Amended and Restated By-Laws of The International Association of Privacy Professionals, Inc.

Section 1.

Membership in the IAPP is open to any natural person, globally. Members of the IAPP have the rights, benefits, and duties conferred upon them by the terms and conditions of their membership, and membership shall be organized into the following categories:

1. 1. Professional Members: Individuals working within a business or organization with the responsibility for digital responsibility, including, but not limited to, privacy and AI governance.

1. 1. Business Members: Individuals consulting with other organizations on issues such as developing or managing an organization’s compliance with digital responsibility standards. Business Members shall include, but not be limited to, lawyers, consultants and vendors.

1. 1. Academic Members: Students, faculty, staff and administrators affiliated with an accredited educational institution involved in the study of privacy, AI governance, or digital responsibility.

1. 1. Governmental or Nonprofit Members: Individuals working in governmental entities, public bodies, or nonprofit enterprises with responsibility for monitoring privacy laws and regulations as well as developing processes that encourage or manage compliance with digital responsibility standards.

Section 2.

The Board may, in it sole discretion, from time to time, create new classes of membership categories. Category designation shall be determined at time of membership or renewal. Membership shall be assessed annually. Varying dues structures will be maintained at the discretion of the Board. Membership begins upon receipt of dues and continues for a one-year period.


Section 3.

Members of the IAPP shall have no voting rights.

Section 1.

The Board may from time to time establish, designate and dissolve standing committees of the Board in accordance, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members of such committee, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. The Board shall be required, at all times, to maintain an Executive Committee, Finance Committee, and Nominating Committee each as described below.

Section 2.

Executive Committee: The Executive Committee, in consultation with the Board, is responsible for setting the agenda for the Board, reviewing and providing feedback on the performance of the President / CEO, and such other duties as requested by the Chair or the Board. The Executive Committee shall be chaired by the Chair and shall be comprised of the Chair, Vice Chair, Past Chair, Secretary, Treasurer and President / CEO.

Section 3.

Finance Committee: The purpose of the Finance Committee is to carry out the IAPP’s financial plan with full disclosure to the IAPP Board and membership. The Committee will monitor and recommend revisions as appropriate in order to ensure revenues and expenses are realistic and flexible enough to meet the needs of the IAPP. Specific responsibilities of the Finance Committee include working with the IAPP’s President / CEO to develop processes to ensure that current, accurate financial information is available to the Board and the IAPP members, that safeguards are in place regarding separation of fiscal duties and for developing and reviewing fiscal procedures, a fundraising plan and annual budget. Regular reports showing income, expenditures and pending income shall be prepared and submitted for Board review. Annual reports are due within first quarter of the calendar year.

The Finance Committee shall be responsible to assist the Board in its oversight of the Corporation’s internal controls and the appropriate review or auditing of financial statements.

The Finance Committee shall be chaired by the Treasurer, and shall include the Secretary, Vice Chair and President / CEO and other members as shall be appointed by the Board.

Section 4.

Nominating Committee: The Nominating Committee, in collaboration with the President / CEO, is responsible for assessing the needs of the IAPP leadership and developing a slate of qualified candidates to the Board for review in a timely manner. The Past Chair shall serve as chair of the Nominating Committee. The Committee shall consist of the Past Chair, Chair, Vice Chair, the President / CEO, and two other members of the Board.

The Nominating Committee shall submit a slate of candidates to the Board, including biographical information, for election.

Section 5.

Certification Advisory Board. The Board shall establish a Certification Advisory Board which shall be responsible for developing policies and procedures for the execution of their duties to independently make essential certification decisions related to standards, policies and procedures of the IAPP’s certifications. The Board maintains the right to intervene if the Certification Advisory Board acts in such a way as to violate regulatory, statutory or contractual requirements, certification industry standards, or its stated policies or procedures or otherwise puts the organization at risk. Such intervention shall occur in such a way that assures certification continuity, maintains the integrity of the certification process and assures fair and equitable treatment of all persons involved in certification.

The Certification Advisory Board shall have independent authority to set the cutpoint for exams, to determine appropriate item formats, and to establish the content of exams.

The Certification Advisory Board shall consist of members as selected by the IAPP certification body.

Section 1.

Directors of the Board of the IAPP shall be elected by the Board and shall be no fewer than 3 and no more than 23 Directors, and shall include the following IAPP Officers: Chair, Past Chair, Vice Chair (Chair Elect), Secretary and Treasurer. All members of the IAPP in good standing may qualify for Board positions; however, not more than one-third of the Board shall be Business Members.

