The American Society of

            Digital Forensics & eDiscovery, Inc

            For Digital Evidence Experts™


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ASDFED By-Laws

On Friday, November 20, 2009, the following by-laws were adopted.

Summary

ARTICLE 1 - NAME
ARTICLE 2 - OFFICES
ARTICLE 3 - CORPORATE MEMBERS
ARTICLE 4 - PURPOSE
ARTICLE 5 - BOARD OF DIRECTORS
ARTICLE 6 - OFFICERS OF THE BOARD
ARTICLE 7 - CHAPTER
ARTICLE 8 - CHAPTER OFFICERS
ARTICLE 9 - NATIONAL LEADERSHIP ASSEMBLY
ARTICLE 10 - CHAPTER SUPPORT CENTER
ARTICLE 11 - COMMITTEES
ARTICLE 12 - COMMON BODY OF KNOWLEDGE
ARTICLE 13 - CORPORATE SEAL
ARTICLE 14 - FISCAL AUTHORITY
ARTICLE 15 - BOOKS AND RECORDS
ARTICLE 16 - NOTICES
ARTICLE 17 - AMENDMENTS
ARTICLE 18 - INDEMNIFICATION
ARTICLE 19 - CERTIFICATION


ARTICLE 1 - NAME

The Corporation’s name shall be The American Society of Digital Forensics & eDiscovery, Inc.

ARTICLE 2 - OFFICES

The Corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address.  The Corporation may have other offices located within or without the State of Georgia as the Board of Directors shall determine.

ARTICLE 3 - CORPORATE MEMBERS

The Corporation shall not have members.

ARTICLE 4 - PURPOSE

The purpose of this Corporation is:
  • to support and conduct non-partisan advocacy, education, research and information activities to increase awareness and furtherance of best practices within the Digital Forensics and eDiscovery field;
  • to publish and distribute articles, books, papers, pamphlets, and periodicals;
  • to hold meetings, conferences, forums, seminars, and symposiums; and
  • to create and define the Common Body of Knowledge relating to the duties and activities associated directly and indirectly to Digital Forensics and eDiscovery.  These Domains of Knowledge shall identify the knowledge, skills, and abilities necessary to complete the various items within these disciplines.

ARTICLE 5 - BOARD OF DIRECTORS


Section 5.1.  General Powers.  The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.

Section 5.2.  Number.  The number of Directors shall be at least three (3) and no more than fifteen (15), as may be designated from time to time by resolution of a majority of the Board of Directors.

Section 5.3.  Composition.  The Board of Directors shall be composed of the following:
-A representative elected from the Chapters, who shall be referred to as the Speaker of the National Leadership Assembly
-The Founding Director
-Other individuals as elected by the Board of Directors.

Section 5.4.  Terms. The initial Board of Directors shall be appointed by the Incorporator and shall serve until the first regular meeting of the Board of Directors and until their successors have been appointed.  The initial National Leadership Assembly Speaker (thereafter Speaker) shall be selected by the Board of Directors.  Thereafter, the Speaker shall be elected from among the Chapter Senior Vice President by the designated voting members of the National Leadership Assembly.  The National Leadership Assembly’s Speaker shall serve in this position concurrently with their term as Chapter President the year following their term as Senior Vice President as set out in theses bylaws.  The Founding Director shall serve on the Board perpetually.  The other Board Members shall serve for a term of three (3) years and until their successors have been elected.  If the office of any director becomes vacant for any reason, the remaining Directors shall designate a successor or successors who shall hold office for the unexpired term.

Section 5.5.  Vacancies.  The Board of Directors may (a) fill the place of any director which may become vacant prior to the expiration of the director’s term, such appointment by the Board of Directors to continue until the expiration of the term of the director whose place has become vacant, or (b) fill any Directorship created by reason of any increase in the number of Directors. Such appointment by the Board of Directors is to continue for a term of office until the next appointment of the successor.

Any elected director may be removed from office with or without cause by the affirmative vote of a two thirds majority of the remaining Board members entitled to vote at any special meeting of the Board called for that purpose.

