Chapter Bylaws

ISACA Austin Chapter - Chapter Bylaws

Effective: 03/04/2014 - [Download .pdf version]

Article I. Name

The name of this non-union, non-profit organization shall be ISACA Austin Chapter, hereinafter referred to as “Chapter”, a Chapter affiliated ISACA, hereinafter referred to as the “Association”. The Chapter, apart from its innate affiliation with the international Association, is an independent entity from any other association, enterprise, or entity.

Article II. Purpose

Chapter’s Purpose

The primary purpose of the Chapter is to promote the education of individuals for the improvement and development of their capabilities relating to the auditing of, management consulting in, or direct management of the fields of IT governance, IS audit, security, control, and assurance.

The objectives of the Chapter are:

To promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of IT governance, IS audit, security, control, and assurance;
To encourage an open exchange of IT governance, IS audit, security, control, and assurance techniques, approaches, and problem-solving by its members;
To promote adequate communication to keep members abreast of current events in IT governance, IS audit, security, control and assurance that can be of benefit to them and their employers;
To communicate to management, auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources; and
To promote the Association’s professional certifications and IT governance.

Article III. Membership and Dues

Section 1. Classifications and Qualifications

Membership in the Association is a requirement for membership in a Chapter. Therefore, upon joining the Chapter, a person must also join the Association, with accompanying rights and responsibilities.

Member — Any person interested in the purpose and objectives of the Chapter as stated in Article II shall be eligible for membership in the Chapter, and the Association, subject to rules established by the Association Board. Members shall be entitled to vote and to hold office.
Retired Member — Any member, who presents proof of retirement status, subject to rules established by the Association Board. Retired members shall be entitled to vote and hold office at the Chapter level.
Student Member — Full-time student currently enrolled in a degree program of an accredited college or university, subject to rules established by the Association Board. Student members shall be entitled to vote and hold office at the Chapter level.

Section 2. Admission

Potential members shall:
Meet the requirements of membership as outlined in Article III, Section 1.
Complete an Association membership application form.
Pay required dues to the Chapter and the Association.
Follow the Code of Professional Ethics of the Association.
Membership in the Association shall be conferred upon an individual when the Association has received the required Association dues for that individual.

Section 3. Dues

Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board, plus Association dues.
A member whose dues are in arrears for more than 60 days shall no longer be deemed a member.
A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.
Resignation — any member who resigns shall not be entitled to a refund of his/her annual membership dues.

Article IV. Chapter Meetings

Section 1. Regular Meetings

Regular meetings of the Chapter membership shall be held on the first Tuesday of each month from September through June unless otherwise ordered by the Chapter Board and shall be for the purpose of conducting the regular business of the chapter. Members will be notified of changed meeting dates at least one week in advance.

Section 2. Educational sessions

Educational sessions of the Chapter membership shall be held on the first Tuesday of each month from September through June unless otherwise ordered by the Chapter Board. Members will be notified of changed meeting dates at least one week in advance.

Section 3. Annual General Meeting

The annual general meeting shall be held in May and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. The date and location of the annual general meeting shall be determined by the Chapter Board.

Section 4. Special Meetings

Special meetings may be called by the President, the Chapter Board or upon written request by 15 of the members. The purpose of the meeting shall be stated in the call.

Section 5. Mail or Electronic Voting

If required, paper mail or electronic means may be used for the purposes of membership voting on resolutions approved by the Chapter Board, and such correspondence will be considered a special meeting for the purposes of these bylaws.

Section 6. Quorum for Chapter Meetings

The quorum for any regular, annual general or special meeting shall be 45members. In absence of quorum, the meeting will be adjourned, and reconvened one week later. The new date, time and location will be communicated to members.

Section 7. Act of the Membership

The affirmative vote of the majority of the members at any chapter meeting shall constitute an act of the membership.

Section 8. Notification

Members shall be notified at least 30 days in advance of the annual general meeting. Members shall be notified at least 10 days in advance of any regular meetings or special meetings, except in case of emergency. Notification may be by postal mail, by email or by telephone.

Article V. Chapter Officers

Section 1. Chapter Officers

The Officers of the Chapter shall be 7 in number, constituting:

President
Vice President
Membership Director
Secretary
Treasurer
Immediate Past President
Past President

Section 2. Term of Chapter Officers

The Chapter Officers, except Immediate Past President and Past President, shall be elected for a term of one year, or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall begin at the close of the annual general meeting at which they are elected. The application of term limits shall not include partial terms served because of appointment or special election.
No member shall hold more than one Chapter office at a time, and no member shall be eligible to serve more than two consecutive terms in the same Chapter office, unless approved by the Chapter Board and affirmed by a majority vote of the members present at a regular or special meeting at which a quorum is present.