The Board will meet at least twice annually, and as needed throughout the year, either in person or through electronic means at the discretion of the President / CEO or Chair. Any Director in good standing, and the President / CEO, may propose agenda items. The President / CEO shall attend meetings and shall also be a member of the Board.

Section 2.

Directors shall serve five-year terms, with approximately one-fifth of the Directors coming up for election each year. A Director who has just served a five year term may not be re-elected to the Board until a period of one year has lapsed since he or she last served on the Board unless at the time of expiration of such five year term he or she is then serving as the Chair or President / CEO in which case he or she may continue to serve on the Board until he or she is no longer holding such position (in the case of the Chair, this includes service as (Past Chair). Any Director who changes their membership status to that of Business Member shall offer their resignation to the Board upon such change in status.

Section 3.

The Board shall work with the President / CEO and act for the IAPP in the administration of established policies and programs, and shall make recommendations on matters of policy and operations.

Section 4.

At any meeting of the Board, a majority of the Directors then in office shall constitute a quorum of the Board. At any meeting of the Board at which a quorum is present, the action of the Directors on any matter brought before the meeting shall be decided by vote of a majority of those present, unless a different vote is required by law.

Section 5.

Any Director may resign by delivering his or her written resignation to the Chair or President/CEO. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6.

A Director may be removed from office with or without cause by vote of three-fourths of the members of the Board.

Section 7.

Regular meetings of the Board shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board and publicized among all Directors. A written notice of each regular meeting shall not be required. Special meetings of the Directors may be called at any time by the Chair, President/CEO, Treasurer, or by any three (3) members of the Board.

Section 8.

Any action by the Directors may be taken without a meeting if a written consent to this is signed by all the Directors and filed with the records of the Directors’ meetings. Such consent shall be treated as a vote of the Directors for all purposes.

Section 9.

The Directors may participate in a meeting of the Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 10.

The Board may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

1. 1. (1) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

1. 1. (2) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, to borrow funds and guarantee obligations, and to do all things necessary in connection therewith;

1. 1. (3) To remove any Officer of the IAPP with or without cause, and from time to time to devolve the powers and duties of any Officer upon any other person for the time being;

1. 1. (4) To confer upon any Officer of the IAPP the power to appoint, remove and suspend subordinate officers, employees, and agents;

1. 1. (5) To adopt from time to time such bonus or other compensation plans for employees and agents of the IAPP as it may determine;

1. 1. (6) To adopt from time to time such insurance, retirement, and other benefit plans for employees and agents of the IAPP as it may determine; and,

1. 1. (7) To adopt from time to time regulations or policies, not inconsistent with these By-Laws, for the management of the IAPP’s business and affairs.

Section 1.

The Officers of the IAPP shall be the members of the Executive Committee. Any Director in good standing may serve as an officer, except that only Professional Members may serve as Chair-elect or Chair. Other offices may be created at the discretion of the Board. Subject to the special provisions for the office of Chair stated below, Officers shall be elected by a majority vote of the Board.

Section 2.

The office of the President / CEO shall coordinate the activities of the IAPP and shall have general charge and supervision of the business and affairs of the IAPP, subject to the direction of the Board. The Board will appoint the President / CEO. The President / CEO shall hold office at the discretion of the Board.

Section 3.

Duties: The Officers of the IAPP shall perform the duties pertaining to their respective offices as well as other duties as may be approved by the Board. All Officers may be assisted by or delegate to IAPP staff the performance of their duties.

Section 4.

Chair: The Chair is the presiding officer of the Board and the IAPP, and is an ex officio member of all committees; and works closely with the President / CEO in managing business activities of the Association. The Chair is the Chair of the Executive Committee.

Section 5.

Vice Chair: The Vice Chair assists the Chair in the performance of his or her duties. Upon completing his/her term as Vice Chair, he/she shall assume the office of Chair for a one-year term. The Vice Chair will be assigned special duties by the Chair and will be a member of the Board. In the event of the Chair’s temporary inability to perform the duties of his/her office (as determined by a majority vote of the Board), the Vice Chair shall fulfill the duties of the Chair as well as continue to fulfill the duties of the Vice Chair. In the event of the resignation, removal or permanent disability of the Chair (as determined by a majority vote of the Board), the Vice Chair shall cease to serve as Vice Chair and shall immediately succeed to the office of Chair, and thereafter shall serve as Chair for the remainder of the unfulfilled term of the Chair as well as for one additional one-year term. The Vice Chair shall serve as the Vice Chair of the Executive Committee.

