President William Clinton issued Executive Order 13010 titled "Critical Infrastructure Protection" on 15 July 1996 establishing the President's Commission on Critical Infrastructure Protection (PCCIP) and the Infrastructure Protection Task Force (IPTF). The objective of the PCCIP was to create a strategy for the protection of the national infrastructure. The IPTF was charged with coordinating existing infrastructure protection efforts while the PCCIP prepared a strategy.

Both the PCCIP and IPTF recognized the need for establishing a "partnership between Government and infrastructure owners and operators beginning with the increased sharing of information relating to infrastructure threats, vulnerabilities, and interdependencies" ("Critical Foundations: Protection America's Infrastructures", The Report of the PCCIP, October 1997, page 27).

In August 1996, the Cleveland FBI Field Office contacted local government officials and information security professionals employed by infrastructure owners and operators within the public and private sectors to meet and discuss critical infrastructure protection. The resulting association was named InfraGard.

The Northern Ohio Chapter of InfraGard, hereafter referred to as the Cleveland Chapter, shall be a non-profit association working in partnership with the Federal Bureau of Investigation (FBI). It shall be the chapter of InfraGard associated with the FBI field office with headquarters in Cleveland, Ohio.

The purpose and primary objectives of InfraGard are:

- To educate the general populous on the vulnerabilities that exist with our country's national infrastructure; and

- To provide forums for the exchange of information between the government, the owners and operators of the national infrastructure, and others concerned with the protection of the national infrastructure.

Membership shall be open to those interested in supporting the purpose and objectives of InfraGard. Anyone wishing to join the Cleveland Chapter may do so by completing the InfraGard Membership Application form, which includes agreement to abide by the code of ethics as well as affirmation that membership is supported by the individual's organization. Optionally, the member's organization may take advantage of any special information access privileges offered by completing the appropriate agreement form(s).

A Member in "Good Standing" shall be defined as follows:

The individual has met all requirements for membership as defined in Article III, Section I, of the By-Laws of the Northern Ohio Chapter of InfraGard. - The individual has attended at least one quarterly chapter meeting within the past year.

- The individual has conducted themselves with a high level of integrity with respect to InfraGard and its mission, including:

- Abiding by InfraGard's code of ethics, bylaws, and council resolutions.
- Refraining from activities that create an appearance of impropriety or that appears to be counter to InfraGard's mission. Such activities may include, but are not limited to:

- Knowingly providing false information on InfraGard forms or other required documentation.

- Unapproved use or misuse of program funds.

- The use of InfraGard membership primarily as a means to market products services or otherwise achieve personal gain.

The Chapter Executive Council will determine whether to remove a member's status of "Good Standing", based on the failure to meet one or more of the aforemention criteria, by a vote of 2/3 of the Chapter Executive Council's members serving.

The Chapter Executive Council can reinstate the member's status of "Good Standing" by a vote of 2/3 of the Chapter Executive Council's members serving.

- Notifying the national InfraGard chapter of the termination,
- Canceling all rights and responsibilities afforded the terminated member,
- Deactivating passwords and encryption keys used by the terminated member to access protected InfraGard web sites,
- Recovering all InfraGard books, video, software and other materials temporarily provided to the terminated member by InfraGard.

The Executive Council shall have general supervision over the affairs of the Cleveland Chapter, select the hour and place of meetings, and perform such other duties as specified in these bylaws.

The Executive Director shall preside at each meeting of the general membership and at all meetings of the Executive Council. In addition, the Executive Director shall have the following specific duties and responsibilities:

Be chairperson of the Executive Council,
Prepare the agenda for all meetings of the general membership and Executive Council.

- Executive Council terms will be for two (2) years commencing in January.
- Elections will be held at the December meeting.
- Absentee ballots will be available prior to elections with a required return date prior to the general meeting where voting will occur.
- Any Chapter member in good standing thirty (30) days prior to the election date may vote.
- Seven (7) nominees receiving the highest number of votes will comprise the council.
- Tie votes will be handled by email run off election.
- The members elected assume office at the January meeting and will elect the Executive Director, Secretary, and Treasurer at the January council meeting.

Chapter Executive Council nomination requirements.