Section 5.6.  Location of Meetings.  The Board of Directors may hold their meetings and keep the books of the Corporation either within or outside the State of Georgia, at such place or places as they may from time to time determine by resolution or by written consent of all the Directors.  The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment pursuant to which each participant 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 provision of these bylaws and shall state that it will be an electronic meeting.

Section 5.7.  Regular Meetings.  Regular meetings of the Board of Directors may be held with seven (7) days written notice at such time and place as shall from time to time be determined by resolution of the Board.  The Board of Director’s annual meeting shall be held annually at a time and place as set forth by Corporate resolution.  The annual meeting’s purpose is to elect Directors to succeed those whose terms have expired as of the date of such annual meeting. Notice of every resolution of the Board resolving or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least seven (7) days prior to the first meeting held pursuant to such resolution.  The Board may transact any business that comes before it.  Any additional business may be transacted at any regular meeting of the Board.

Section 5.8.  Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by the Chair, Vice Chair, or any director.  The Secretary shall give notice of each special meeting of the Board of Directors, which notice shall specify the time and place of the meeting, at least seven (7) days prior to the meeting by personal delivery, telex, telecopy, or cablegram, but such notice may be waived by any director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings.  At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place, and objectives of any special meeting.

Section 5.9.  Quorum.  A quorum shall be comprised of no less than 40 percent of the whole number of Directors (rounded up to the next whole number) for the transaction of business at all meetings of the Board of Directors. If at any meeting, less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time.  The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these bylaws.  All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the meeting unless otherwise specifically set out in these Bylaws.

Section 5.10.  Action in Lieu of Meeting.  Any action to be taken at a meeting of the Directors, or any action that may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by at least a majority of the Directors and any further requirements of law pertaining to such consents have been complied with.

Section 5.11.  Compensation of Directors.  Directors may receive a reasonable compensation.

Section 5.12.  Committees.  The Board of Directors may, by resolution, passed by a majority of the whole Board, designate one or more committees. Each committee may consist of one or more of the Directors of the Corporation or other agents which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors.  Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors provided, however, that such committee shall not have the power to; amend, alter or repeal the Bylaws or the Articles of Incorporation, to elect, appoint or remove any member of any such committee or any officer or director of the Corporation, to adopt a plan of merger or consolidation with another corporation, to authorize the sale, lease, exchange or mortgage of all or substantially all of the assets of the Corporation, or to authorize a distribution of assets of the Corporation.

ARTICLE 6 - OFFICERS OF THE BOARD

Section 6.1.  Election, Tenure, and Compensation.  The officers of the Corporation shall consist of a Chair, Vice-Chair, Chief Executive Officer, Secretary and Chief Financial Officer also such other officers, including one or more assistants or advisors to the foregoing officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation.  The officers shall be elected or appointed at the annual meeting of the Board of Directors to serve a term of two (2) years.  None of the above offices may be held by the same person.  The compensation or salary paid to all officers of the Corporation shall be fixed by resolutions adopted by the Board of Directors.

In the event that any office other than an office required by law, shall not be filled by the Board of Directors, or, once filled, subsequently becomes vacant, then such office and all references thereto in these bylaws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these bylaws.

Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and all officers, agents, and employees shall hold office at the discretion of the Board of Directors.

Section 6.2.  Powers and Duties of the Board Chair.  The Board Chair shall preside at all meetings of the Board of Directors unless the Board of Directors shall by a majority vote of a quorum thereof elect a chairman other than the Board Chair to preside at meetings of the Board of Directors.  He or she may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation; and he shall be ex-officio a member of all standing committees.