Section 6.

Secretary: The Secretary is responsible for maintaining the minutes of the Board as well as for the non-fiscal record of the IAPP. The Secretary will send out meeting announcements, distribute copies of minutes and the agenda, and will be assigned special duties by the Chair and will be a member of the Board.

Section 7.

Treasurer: The Treasurer is responsible for the oversight of receipts, deposits, disbursements and withdrawals of all IAPP funds and renders regular financial statements to the Board. The Treasurer will make a report at each Board meeting. As Chair of the Finance Committee, the Treasurer will be responsible for the preparation of the budget subject to the approval of the Board, help develop fundraising plans, and make financial information available to Board members and the public. The Treasurer will be assigned special duties by the Chair and will be a member of the Board.

Section 8.

Past Chair: Unless he/she has resigned or been removed from office as Chair, a Past Chair shall serve as a member of the Board for a period of one year after his/her term of office as Chair has concluded and, as Past Chair, may be assigned special duties by the Chair. The Past Chair is Chair of the Nominating Committee.

Section 9.

Any Officer may resign by delivering his or her written resignation to the President / CEO of the IAPP or to a Member of the Executive Committee of the Board, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any Officer may be removed by a three-fourths vote of the Board at any time and for any reason.

Section 10.

Terms of service for all Officers will be for one calendar year, with the opportunity for reelection for no more than three consecutive terms (except for the President / CEO who shall serve indefinitely at the discretion of the Board).

Section 11.

Vacancies in Officer roles, with the exception of the office of the Chair, that occur before the expiration of terms of office shall be filled by a vote of the Board. An Officer appointed to fill an existing term shall serve the remainder of the unexpired term of his or her predecessor. Officers shall be elected by a majority vote of the Board.

Section 1.

General Rule: A Director shall not be personally liable for monetary damages as Director for any actions taken or any failure to take any action unless the Director has breached or failed to perform duties in accordance with the standard of conduct set forth in Section 5712 of the Pennsylvania Non-profit Corporation Law (the “NPCL”) and any amendments and successor acts thereto, and the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. Notwithstanding the foregoing, such limitation of liability shall not apply to (i) the responsibility or liability of a Director pursuant to any criminal statute; or (ii) the liability of a Director for the payment of taxes pursuant to local, state, or federal law.

Section 2.

Right to Indemnification: The IAPP shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made, or is threatened to be made, a party, or is otherwise involved, in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a Director or Officer of the IAPP, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnitee if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interest of the IAPP and, with respect to any criminal proceeding, had no reason to believe such conduct was illegal. Notwithstanding the preceding sentence, no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 3.

Procedure: Unless ordered by a court, any indemnification under this Article or otherwise permitted by law shall be made by IAPP only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the Indemnitee met the applicable standard of conduct set forth under that section. Such determination shall be made: (i) by the Board of the IAPP by a majority vote of a quorum consisting of Directors who were not parties to the action or proceedings; or (ii) if such quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

Section 4.

Prepayment of Expenses: The IAPP may pay the expenses (including attorneys’ fees) incurred by an Indemnitee in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Article or otherwise.

Section 5.

Claims: If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor by the Indemnitee has been received by the IAPP, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the IAPP shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or payment of expenses under applicable law.

Section 6.

Nonexclusivity of Rights: The rights conferred on any Indemnitee by this Article shall not be exclusive of any other rights which such Indemnitee may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of Members or disinterested Directors or otherwise.

Section 7.

Other Sources: The IAPP’s obligation, if any, to indemnify or to advance expenses to any Indemnitee shall be reduced by any amount such Indemnitee may collect as indemnification, counter claim, or advancement of expenses from any other source.

Section 8.

Amendment, Repeal and Continuing Right to Indemnification: Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any Indemnitee in respect of any act or omission occurring prior to the time of such repeal or modification. The right to indemnification and advancement of expenses provided pursuant tothis Article shall continue as to any Indemnitee who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors, and administrators of such Indemnitee.

Section 9.

Other Indemnification and Prepayment of Expenses: This Article shall not limit the right of the IAPP, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnitees when and as authorized by appropriate corporate action or required as a matter of law.