Statutes and Rules

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  1. House Rules
  2. CyAN Articles of Association

House Rules

1           What is CyAN?

CyAN stands for CYbersecurity and cybercrime Advisors Network. It is officially registered as a non-profit association with the Préfecture de Police in Paris, France under the name “Association des Conseillers en Cybersécurité et lutte contre la Cybercriminalité (CYAN network)”.

Its purpose is defined in Article 2 of the Articles of Associatio­­n.

1.1         Values

CyAN focuses on the strengthening of cybersecurity and the fight against cybercrime, as a mean to contribute to personal development and prosperity of our societies.

Members share the view that multi-disciplinary collaboration, regardless of gender, age, personal and professional backgrounds, is a foundational element to increase safety and security in the digital age, and more generally for any progress in human society.

Members are committed to build trusted relationship among themselves and with institutions cooperating with CyAN.

Members undertake to act with integrity and promote the values of the association.

1.2         Who can benefit from CyAN?

CyAN aims to benefit advisors who want to participate in creating a more secure online world, whether they are users or providers of solutions and services in the field of cybersecurity and the fight against cybercrime.

CyAN also aims to help professionals who consider a change in their career, whether they are in private or public sectors, employees, independent consultants, entrepreneurs or retired, to help them share their expertise in the most useful and fulfilling manner for themselves and for the community.

Membership is open to individuals with proven expertise in line with the scope and the objectives of the association (as defined in the Articles of the Association), or who are deemed to have a potential for a strong contribution in the future.

1.3         Objectives

CyAN:

  1. Promotes a multi-disciplinary approach to cybersecurity and cybercrime: it represents the members gathered in the association towards institutions, industries and the media; participates as an association in meetings and events.
  2. Provides best practices: the association provides studies, guidelines, best practices
  3. Support members: members can develop their activities by learning from and exchanging with other members. Members can benefit from meetings, trainings (e.g. about new trends/legislations), logistics (e.g. office space), a pool of advisers that can be used to help achieving a project and common resources to apply to tenders.

These objectives can be adapted according to the market and the members’ needs.

CyAN does not itself sell or deliver professional services to customers.

2           CyAN membership

2.1         Membership criteria
  • Members are advisors whose integrity, knowledge, experience and appreciation of other disciplines are deemed to be useful to achieving the goals of the association.
  • Members apply on an individual basis.
  • Members can be independent consultants or professionals, in-house advisers (employees), civil servants, law enforcement agents, judiciary professionals, academia.
  • The association is open in terms of age, skills/expertise as long as applicants do have a genuine interest in the topic.
2.2         Membership fees

In 2015, the following fees apply, as adopted by the General Assembly:

An annual membership fee of 200 EUR (excluding VAT): covers administrative and organisation costs of the association. Members become part of the advisers, can work on projects, are invited to take part in events and meetings organised by the association.

CyAN is fully aware that the annual membership fee may not fit all situations. Applicants or members whose situation makes it difficult to afford the annual membership fee may request an adjustment of their fee to the Board. Once membership has been processed and accepted or renewed, no request for refunding (in part or in full) will be accepted.

2.3         Other fees

CyAN can offer further services, subject to fees that are defined by the Board:

  • Intelligence and lobbying: members benefit from dedicated trainings, meetings, intelligence services on legislations, trends and tenders.
  • Access to office space and meeting rooms.
2.4         Members’ duties

Members have a commitment to act with integrity and ethics, be transparent internally and externally on their membership to CyAN, and promote its values.

Within and outside CyAN, members are expected to fulfil their professional obligations with care and quality as they are engaging CyAN’s credibility and trust.

2.5         Vetting and vouching process

Application to join CyAN is made upon recommendation of an existing member. The vouching member shall ensure that the applicant understands and comply with the values and objectives of the association.

The membership is subject to the endorsement of the Board of administration (hereafter the “Board”).