Section 6.3.  Powers and Duties of the Board Vice Chair.  The Board of Directors may appoint a Vice Chair, who (unless otherwise provided by resolution of the Board of Directors) may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation.  If there shall be no Chairman of the Board, the Vice Chair shall preside at all meetings of the Board of Directors.  The Vice Chair shall have such other powers and shall perform such other duties as may be assigned to him or her by the Board of Directors or by the Board Chair.  In case of the absence or disability of the Board Chair, the duties of the office shall be performed by the Vice Chair, and the taking of any action by the Vice Chair in the place of the Board Chair shall be conclusive evidence of the absence or disability of the Board Chair.   He or she shall be ex-officio a member of all standing committees.

Section 6.4.  Powers and Duties of the Chief Executive Officer.  The Chief Executive Officer shall have general charge and control of all business affairs and properties of the Chapter Support Center.

The Chief Executive Officer may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation.  He shall have the general powers and duties of supervision and management usually vested in the office of Chief Executive Officer of a corporation.  The Chief Executive Officer shall be ex-officio a member of all standing committees.  He shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors.

Section 6.5.  Powers and Duties of the Secretary.  The Secretary shall give, or cause to be given, notice of all meetings of Directors and all other notices required by law or by these bylaws, and in case of his or her absence or refusal or neglect to do so, any such notice may be given by any person thereto directed by the Board Chair or Vice Chair, or by the Directors upon whose written request the meeting is called as provided in these bylaws.  The Secretary shall record all the proceedings of the meetings of Directors in books provided for that purpose, and he or she shall perform such other duties as may be assigned to them by the Board of Directors or the Chair or Vice Chair.  The Secretary shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the Board Chair, and attest the same.  In general, the Secretary shall perform all the duties generally incident to the office of secretary of a corporation, subject to the direction and control of the Board of Directors and the Board Chair.

Section 6.6.  Powers and Duties of the Chief Financial Officer.  The Chief Financial Officer shall have custody of all the funds and securities of the Corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.  He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors.

The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements.  He or she shall render to the Chief Executive Officer and the Board of Directors, whenever either of them so requests, an account of all his transactions as Chief Financial Officer and of the financial condition of the Corporation.

The Chief Financial Officer shall perform all the duties generally incident to the office of the Chief Financial Officer of a corporation, subject to the direction and control of the Board of Directors and the Chief Executive Officer.

Section. 6.7. Assistant Secretary.  The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary.  Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him or her by the Board of Directors or the Chief Executive Officer.  In case of the absence or disability of the Secretary, the duties of the office shall be performed by any such Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.

Section. 6.8. Industry Representatives.  The Board of Directors shall endeavor to have a representative from various types of industries within the Digital Forensics and eDiscovery fields.  A board member shall be designated as a representative for each of the following fields:
  • Academic Community Representative
  • Corporate Representative
  • Governmental Representative
  • Hardware/Software Vendor Representative
  • Industry Not for Profit Representative
  • Legal Community Representative

Section. 6.9. Academic Community Representative.  This representative shall have significant knowledge, skills, and abilities within the Academic Community.  This representative shall have at least four (4) years of direct experience working on the facility/staff of an accreditated university within the United States.  This representative shall provide advice and assistance to the Board of Directors on specific challenges and concerns from this field and shall act as an ambassador of good will to this sector.

Section. 6.10. Corporate Representative.  This representative shall have significant knowledge, skills, and abilities within a for profit corporation, who does not provide services, hardware or software to the Digital Forensics or eDiscovery fields.  This representative shall provide advice and assistance to the Board of Directors on specific challenges and concerns from this field and shall act as an ambassador of good will to this sector.

Section. 6.11. Governmental Representative.  This representative shall have significant and direct knowledge, skills, and abilities from the government sector.  This shall be from direct federal, state, or local government service in any capacity.  This representative shall provide advice and assistance to the Board of Directors on specific challenges and concerns from this field and shall act as an ambassador of good will to this sector.

Section. 6.12. Hardware/Software Representative.  This representative shall have significant and direct knowledge, skills, and abilities as a Vendor, who either directly or indirectly provides hardware and/or software to the Digital Forensics and eDiscovery industries.  This representative shall provide advice and assistance to the Board of Directors on specific challenges and concerns from this field and shall act as an ambassador of good will to this sector.