Section 3. Duties of Chapter Officers

The Chapter Officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter.

The Chapter President shall:

Preside at meetings of the Chapter and the Chapter Board
Appoint all committee chairpersons
Be an ex-officio member of all committees, except the Nominating Committee
Represent the Chapter at Leadership Conferences and other conferences and functions, where appropriate, or appoint another Chapter Board member as a representative
Present an annual report to members at the annual general meeting, such report to consist of reports from various Chapter officers and committees
Maintain communications with the Association and respond to Association inquiries
Be responsible for submission of the required annual chapter reports to the Association within 30 days after the annual general meeting
Supervise budgetary matters and proper internal control of finances
Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board

The Chapter Vice President shall:

Preside at meetings of the Chapter and the Chapter Board in the absence of the President
Perform the duties of the President in the event of his/her absence or disability
Chair the Education and Long Range Planning Committees
Perform other duties as pertain to this office or which may be delegated by the President or the Board

The Chapter Membership Director shall:

Be an active aid to the President and Vice President
Perform the duties of the President and the Vice President in the event of their absence or disability
Maintain accurate lists of the membership and attendance records
Chair the Membership Committee
Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy issues
Report on membership data from the Association
Coordinate plans for maintaining and increasing chapter membership
Perform other duties as pertain to this office or which may be delegated by the President or the Board

The Chapter Secretary shall:

Take minutes of the meetings of the Chapter Board, membership meetings, and annual general meeting, and maintain a copy of the records for 3 years
Maintain accurate attendance records
Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter
Assist the President in the administration of Chapter membership meetings
Perform other duties as pertain to this office

The Chapter Treasurer shall:

Be custodian of Chapter funds
Receive and disburse such funds of the Chapter as shall be required in the conduct of its affairs and the carrying on of its activities or as directed by the Chapter Board
Remit dues to the Association, as required
Submit a written treasurer’s report at each regular meeting, which may be in electronic format
In concert with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held at the Association
Submit annual financial statements for presentation to the membership at the annual general meeting
Submit books and records for audit, when required
File any and all tax forms required
Perform other duties as pertain to this office

The Immediate Past President of the Chapter shall:

Provide advice and guidance to the President and Chapter Board
Perform other duties as pertain to this office

The Past President of the Chapter shall:

Provide advice and guidance to the President and Chapter Board
Perform other duties as pertain to this office

Section 4. Chapter Officer Vacancies

If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.
If a vacancy should occur in any other office, except that of Immediate Past President of the Past President, the vacancy shall be filled by Chapter Board appointment.
If a vacancy occurs in the office of Immediate Past President or Past President, the vacancy shall remain vacant until filled by routine succession.
If a Chapter officer’s membership in the Association shall for any reason terminate, that individual’s position as Chapter officer shall automatically become vacant.

Article VI. Nominations and Elections

Section 1. Chapter Nominations

A Nominating Committee of 3 members shall be selected by the Chapter Board no later than the end of February.
The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for offices to be filled at the annual general meeting.
The Nominating Committee shall report to the membership at the regular meeting in April.
Nominations from the floor shall be permitted prior to the election on the day the election is held.
Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form.

Section 2. Chapter Elections

Officers shall be elected by paper or electronic ballot at the annual general meeting.
In the event there is only one candidate for any office, voting on that office may be by acclamation.

Article VII. Chapter Board

Section 1. Composition of the Chapter Board

The Chapter Board shall consist of the Chapter officers. The Chapter Board shall have full power and authority over the affairs of the Chapter between membership meetings, except as defined in these bylaws. The Chapter Board shall be subject to the orders of the Chapter, and none of its acts shall conflict with action taken by the Chapter.

The Chapter Board shall consist of the officers listed in Article V, Section 1.

Section 2. Duties

The Chapter Board shall:

Supervise the affairs and conduct the business of the Chapter between business meetings
Make recommendations to the membership
Be subject to the orders of the membership
Meet at least bi-monthly at a time and location determined by the Chapter Board
Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter

Regular or special meetings of the Chapter Board may be held electronically. A conference meeting must be arranged at least 48 hours in advance of the call. Each member should seek recognition from the chair before beginning to speak, and each member should identify himself or herself prior to speaking. Motions will be voted on by voice vote. If the chair has a problem determining the vote, he or she may call for a roll call vote. The roll call vote is for determination of the outcome of the vote and shall not be recorded in the minutes. The minutes of the meeting shall be approved at the next in-person meeting.

