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(Nonprofit Public Benefit Corporation)
ARTICLES OF INCORPORATION
OF RESEARCH SECURITY ADMINISTRATORS
JAN 29 1991
MARCH FONG EU, Secretary of State
I
The name of this corporation Is Research Security Administrators.
II
A. This corporation is a nonprofit benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.
B. The specific purpose of this corporation is to improve the security management profession by (a) developing seminars, addressing current and foreseen subjects, procedures, laws and regulations, equipment, systems and, (b) establishing and maintaining communication and rapport among associates which will enhance the Implementation of security practices.
Research Security Administrators is dedicated to continued improvement of scientific and technological progress in the Research and Development phase of the nation’s defense programs. It is through this interchange of ideas, procedures, systems and techniques that will serve the purpose of ensuring a cohesive high quality national defense industrial security program. And also by obtaining the aid and the active cooperation of elected and appointed officials of the Federal Government to effect changes in existing laws and policies as might be necessary to improve security program capabilities for the protection of vital scientific and technical information.
III
The name and address in the State of California of this corporation’s initial agent for service of process is:
Margaret R. Westburg
5006 Kelvin Avenue
Woodland hits, California 91364
IV
A. This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including for the publishing or distribution of statements) on behalf of any candidate for public office.
V
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for educational purposes and which has established its thx exempt status under Section 501(c)(3) of the Internal Revenue Code.
DATED: _______
(signature of Incorporator)
(Typed Name of Incorporator)
I hereby declare that I am the person who executed the forgoing Articles of Incorporation, which execution is my act and deed.
Supporting Documents
Detailed description of activities.
RSA was founded through the efforts of various Research and Development organizations and their cognizant security office, the Air Research and Development Command (ARDC), USAF RSA is meant to reconstitute an industry after the dissolution of ARDC. As stated in the Articles of Incorporation and the Bylaws, the purpose of the RSA is to facilitate the general know-how and practices of and among Research and Development Security Administrators for a stronger more high quality national defense Industrial security program. RSA develops and presents a Fall and Spring one-day seminar on such topics that deal with security-related issues, developments, equipment, and systems. RSA also seeks to encourage college level students to seek careers in the security profession by providing grants to qualified students.
A recent seminar was offered covering the subject of “Security’s Business and Government interfaces.” Such seminar coveted the topics of Personnel Security, Labor Problems, Ethics, and the problems of avoiding Potential Liabilities. Personnel Security Functions as well as Governmental Coordination with Security departments are but a few of the relevant subjects discussed. Those within the profession of Security management and those who are students are invited to come to the seminars, which are generally held at such locations as the AMFAC hotel on Lincoln Boulevard, Los Angeles. (Please see attached Brochure)
BY LAWS
of
THE RESEARCH SECURITY ADMINISTRATORS
(a nonprofit organization)
(Proposed May, 1988)
ARTICLE I - PURPOSE AND SCOPE
PURPOSE
The Research Security Administrators is a nonprofit organization designed to improve the security management profession by (a) Developing seminars, addressing current and foreseen subjects, procedures, laws, regulations, equipment, systems, etc. and (b) establishing and maintaining communications and rapport among associates which will enhance the implementation of security practices.
SCOPE
RSA may decide to formally state its position relative to security issues, legislation, practices, laws, etc. which the Board of Directors, by majority vote feels is in the best interest of the security profession and RSA.
ARTICLE II - OFFICES
RSA is incorporated in the State of California, in the City of Los Angeles, County of Los Angeles (California Corporation #1680668). RSA maintains a Registered Agent/Office in the State of California, the identity and address of which are on file with the State Corporation Commission. RSA may have such other offices (permanent or temporary) within the State as its affairs may require, or as the Board may deem appropriate. The identity and/or address of the Registered Agent/Office and/or any other office of RSA may be changed at any time at the discretion of the Board.
ARTICLE III - MEMBERSHIP AND AFFILIATION
RSA is structured as follows:
Board of Directors
Chairman
Vice- Chairman
Treasurer
Secretariat
Members
BOARD OP DIRECTORS
Consists of twenty-two members who currently occupy security management positions in industry or government. Eleven are from Southern California (San Diego, Orange, Los Angeles, and Ventura Counties), arid eleven are from Northern California (Santa Clara, Marin, etc. Counties). Members are elected by majority vote to serve by present and voting Board members. Criteria and retention for membership on the Board is based on one or more of the following:
(a) occupy a security management type position
(b) reside within the State of California
(c) attend at least one of three consecutive Board meetings which convene the evening prior to semiannual seminars
(d) actively participate in RSA planning, programming, administrative or logistical projects
(e) maintain qualities of professional arid personal integrity, character, and suitability
Deviations to Board membership or retention are permitted if voted by the majority of the Board.
CHAIRMAN
The Chairman must be a current member of the Board and be elected by majority vote to serve one year. The Chairman is responsible for chairing meetings and overseeing all activities of RSA
VICE-CHAIRMAN
The Vice-Chairman must be a current member of the Board and be elected by majority vote by the Board to serve one year; The Vice-Chairman is responsible for developing and coordinating seminars. The Vice-Chairman also assists the Chairman when appropriate.
The Chairman and Vice-Chairman positions are alternated annually by persons from Southern and Northern California.