Section. 6.13. Industry Not for Profit Representative.  This representative shall have significant and direct knowledge, skills and abilities from a Not for Profit organization, that has a mission and/or scope of duties within the Digital Forensics and eDiscovery field.  This representative shall provide advice and assistance to the Board of Directors on specific challenges and concerns from this field and shall act as an ambassador of good will to this sector.

Section. 6.14. Legal Community Representative.  This representative shall have significant and direct knowledge, skills, and abilities from the Legal community.  This representative should ideally be a practicing attorney and a member of the bar association within his area of practice. This representative shall provide advice and assistance to the Board of Directors on specific challenges and concerns from this field and shall act as an ambassador of good will to this sector.

ARTICLE 7 - CHAPTER


Section 7.1.  Definition.  A Chapter shall consist of a group of a minimum of five (5) individuals sharing a geographical location and meeting the necessary requirements for qualifications as a chapter member.

Section 7.2.  Purpose. The purpose of the Chapter(s) shall be to conduct local meetings, seminars, lectures, and workshops for the furtherance of the education and scientific disciples of Digital Forensics and eDiscovery.

Section 7.3.  Chapter Membership.  Upon application thereof and completion of the requirements, terms, and conditions as set forth by the Board of Directors, chapter membership shall be granted without respect to race, creed, national origin, or professional role within the judiciary process either defendant or plaintive in either administrative, criminal, or civil matter.

Section 7.4.  Rights of Chapter Members.  Chapter members in good standing shall be entitled to vote in the chapter, run for chapter office, or be nominated for other positions throughout the organization.

Section 7.5.  Chapter At Large.  At Large Chapters shall be created by the Board of Directors as necessary to further membership.  This chapter’s purpose shall be to accommodate individuals who wish to become chapter members but do not have a chapter in their respective geographical area.  The Board of Directors shall have the responsibility for the management of the At Large Chapter.  This shall include appointing the Chapter President and other officers as required.  The Chief Financial Officer shall serve as the Chapter Treasurer.

Section 7.6.  Chapter Creation.  A Chapter is created upon the approval of the new Chapter Application.  The new chapter application shall be submitted and approved by the Chapter Support Center. In the event a Chapter application is denied, then a written appeal may be made directly to the Board of Directors, who shall make the final determination on the application’s status.

Section 7.7.  Regular Meetings.  Each chapter, with the exception of the Chapter At Large, shall hold regular meetings at least once per quarter.  The Chapter shall transact such business as comes before it so long as this does not violate any rules, regulations or policies as set by the Board of Directors or these by-laws.

ARTICLE 8 - CHAPTER OFFICERS


Section 8.1.  Purpose.   The Chapter Officers are chiefly responsible for the day to day activities and operations of the Chapter.  Their primary responsibilities are to provide leadership and assistance to their chapter members and represent the interest of the chapter members to the organization.  The Chapter Officers shall consist of the Chapter President, Chapter Senior Vice President, Chapter Vice President(s), Chapter Treasurer, and Chapter Secretary.

Section 8.2.  Chapter Elections/Appointments.   In the fourth (4th) quarter of each calendar year the Chapter membership shall nominate and elect by ballot vote the following Chapter Officers:  Senior Vice President, Secretary, and Treasurer.  The Senior Vice President for the calendar year shall automatically become the President for the year following their service as the Senior Vice President.  The express purpose is to provide cohesion and continuity.  The nominations for Senior Vice President, Secretary, and Treasurer must be made in person and from the floor.  The Nominees must know the duties of their office and have committed themselves to the nomination member to accept the nomination.  The election shall take place in the manner prescribed by the Board of Directors.  Additionally, the Board of Directors may prescribe specific qualifications, terms, and conditions for the Chapter Officers positions.  The Senior Vice President shall appoint one Vice President at the beginning of their term.  Additional Vice President(s) may be appointed alternating between the President and Senior Vice President when a chapter’s membership reaches each one of the specific major membership milestones – 50, 75, 100, 200, 500 and 1000.  