- Any member in good standing is eligible for nomination for the Executive Council.
- Nominations may be made by the candidate or by any other member in good standing.
- The nomination must include a statement of the individual's qualifications in a format determined by the Chapter Executive Council.
- Each candidate shall provide a written statement indicating that their employer will support the individual's service on the Chapter Executive Council and accommodate their needs to attend to Chapter business. This includes attendance at Chapter and Chapter Executive Council meetings.
- Nominations shall be submitted according to the schedule established by the Chapter Executive Council.

Nominations for the Chapter Executive Council shall be reviewed by the Chapter Executive Council or by an Election Committee appointed by the Executive Director with the approval of the Chapter Executive Council.

- All nominations will be reviewed to verify that the individual is a member in good standing.
- All nominations will be reviewed to assure that the qualification statement has been submitted.
- All nominations will be reviewed to assure that the statement of employer support has been submitted.
- If all credentials are in order, the Chapter Executive Council will add the individual to the ballot according to the provisions of the Chapter By-Laws.

Nominations for National Executive Council.

- All nominations for the National Executive Council shall be made by the Chapter Executive Council according to procedures established by the National Executive Council.
- Any member in good standing who has served at least one term on the Chapter Executive Council or served on a standing committee of the chapter may be nominated for a position on the National Executive Council.

Section 3 - Vacancies
Whenever a vacancy in the position of Executive Director occurs, an interim Executive Director shall be appointed by the Executive Council. The Executive Director so appointed shall remain in office for the remainder of the term.

Whenever a vacancy occurs in the position of Director, Secretary, or Treasurer, the Executive Director will appoint a replacement, who shall serve for the remainder of the term.

Section 4 - Disciplinary Procedures
If a member of the Cleveland Chapter has reason to believe that any individual participant or his organization is acting against the interests of InfraGard, that member shall notify the Executive Council in writing. The Executive Council shall conduct a confidential investigation to determine if further action is required, and make recommendations for any disciplinary or corrective actions. The censure, reprimand or suspension of a member or his organization shall require two-thirds (2/3) vote of the Executive Council.

The Executive Director may be removed by a two-thirds vote of the membership of the Cleveland Chapter whenever, in its judgment, the interests of InfraGard will be served. Directors will be removed from office if such action is recommended by the Executive Council and is approved by a two-thirds vote of the general membership.

Section 5 - Delegation of Authority
In case of the absence of any officer of the Cleveland Chapter, or for any other reason that the Executive Council may deem sufficient, the Council may delegate the power or duties of an absent officer to any other officer or to another InfraGard member on a temporary basis provided a majority of the Executive Council concurs therein.

Section 6 - Execution of Documents
Unless otherwise provided by the Executive Council, all contracts, leases, commercial paper, and legal documents shall be signed by the Executive Director or Treasurer. All checks, drafts, notes and orders for the payment of money shall be signed by the Executive Director or the Treasurer.

Section 7 - Loans and Contracts with Officers and Directors
No loan of money or property or any advance on account of services to be performed in the future shall be made to any Director of the Cleveland Chapter, but InfraGard may enter into lease agreements or contracts with Directors if the Executive Council so decides.

Section 2 - Executive Council Meetings
The Executive Council of the Cleveland Chapter will meet monthly to ensure the smooth functioning of the organization.

Section 3 - Quorum
In matters requiring a vote of the Executive Council, one-half of the total number of Council members will constitute a quorum.

Section 4 - Manner of Conduct
All meetings of the general membership shall be conducted in a orderly fashion and in accordance with Robert's Rules of Order Newly Revised as reasonably construed in view of the purpose and character of InfraGard, except as may be provided otherwise in these bylaws.

Section 5 - Special Meeting
A special meeting may be called by the Executive Council or shall be called upon receipt in writing of a request for such a meeting from ten percent of the members of the Cleveland Chapter. The purpose of the meeting must be stated. Except in cases of emergency, at least 30 days warning shall be given.

2. Any council member proposing changes to an initiative developed by a special committee must discuss those changes with the committee chairperson, or his/her designate, before taking action on them. (Adopted 10/2001)

3. The normal payment time frame for charges incurred by InfraGard is thirty days. Payment may be expedited upon approval by the InfraGard Treasurer. (Adopted 10/2001)

4. In order to maintain the credibility of the InfraGard chapter, anyone unable to complete a task for an initiative that has been announced to the membership must notify the council. Notification must be made in sufficient time to allow others to assist in the effort. (Adopted 10/2001)