ARTICLE I
NAME AND PURPOSE

Section 1.1 Names. The name of the organization is Electronic Security Council, Inc. (The "Corporation"), a nonstock, nonprofit corporation organized under the laws of the Commonwealth of Virginia.
Section 1.2 Location. The location of the principal office of the Corporation shall be within or without the Commonwealth of Virginia as determined by the Board of Directors. The Corporation may also have other offices at such other places as the Board of Directors may determine or the business of the Corporation may require.
Section 1.3. Purpose. The purposes of the Corporation are as stated in the Certificate of Incorporation. The Corporation shall be a nonprofit organization and shall conduct its activities consistent with the requirements of Section 501(c)(4) of the Internal Revenue Code.
ARTICLE II
MEMBERS
Section 2.1 Members. The Corporation shall have three classes of membership: Business Members, Non-Business Members and Honorary Members. All Members agree to the purposes of the Corporation as set forth in the Certificate of Incorporation and to the guiding principles and antitrust, intellectual property, and other policies adopted by the Board.
Section 2.2 Business Members. Business Members are for-profit firms, companies, individuals, corporations, and businesses interested in electronic security technology and security systems, as well an association of the same.
Section 2.3 Non-Business Members. Non-Business Members are members of non-government organizations, public-private partnerships and non profit organizations interested in electronic security technology and security systems, as well an association of the same.
Section 2.4 Honorary Members. Honorary Members are members of government organizations interested in electronic security technology and security systems, as well as an association of the same.
Section 2.5 Designated Representative. Each Member shall designate in writing one individual to exercise the rights of the Member and hold office in the Corporation. If a designated representative’s affiliation with a Member is terminated, the designated representative’s position in the Corporation shall also be terminated, and any resulting vacancies shall be filled by the Member. Each Member may also designate other representatives to receive information and participate in committees and work groups of the Corporation.
Section 2.6 Dues. Members shall pay dues in accordance with the schedule of dues applicable within a tier of membership related to the annual expenditures of the Members, with the definitions of and criteria for such tiers annually established by the Board of Directors. Should a Member be dissolved, or resign or terminate its membership, the membership obligations shall not be relieved except by act of the Board of Directors. Membership may be continued by a successor at the discretion of the Board of Directors.
Section 2.7 Meetings. There shall be an annual meeting of the Members for such business as may lawfully come before it, at such time and place as may be designated by the Board of Directors. Notice of the annual meeting of the Members, specifying the business to be conducted, shall be provided to all Members at least thirty (30) business days in advance of the meeting. Special meetings may be called by the Board of Directors upon notice provided at least ten (10) business days in advance. A special meeting may also be called by petition of twenty five (25) percent of the Members upon notice provided ten (10) business days in advance.
Section 2.8 Voting. Voting may be conducted in person, by proxy, or by mail or electronic ballot in accordance with applicable law and procedures adopted by the Board. A majority of Members constitutes a quorum.
Section 2.9 Resignation. Any Member may resign by filing a written resignation with the Board of Directors; however, resignation does not relieve a Member from liability for dues accrued and unpaid as of the date of resignation.
Section 2.10 Expulsion. Any Member may be expelled for adequate reason by a fifty percent vote of the entire Board of Directors. Failure to pay dues or to meet the criteria for membership is presumed to be adequate reason for expulsion and does not require advance notice to the Member and deliberation by the Board. Any Member proposed for expulsion for another reason shall be given a minimum of 10 business days advance written notice including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board’s decision.