Any membership application should comply with the following procedure:

  • Applications shall be sent to the Secretary General, who will check it that is sufficiently detailed and motivated before passing it on to the Board.
  • Any member of the association can propose a new applicant.
  • The decision of the Board is not made public, in order to protect the candidates whose application would be rejected. It does not need to be motivated in writing.
  • Endorsement of new members should be voted out if at least 2 members of the express concerns, or one member vetoes the application.  
2.6         Member’s suspension and exclusion

Decisions to suspend or exclude members for violation of the rules and values of CyAN are the responsibility of the Board. The Board may request advice from any member or third party (including the client of the member whose misconduct is alleged) to help review the case and decides whether the member should be suspended or excluded from CyAN.

Any member can be suspended or excluded by the Board at any time if a majority of Board members agrees that there has been a misconduct or violation of the values of the CyAN. The board may extend the suspension or exclusion to the member who recommended the advisor initially.

Membership will be suspended in case of delay in paying any invoice sent by CyAN beyond 60 days, upon decision of the Bureau.

Motivations of suspension and exclusion remains strictly confidential amongst the Board and the affected member.

Decisions of suspension and exclusion are notified to all the members. Members who are suspended or excluded are removed from the list of members which is publicly available.

3           Internal organisations

3.1         The Board

The Board is composed of up to 8 members, who are elected by the General Assembly. The Board is in charge of running of the association, defining and implementing policies and decisions taken at the General Assembly. As part of its function:

  • It ensures the overall management of the association
  • It manages membership: admission, exclusion, suspension, resignation
  • It elects and control its bureau: President, Treasurer and Secretary
  • It develops an action plan and budget of the association
  • It reports about the activities of the association to the General Assembly for approval
3.2         The Bureau

The Bureau is composed of a President, a Treasurer and a Secretary. It is elected and controlled by the Board. The Bureau is in charge of the daily management of the association. The bureau can be assisted by consultants or employees in its functions. These professionals commit to the same rules as defined in these house rules.  The President is mandated by the Board to make or incur expenses on behalf of the association, as long as it remains in the remit of the association’s interests and do not exceed 1,000 EUR. Any expenses exceeding 1,000 EUR must be co-signed by the Treasurer and the President.

3.2.1          The President
  • He/she is the legal representative of the association
  • He/she guarantees the respect of the values and the mission of the association
  • He/she calls the General Assembly’s meetings and introduces them
  • He/she leads the bureau and board meetings
3.2.2          The Treasurer
  • He/she is in charge of finance matters: membership fees, sponsoring, investments…
  • He/she authorises invoicing and payments
  • He/she drafts the financial report for the General Assembly
3.2.3          The Secretary
  • He/she is in charge of the administration of the association
  • He/she coordinates internal and external communication
  • He/she is in charge of meeting minutes and reports
3.3         The Advisory Committee

The Advisory Committee is composed of up to 7 members, who are appointed by the Board. It does not have voting rights. The Advisory Committee helps the association achieving its objective and contribute to relevant projects. Its members advise the association on issues related to the scope of the association. The Advisory Committee meets or participate in activities of the association upon invitation by the President or the Secretary General. Members of the Advisory Committee can also meet upon their own initiative, but shall inform the President or the Secretary General prior to the meeting.

3.4         Financial compensation and allowances

Members of the association, the Board and the Bureau act on a voluntary basis. They will receive no compensation or allowances for the work they do on behalf of the association. However, individual expenses spent in the remit of the association’s action – such as missions, travel and accommodation expenses – can be compensated, on the basis of receipts and conditioned to prior approval of the treasurer and/or president.

3.5         The General Assembly

Members are integrated to the association after completion of the vetting process. All members are invited to participate in the General Assembly. The General Assembly elects the Board by secret ballot and adopts association’s policies. Other decisions regarding agenda points are voted by show of hands unless requested otherwise by 10% of the present or represented members.