Section 8.3.  Chapter Officer Terms.   Each Chapter Officer shall serve for a term of one calendar year.

Section 8.4.  Chapter President. The Chapter President is the most senior leader within the Chapter and is responsible for the overall direction and well being of the Chapter.  The Chapter President shall prepare the agendas, preside over chapter meetings, and maintain the orderly and expedient conduct of the Chapter business. This position shall have one vote on the National Leadership Assembly.

Section 8.5.  Chapter Senior Vice President. The Chapter Senior Vice President (SVP) is the second most senior officer within the Chapter.  The SVP role is to identify, cultivate, and recruit future members and leaders.  The SVP should coordinate speakers, meeting setup, meeting sponsorships, and/or give-always.  This position shall have one vote on the National Leadership Assembly.  In the absence of the Chapter President, the Chapter Senior Vice President shall exercise the duties and responsibilities of the Chapter President.

Section 8.6.  Chapter Vice President (s). The Chapter Vice President is appointed by the Senior Vice President and shall serve at their discretion.  The Chapter Vice President is responsible to perform the specific tasks and duties as assigned by the Senior Vice President and President.  These duties may include serving on a chapter committee, recruiting speakers, administering the chapter website, or any other delegated responsibilities.

Section 8.7.  Chapter Secretary. The Chapter Secretary is responsible for the chapter record keeping.  The Secretary shall prepare meeting minutes at each meeting.  The Secretary shall be responsible for preparing and maintaining the chapter roster, which is a list of all individuals attending each chapter meeting.  The Chapter Secretary shall be responsible for emailing a list of the chapter roster and meeting minutes to the National Membership Director within 14 days after the chapter meeting.

Section 8.8.  Chapter Treasurer. The Chapter Treasurer shall be responsible for completing all requests for funds and accounting for expense reports.  The Treasurer shall be responsible for the creation and administration of the chapter scholarship fund.  The Treasurer shall be a voting member of the National Finance Committee.

Section 8.9.  Vacancies.  In the event that a Chapter President position becomes vacant for any reason, then the Senior Vice President shall succeed them for the balance of the unexpired term and will remain in office completing their own term as Chapter President.  In the event that the Senior Vice President’s Office becomes vacant, then a special election shall be held to fill this office within ninety (90) days of the vacancy.  In the event a Chapter Vice President, Chapter Secretary, or Chapter Treasurer position becomes vacant, then the Chapter President shall appoint a member in good standing to complete their term in office.

Section 8.10.  Compensation of Chapter Officers.  Chapter Officers may not receive compensation other than the reimbursement of reasonable and customary expenses as approved by the Chief Executive Officer.

Section 8.11.  Election Waiver.  If a chapter is started after the month of April, the chapter officers may apply to the Chapter Support Center for an election waiver as the officers did not serve a full term.  The waiver will be granted or denied at the sole discursion of the Chapter Support Center.  In the event the waiver is granted, then the chapter officers will remain in office until the end of the following year.  Additionally, an election waiver can be applied for under circumstances which are unusual.  The application shall be made in writing to the Board of Directors.  The Board will approve or deny the request at their sole discretion.

Section 8.12.  Financial Obligation.  The chapter officers or other entities shall not enter into any financial obligation on behalf of the organization without obtaining written permission from the Chapter Treasurer and the Chief Financial Officer or other Board member, who has the authority to enter into such an agreement.

ARTICLE 9 - NATIONAL LEADERSHIP ASSEMBLY


Section 9.1. Purpose.  The National Leadership Assembly’s purpose is to:
  • Research, propose, compile and facilitate the creation of a Common Body of Knowledge for the Digital Forensics & eDiscovery professions;
  • foster, promote, study best practices, procedures, and protocols within the Common Body of Knowledge;
  • aid, encourage, and effect the voluntary information exchange among Digital Forensics & eDiscovery professionals; and
  • create recommendations and proposals regarding the Chapters for the Board of Directors.
Section 9.2. Composition.  The National Leadership Assembly shall be composed of each chapter’s President and Senior Vice President.