TREASURER
The Treasurer must be a current member of the Board and be elected by majority vote by the Board to Serve one year. The Treasurer is responsible for all fiscal duties, especially the preparation and written presentation of a financial report to the Board at semiannual meetings and to the Chairman upon request.
SECRETARIAT
The Secretariat need not be a member of the Board, but selected by majority vote and approved by the Board. This is a paid position and tenure is indefinite, contingent upon satisfactory performance and continued approval of the Board. The Secretariat maintains mailing lists; sends seminar announcements; maintains appropriate RSA administrative data; formulates and distributes appropriate RSA information.
MEMBERSHIP
Membership consists of the Board of Directors, there is no formal membership criteria, or dues. RSA attendees are those persons who attend the semiannual seminars or have an interest in RSA programs or positions relative to security management. The Secretariat places these individuals on the seminar program announcements mailing list.
OTHER COMMITTEES
The Chairman or Vice-Chairman will establish special committees as appropriate to research or study subjects and formally submit reports to the Board or seminar attendees.
ARTICLE IV - MEETINGS
BOARD OF DIRECTORS
The entire Board will meet the evening prior to each semiannual seminar in the general location of the seminar.” The purpose of the planning meeting is to review (a) preparations for the immediate and subsequent seminars; (b) financial and project reports and (c) related RSA business. Agenda will be formally developed and mailed to Board members thirty (30) days prior to the meetings. Minutes will be documented and distributed to all Board members and to the Secretariat.
REGIONAL BOARD OF DIRECTOR MEETINGS
During the interim of complete Board meetings, the Directors of each region, at one or more meetings, may act for and on behalf of the entire Board in matters pertaining to the semiannual seminar to be held in their area, and to review other RSA business.
Agenda will be formally developed and mailed to Board members prior to the meetings. Minutes will be documented and distributed to all Board members and to the Secretariat.
SEMINARS
The Board will develop and present a Fall and Spring one-day seminar, alternating Northern and Southern California locations. Program topics and speakers will deal with security-related issues, developments, equipment, and systems.
ARTICLE V - STUDENT GRANT PROGRAM
INTRODUCTION
RSA, as a nonprofit organization within established criteria and recognizing the need for the continued encouragement of college and university undergraduates and graduates toward seeking careers in the security profession, has created a program which presents single occasion monetary grants to deserving students who qualify. These grants will normally be awarded to no more than two students picked by the RSA Northern Contingent, and no more than two students picked by the Southern Contingent each year. All grants are to be made in the name of “RSA” and may not be included in the grants of other professional organizations.
ORGANIZATION
The RSA Treasurer will maintain a record of all funds awarded as grants and ensure that all required reports are filed with the appropriate government agencies.
The Grant Committee, a group of unlimited size, consisting of members of the RSA Board and chosen by the RSA Board, will select the students to be awarded grants. They will report their selections by mail or phone to all RSA Board members. Once a majority of Board members agree with the selections, an assigned member of the Grant Committee will inform each awardee and, if appropriate, the awardee’s university or college. The awards will be presented to all awardees at the next scheduled RSA seminar. If not practical, the awardee and the Grant Committee will attempt to arrange an alternative presentation.
SELECTION REQUIREMENTS
The student must be a graduate or undergraduate student enrolled and currently pursuing studies at an accredited college or university, preferably concentrating on major studies directly related to the security field. However, a deserving student who is identified and agreed upon by a majority of the RSA Board may be selected without respect to the student’s declared major.
When deciding upon the awardees, the Grant Committee will consider both the potential awardee’s financial need for the grant, and performance as reflected by grade point average (GPA). Other factors, such as the potential awardee’s current performance in a position In the security profession, will also be considered. No relative of a member of the Board will be eligible for this award.
No special consideration will be given based upon the race, age, sex, or religion of potential awardees.
AMOUNT
Any amount may be awarded per individual grant. The amount for each grant is determined by agreement of a majority of the RSA Board.
ARTICLE VI - INTERPRETATION AND CONSTRUCTION OF BYLAWS
All questions of interpretation or construction of these Bylaws shall be decided upon the Board at a meeting thereof, called pursuant to the provisions of Article IV of these Bylaws, whose decision thereon shall be final and recorded in the minutes.
ARTICLE VII - FISCAL YEAR
The fiscal year of RSA shall coincide with the calendar year.
ARTICLE VIII - CORPORATE SEAL
The seal of RSA shall be in such form and design as the Board of Directors may select, and shall bear the name of RSA and the year of its incorporation.
ARTICLE IX - AMENDMENTS
The Board shall have the power at any meeting of the Board at which a quorum of Directors (majority of Directors) is present, or by polling the Directors by mail, to make, alter, amend, and repeal the Bylaws of RSA by affirmative vote of a majority of the Board, provided there has been proper notice of such meeting, as provided in Article V.
ARTICLE X - DISTRIBUTION OF ASSETS
R. S . A. shall use its funds only to accomplish the purposes and objectives stated in these Bylaws, and no part of said funds shall inure or be distributed to the members of the Board of Directors.
Upon dissolution of RSA, the Board of Directors shall distribute any net assets of RSA to a charity or school exempted under provision 501 (c) (3) of the 1954 Internal Revenue Code as amended or successor statute.
(Signed) ______________________ Date _________________
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