ARTICLE III
BOARD OF DIRECTORS

Section 3.1 Composition. There shall be no less than six (6) or more than fifteen (15) voting members of the Board of Directors. In addition, there shall be two voting ex officio seats.
a) Voting Members. Six (6) Directors are elected by the Members from the membership and up to four (4) additional Directors may be elected by the Board. And there shall be up two ex-officio voting seats. No more than one representative of any Member may serve on the Board at the same. No Member representative may serve on the Board if that Member owns more that twenty-five (25) percent or more of another Member whose representative also serves on the Board.
b) Non-Voting Members. There shall be up to two seats for an honorary non voting member and up to two seats for the Non-Business Members.
Section 3.2 Authority. The Board of Directors supervises, directs, and controls the policies and programs of the Corporation, except as otherwise provided in these Bylaws including but not limited to Section 6.6.
Section 3.3 Duties. Directors have fiduciary duties and obligations when serving on the Board and conducting Board activities to act in the best interests of the Corporation and to avoid conflicts of interest as provided in these Bylaws and applicable law, except that the Honorary Members that are parts of the Government on the Board shall not have fiduciary duties to the Corporation.
Section 3.4 Election. The Nominating Committee will solicit from the membership the names of individuals to serve on the Board of the Corporation. The Nominating Committee is required to present a balanced and diverse slate of candidates to the membership for all open Board positions. Candidates receiving a majority of votes entitled to be cast by all Members shall be elected. The Board of Directors shall develop procedures to implement the nomination and election provisions of these Bylaws.
Section 3.5 Term. Directors shall serve two (2) year terms, but no individual may serve as a Director for more than three (3) consecutive full terms. Terms shall be staggered so that approximately half of the Director positions stand for election each year.
Section 3.6 Notice and Meetings. The Chair shall call meetings of the Board of Directors. Notice of a meeting of the Board, specifying the business to be conducted, shall be provided to Directors at least ten (5) business days in advance of the meeting.
Section 3.7 Voting. Each Director shall have one (1) vote. The presence of a majority of the Board members constitutes a quorum. A majority of votes carries any action, except where provided otherwise by law or these Bylaws. Directors may not vote by proxy. It is expected that the Board will normally act by consensus. The following actions require a fifty percent vote of the entire Board:
a) Approval of a variance of ten (10) percent from the previous annual budget and of the first budget.
b) Amendments to the Bylaws.
c) Removal of a Director elected by the Board.
d) Election of a Director who is not a representative of a Member.
e) Expulsion of a Member.
f) Any issues that the Members refer to the Board for resolution, unless otherwise prescribed by law.
Section 3.8 Vacancies. If the position of any individual Director representing a member organization becomes vacant during the Director’s term of office, the vacancy shall be filled by the Member who employed such Director. Resignation or termination of a Member representative who serves on the Board shall constitute resignation from the Board and result in a vacancy for purposes of this provision. Otherwise, a vacancy shall be filled by a majority of the Directors then in office or may remain vacant until the next election of Directors by Members as determined by the Board. If there are not sufficient positions filled to achieve a quorum, any vacancies may be filled by a majority of Directors then in office. Each Director elected or appointed to fill a vacancy shall hold office for the unexpired term.
Section 3.9 Removal. A Director elected by the Board may be removed only with cause by a fifty percent vote of the Board of Directors, at a meeting and/or electronic vote by a quorum. A Director elected by the Members may be removed with cause by fifty percent vote of the Members. In both cases, the Director is given advance written notice including the reason for the proposed removal, opportunity to contest the proposed removal in writing or in person, and final written notice of the decision.
Section 3.10 Action Without Meeting. Any action that is required to be taken, or that may be taken, at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Board. Such consent in writing shall have the same force and effect as a unanimous vote of the Board and shall be filed with the corporate records with the minutes of Board of Directors meetings. To the extent permitted by law, the Board shall rely on consent that is electronically authenticated by Board members.
Section 3.11 Meeting by Communications Equipment. Members of the Board of Directors may participate in a meeting of the Board or a Board committee by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting under this Section shall constitute presence in person at a meeting for all purposes.
Section 3.12 Compensation. Directors shall receive no compensation for their services as Directors, and/or for attendance at each regular or special meeting of the Board of Directors, provided that nothing contained in this Section shall be construed to preclude any director from receiving reimbursement for reasonable expenses actually incurred, subject to prior approval by the Board.