Section 9.3.  Elections.   Each Chapter’s President and Senior Vice President shall be allotted one vote within the National Leadership Assembly.  At such a time, date, and place set forth by the Board of Directors each calendar year, the National Leadership Assembly’s voting members shall nominate and elect by ballot a Speaker of the National Leadership Assembly.  The nominations must be made in person and from the floor.  The Nominees must know the duties of their office, have committed themselves to the nomination, and to accept the nomination.  The Speaker shall be elected from among the Chapter’s Senior Vice Presidents by the designated voting members of the National Leadership Assembly.  The Delegate to the Board shall serve in their position concurrent with their term as Chapter President the following year.

Section 9.4.  Powers and Duties of the Speaker of the National Leadership Assembly. The Speaker shall have two major roles.  The Speaker presides over the meetings of the National Leadership Assembly, and the Speaker represents the chapters on the Board of Directors.

The Speaker maintains order during the meetings of the National Leadership Assembly, recognizes individuals who wish to speak, and rules on matters. As a member of the National Leadership Assembly, the speaker may vote on all questions before the assembly.  The speaker may have other duties and responsibilities as determined by the members of the National Leadership Assembly.  The Speaker shall appoint Committee Chair for each Domain of Knowledge.

The Speaker shall be a member of the Board of Directors and shall represent the interests of the Chapters to the Board of Directors.

 Section 9.5.  Impanel.   The National Leadership Assembly shall be impaneled after seven (7) chapters have been established.  The Chapter Support Center shall exercise all duties and responsibilities of the National Leadership Assembly until it is impaneled.

Section 9.6.  Location of Meetings.  The National Leadership Assembly may hold their meetings at such place or places as they may from time to time determine by resolution or by written consent of a simple majority of the voting members.  The National Leadership Assembly may hold their meetings by conference telephone or other similar electronic communications equipment pursuant to which each participant 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 provision of these bylaws and shall state that it will be an electronic meeting.

Section 9.7.  Regular Meetings.  The National Leadership Assembly’s regular meetings may be held with fourteen (14) days written notice at such time and place as shall from time to time be determined by resolution of the National Leadership Assembly.  The National Leadership’s Assembly annual meeting shall be held annually at a time and place as set forth by Corporate resolution.  The annual meeting’s purpose is to elect the Delegates to the Board and review, approve and update the Common Body of Knowledge.

Section 9.8.  Special Meetings.  Special meetings of the National Leadership Assembly shall be held whenever called by any two voting members of this body.  The Speaker shall give notice of each special meeting of the National Leadership Assembly, which notice shall specify the time and place of the meeting, at least fourteen (14) days prior to the meeting by personal delivery, telex, telecopy, or cablegram, but such notice may be waived by any director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings.  At any meeting at which every voting member shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place, and objectives of any special meeting.

Section 9.9.  Quorum. A quorum shall be comprised of no less than 40 percent of the whole number of voting members (rounded up to the next whole number) for the transaction of business at all meetings of the National Leadership Assembly.  If at any meeting, less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time.  The act of a majority of the voting members present at any meeting at which there is a quorum shall be the act of the National Leadership Assembly, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these bylaws.  All resolutions adopted and all business transacted by the National Leadership Assembly shall require the affirmative vote of a majority of the voting members present at the meeting.

Section 9.10.  Action in Lieu of Meeting.  Any action to be taken at a meeting of the Assembly, or any action that may be taken at a meeting of the Assembly, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by at least a majority of the voting members of the National Leadership Assembly and any further requirements of law pertaining to such consents have been complied with.

ARTICLE 10 - CHAPTER SUPPORT CENTER


Section 10.1.  Purpose.  The purpose is to provide material aid and assistance to the organization.  The Chapter Support Center shall be the name of the principle offices of the Corporation.