4           Coordination of the network

4.1         Information to the members
  • Members share/exchange information related to the definition and objectives of the community within the using the mailing list.
  • Members are invited to share any new projects they believe of interest to CyAN with all members using the mailing list – and this for transparency matters.
  • Members report about projects progress to all members using the mailing list.
  • It is understood and accepted that separate discussions can take place amongst some members.
4.2         Information about members

CyAN maintains a directory of members’ profiles, listing their competences, experiences, geographical reach. This directory is made available to members and third parties. Members commit to inform the association about any changes to their profiles. Members are not endorsed and shall not promote themselves for skills/competences that are not listed by the association.

5           Sponsoring

Request for sponsorship by CyAN shall be submitted to the Secretary General and approved by the Board.

6           Use of CyAN’s brand

Members are entitled to make public reference of their membership to CyAN.

Members shall inform the Secretary General when using CyAN’s brand and logo for promotional purpose.

7           Confidentiality

All activities within CyAN are deemed confidential unless specified otherwise. Public statements by members of CyAN are considered as personal views unless they have been specifically endorsed by the Board.

Articles of Association

The Articles of the Association have been formally adopted in French by the General Assembly on 11th May 2015. In case of doubt, the French version is the original and shall prevail on this English translation.

ARTICLE 1 – NAME

It is founded between the members with the present statutes an association governed by the French law of 1901 (hereafter the “Association”), having for title: “Association of Advisors in Cybersecurity and fight against Cybercrime (CyAN)”.

ARTICLE 2 – SCOPE

The ambition of this Association is to strengthen cybersecurity and to fight against cybercrime through a multi-disciplinary approach based on mutual trust and on complementarity of profiles and experiences of its members.

The purpose of the Association is to defend and promote the interests and expertise of its members, which shall be motivated by the same ambition, through external and internal exchanges of good practices, knowledge, expertise, connections, cooperation and mutual assistance in any circumstances.

The Association is a think tank and contribute to the definition, development, distribution and publication of concepts, doctrines and standards in line with its ambitions.

The Association ensures the development of all training and counselling activities.

The Association establishes itself as a source of proposals towards national public authorities and international institutions on issues related to cybersecurity and fight against cybercrime (legislative and regulatory developments, partnership, establishment of best practices…)

ARTICLE 3 – HEADQUARTERS

The headquarters are established at 242 Boulevard Voltaire, 75011 Paris, France.

It can be transferred by a simple decision of the board of administration (hereafter the “Board”).

ARTICLE 4 – DURATION

The Association is set up for an unlimited time.

ARTICLE 5 – COMPOSITION

The association shall be composed of:

a) Active members, who pay an annual membership fee as established by the General Assembly

b) Honorary members, who have provided notable services to the association; they do not have to pay the annual membership fees.

ARTICLE 6 – ADMISSION

Membership is open to individuals who embrace the values of CyAN and wish to participate in activities within the scope of the Association. Admissions are based upon acceptance by the Board, according to the conditions established in the House Rules.

ARTICLE 7 – MEMBERSHIP FEES

The membership fees are set by the General Assembly and are listed in the House Rules.

ARTICLE 8 – MEMBERSHIP TERMINATION

Membership terminates by:

a) Resignation;

b) Death;

c) Exclusion pronounced by the Board in case of non-payment of the membership fee or non-respect of the association’s values as defined in the House Rules, after the member has been given an opportunity to submit his defence to the Board in person or in writing.

Suspension decided under the conditions set in the House Rules does not incur a membership termination.

ARTICLE 9 – ORDINAY GENERAL ASSEMBLY

The ordinary General Assembly (hereafter « the General Assembly ») is composed of all full members of the association.

The General Assembly shall meet at least once in every second year.

Members shall be convened by the president at least fifteen days before the date set for the meeting. The agenda shall be mentioned on the convening notices.

The president, assisted by members of the Board, chairs the General Assembly and outlines the situation and activity of the association.

The Treasurer provides a statement of account and submit the annual accounts (balance sheet, profit and loss account, and annex) for approval by the General Assembly.

