled TERMINATION OF MEMBERSHIP FOR CAUSE.

8Added at the 2009 IBD meeting.

9 Article IX and X, pertaining to Life Time Achievement and Case of the Year Awards were added in 2006.

Click to download Bylaws:

www.htcia-sd.org/sites/default/files/HTCIA_2010_%20Bylaws.pdf
 

»