Section 10.2.  Duties.  The Chapter Support Center shall do the following:
  • create and maintain a unified national membership database;
  • create and distribute chapter membership cards;
  • create and maintain the national website – www.asdfed.com;
  • create and distribute organizational and marketing literature;
  • prepare and submit all information  requested or required by the Internal Revenue Service; and
  • shall review and render a disposition on new chapter applications.

Section 10.3.  Chief  Executive Officer.  The Chief Executive Officer is responsible for the day to day activities of the Chapter Support Center and shall be a voting member of the Board of Directors.

ARTICLE 11 - COMMITTEES


Section 11.1.  Committee Formation.  The Board of Directors may create committees as needed, such as domain committees, fundraising, housing, public relations, data collection, etc.  The Board of Directors shall appoint all committee chairs.

Section 11.2.  Executive Committee.  Four officers of the Board of Directors serve as the members of the Executive Committee.  Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full board.

Section 11.3.  Finance Committee.  The Chief Financial Officer is the chair of the Finance Committee.  Each Chapter Treasurer shall be a member of the Finance Committee.  The Finance committee is responsible for developing and reviewing fiscal procedures, fundraising plans, annual budget, and all expenditures within budget.  Any major change to the budget must be approved by the Board of Directors or the Executive Committee.  The fiscal year shall be the calendar year.  Annual reports are required to be submitted to the board showing income, expenditures, and pending income.  The organization’s financial records shall be made available to the board and local chapter members upon written requests and by reasonable means.

Section 11.4.  Professional Responsibility Committee.  This committee shall be composed of the Chair of the Ethics and Code of Conduct Domain of Knowledge and at least four (4) other members of the National Leadership Assembly.  These members shall be designated by the National Leadership Assembly during its annual meeting.  The committee members shall elect a Committee Chair, who shall be responsible for presiding over the Committee.  This committee’s purpose is to investigate and adjudicate allocations of wrong doing presented to the organization.  This committee shall follow the guidelines as set forth by the Board of Directors.

ARTICLE 12 - COMMON BODY OF KNOWLEDGE


Section 12.1. Purpose.  The Common Body of Knowledge’s purpose is to identify and outline the common framework of information for the Digital Forensics & eDiscovery community.

 Section 12.2. Composition.  The Common Body of Knowledge shall be composed of eleven (11) Domains of Knowledge.  The title for each Domain of Knowledge shall be selected and approved by the Board of Directors.

Section 12.3. Domain Committee.  A committee shall be created for each of the eleven (11) Domains of Knowledge.  This committee will consist of volunteers from the Digital Forensics and eDiscovery community.

Section 12.4. Domain Chair.  A Domain Chair will be selected for each of the eleven (11) Domains of Knowledge.  The domain chairs will be selected by the Chapter Support Center until such time as the National Leadership Assembly is impaneled and holds its first annual meeting.  After such time the Domains of Knowledge chair shall be appointed by the Speaker of the National Leadership Assembly.

Each Domain Chair will be responsible for the creation and outline of the information within their respective Domain of Knowledge.  The completed outline shall be submitted to the National Leadership Assembly and Board of Directors for comment and review.  The Domain Chair and their committee shall be responsible for incorporating the input from the National Leadership Assembly and Board of Directors into their respective Domain of Knowledge.  The completed Domain of Knowledge shall be submitted to the National Leadership Assembly for ratification.

ARTICLE 13 - CORPORATE SEAL


Section 13.1. Description.  The seal of the Corporation shall have two concentric circles with separated edges.  The words “The American Society of Digital Forensics and eDiscovery” appear within the outer most circle on a navy blue background.  The Roman goddess Justitia appears within an inner circle on a binary background.  She is holding a sword and set of scales and is protected by a red, white, and blue shield.