The General Assembly sets the amount of membership fees to be paid by members.

The General Assembly elects members of the Board for a maximum period of two years.

Only items included in the agenda shall be discussed.

Decisions are made by a majority of members present or represented.

At least once every two years, and upon the conclusions of all agenda items, outgoing members of the Board will be replaced.

The presence or representation of at least half the members shall constitute a quorum.

If the quorum is not reached, the president convenes an extraordinary general assembly for which no quorum shall be required.

In the absence of a member, the member can be represented by another member who is present at the General Assembly.

Decisions made at the General Assembly are binding on all members, including those who were absent or represented by another member.

ARTICLE 10 – EXTRAORDINARY GENERAL ASSEMBLY                                                                                     

The president can convene an extraordinary General Assembly meeting on his/her own initiative, or upon request of the absolute majority of full members, in accordance with the provisions of the present articles of the association, and only for an amendment of these articles, the dissolution of the Association or for proceedings relating to association’s real estate properties.

If the quorum is not reached, the president convenes another extraordinary General Assembly for which no quorum shall be required.

The procedure for convening meetings is the same as for ordinary General Assembly meetings.

Deliberations are taken by a simple majority of the members present or represented.

ARTICLE 11 – BOARD OF ADMINISTRATION

The association is governed by a board of administration (the “Board”) composed of a maximum of 8 members, elected for a maximum period of 2 years by the General Assembly. Board members can be re-elected.

The Board shall elect among its members:

1) A president;

2) One or more vice-presidents;

3) A secretary and, if necessary, his/her deputy;

4) A treasurer and, if necessary, his/her deputy;

The Board holds meetings, convened by the president or upon request of one fourth of its members, at least once in every six months.

Decisions are taken by absolute majority of members present or represented. In the event of a tie, the vote of the president shall be decisive.

Any member of the Board who has missed out three consecutive meetings, without excuse, will be considered as having resigned from the Board.

ARTICLE 12 – EXECUTIVE BOARD

The Board of administration is assisted in its tasks by an Executive Board composed of the president, the treasurer and the secretary.

The mandates of the president and the treasurer shall not be cumulated. Functions, duties and respective powers of the members of the Executive Board are defined in the House Rules.

ARTICLE 13 – ALLOWANCES

All functions, including those of Board or Executive Board members, are honorary and free of charge. Only expenses incurred in relation to their mandate can be reimbursed, subject to the provision of receipts. The financial report submitted to the ordinary General Assembly includes, per beneficiary, the reimbursement of missions, travel or representations expenses. 

ARTICLE 14 – ADVISORY COMMITTEE

The association has an advisory committee consisting of a maximum of 7 members, which advises the association on issues related to its scope, as defined in article 2, and its objectives as fixed by the General Assembly. Members of the advisory committee are appointed by the Board for a period of 1 year (renewable). It has no decision-making power. The duties of the advisory committee are laid down in the House Rules.

ARTICLE 15 – HOUSE RULES

House Rules are established by the Board and approved by the General Assembly.

These rules are designed to settle the various points not provided for by the Articles of the Association, and in particular those related to the internal administration of the association.  

ARTICLE 16 – RESOURCES AND FINANCING

Material and financing resources are made available to the association to ensure the realisation of its objectives, the well-functioning of its structure and the payment of its employees’ salaries.

The resources of the association are the following:

  • Active members fees ;         
  • Subsidies from the State, public authorities, international institutions or non-governmental organisations…;
  • Revenues from activities conducted under the association’s umbrella;
  • Sponsorship
  • Interests and income generated by the assets of the association;
  • Donations.
ARTICLE 17 – DISSOLUTION

In case of the dissolution of the association, declared in accordance with the terms of article 10, one or more liquidators shall be appointed, and its assets, if necessary, shall be allotted according to the decisions taken by the extraordinary General Assembly pronouncing the dissolution.

« Done at Paris, May 11th, 2015 »