Section 13.2. Symbolism.  Justitia is the Roman goddess of justice.  Her left hand is holding a set of scales.  These scales are used to measure the merits of each argument.  In her right hand she is carrying a double-edged sword, which symbolizes the power of Reason and Justice.  She is protected by a red, white and blue shield, symbolizing protection and freedoms provided by the Constitution of the United States of America.  She is blindfolded to represent her objectivity.  Justitia appears on a circular binary background.  This represents the endless application and evolution of digital technology on the modern world and the impact of the law upon it.  Justitia is surrounded by 11 stars.  The stars are representative of our discipline’s 11 domains of knowledge.  The foil edging represents the light of the sun as our discipline is used to illuminate the truth. The Roman numerals MMVIII represent the year the organization was formed, 2008.  The corporate motto is inscribed on a banner with the words “Servitium Scientia Integritas.”  This can be translated from Latin as Service, Knowledge and Integrity.

Section 13.3.  Signature.   The In the event it is inconvenient to use such a seal at any time, the signature of the Corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the Corporation.  The seal shall be in the custody of the Secretary and affixed by him/her or by his/her assistants on all appropriate papers.

ARTICLE 14 - FISCAL AUTHORITY


Section 14.1.  Contracts.   The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 14.2.  Checks, Drafts, etc.   All checks, drafts, and orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 14.3.  Deposits.  All funds of the corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 14.4. Gifts.  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Corporation.

Section 14.5. Prohibited Loans.  The Corporation shall not make any loan to any officer or director of the Corporation.

Section 14.6. Authorization.  The opening of any new accounts, lines of credit, or contracts must be done with the express authorization of the Treasurer, Board Chair, or Chief Executive Officer. 

Section 14.7.  Budget.  An annual budget shall be prepared at the direction of the Chief Executive Officer for approval by the Board of Directors at its annual meeting.

Section 14.8. Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.  The Board of Directors shall have the power to change the fiscal year of the Corporation, from time to time, which shall become the taxable year of the Corporation upon the approval of the Internal Revenue Service.

ARTICLE 15 - BOOKS AND RECORDS


The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Directors.

ARTICLE 16 - NOTICES


Whenever, under the provisions of these bylaws, notice is required to be given to any director or officer it shall not be construed to require personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a prepaid envelope, addressed to each director or officer at such address as appears on the books of the Corporation, or in default of any other address, to such director or officer at the general post office in the City of Atlanta, Georgia, and such notice shall be deemed to be given at the time the same shall be thus mailed.  Any director or officer may waive any notice required to be given under these bylaws.

ARTICLE 17 - AMENDMENTS


The Board of Directors shall have the power and authority to amend, alter or repeal these bylaws or any provision thereof, and may from time to time adopt additional bylaws, provided, however, any changes or amendments must also be approved by a majority of the Board of Directors.

ARTICLE 18 - INDEMNIFICATION


Each person who is or was a director or officer of the Corporation, and each person who is or was a director or officer of the Corporation who, at the request of the Corporation, is serving or has served as an officer, director, partner, joint venture or director of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Corporation, and entitled to advancement of expenses of litigation, to the fullest extent permitted under the Georgia Nonprofit Corporation Code against those expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement which are allowed to be paid, reimbursed or advanced by the Corporation under the Georgia Nonprofit Corporation Code and which are actually and reasonably incurred in connection with any action, suit or proceedings, pending or threatened, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his being or having been a director or officer of this Corporation or other such enterprise.  Such indemnification shall be made only in accordance with the Georgia Nonprofit Corporation Code and subject to the conditions thereof.

As a condition to any such right of indemnification, the Corporation may require that it be permitted to participate in the defense of any such action or proceedings through legal counsel designated by the Corporation at the expense of the Corporation.

The Corporation may purchase and maintain insurance on behalf of any such persons whether or not the Corporation would have the power to indemnify such officers and Directors against any liability under the Georgia Nonprofit Corporation Code.

ARTICLE 19 - CERTIFICATION


The by-laws were approved at a meeting of the Board of Directors with a quorum present by a two-thirds majority vote on Friday, November 20, 2009.

//signature//

Secretary

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The American Society of

     Digital Forensics & eDiscovery, Inc

     For Digital Evidence Experts™

       2451 Cumberland Parkway, Suite 3382 

       Atlanta, GA 30339-6157

       (866) 534-9734



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