Section 3. Financial Authority

The Chapter Board shall have the authority to:

Approve the annual budget
Expend funds allotted in the approved budget
Authorize non-budgeted expenditures not to exceed $1000 (monetary amount) without prior approval of the membership

Section 4. Fiscal Year & Annual Financial Statements

The fiscal year of the Chapter shall run from September 1 of one year to August 31 of the following year unless otherwise established by the Chapter Board.
The Chapter Board shall ensure that annual financial statements are prepared, approved by the Chapter Board, presented to members at the annual general meeting, and submitted as part of the Chapter Annual Report to the Association.

Section 5. Insurance

The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.

Section 6. Quorum

A majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting.

Article VIII. Chapter Committees

Section 1. Standing Committees

There shall be the following standing committees:

Membership
Education
Academic Relations
Certification
Audit
Long Range Planning
Bylaws

Section 2. Duties of Standing Committees

The Membership committee shall promote interest in the Chapter, and in the Association, and conduct an ongoing membership campaign. When requested by the Association, the local Chapter, through its membership committee, shall receive and forward applications for membership to the Association.
The Education Committee shall recommend and oversee seminars of professional education, except exam review courses.
The Academic Relations committee share, recommend and oversee actions to develop and maintain relationships with institutions of public and higher education designed to promote formal education related to IT audit and related disciplines and to promote student interest in the Chapter and the Association.
The certification committee shall assist the chapter certification exam coordinator(s) in promoting the Association’s certification examinations and professional designations locally, and shall provide assistance in planning and conducting Chapter’s exam review courses.
The Audit Committee shall have the duty of auditing the Chapter accounts at the close of the fiscal year and reporting to the Chapter Board and subsequently to the members at the annual general meeting. If the completion date of the audit will be after the annual general meeting, members are to be advised that they may request a copy of the audit letter, to be communicated to them upon completion. Members of the audit committee shall be appointed by the Chapter Board and should be selected in a manner so as not to have a conflict of interest (example: the Treasurer shall not be part of the audit committee).
The Long Range Planning Committee shall review the affairs of the Chapter and make recommendations to the Chapter Board and the Chapter members concerning ways and means by which the Chapter’s purpose given in Article II can be met. The committee shall consist of a chairperson appointed by the president plus at least four additional members approved by the Chapter Board. The term of office shall be one year. It shall be the duty of this committee to develop a strategic plan, to regularly review the adopted plan, and to prepare and submit plan amendments to the Chapter Board for adoption.
The Bylaws committee shall report to the Chapter Board and shall maintain the bylaws. The bylaws committee shall expedite the process of changing the bylaws in accordance with Article XI of the bylaws, assure that all proposed changes conform to any local laws, examine the consistency of the proposed change with other provisions of the bylaws and with those of the Association, and suggest wording for proposed changes.

Section 3. Special Committees

Other committees may be created as necessary by the Chapter Board.

Article IX. Indemnification

The Chapter shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request or by its election as a director or officer of another corporation, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or a director or officer of the corporation or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in performance of duty and to such matters as shall be settled by agreement predicated on existence of such liability.

The indemnification provided hereby shall not be deemed exclusive of any other rights to which anyone seeking indemnification may be entitled under any bylaw, agreement, vote of members, or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Article X. Dissolution

If dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by a two-thirds vote of the chapter membership after ten days notice has been mailed to each member. In the event of dissolution, the Chapter shall notify the Chief Executive Officer of the Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter or Association documents to International Headquarters. All net assets shall be distributed to other selected ISACA chapters, or to a welfare, education, or civic project designated by the Chapter membership, pursuant to Section 501 (c) of the US Internal Revenue Code with the approval of the Association’s International President and Chief Executive Officer.

Article XI. Parliamentary Authority

The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the chapter in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules the chapter may adopt.

Article XII. Amendment of Chapter Bylaws

The Chapter Board shall approve all suggested bylaw changes and forward them to the Membership Division of the Association, with changes indicated. The Association must give approval to all bylaw changes prior to them being submitted for a vote by chapter membership.

Chapter bylaw amendments will be approved, at any chapter meeting, by a two-thirds vote, provided that the amendment has been submitted in writing at the previous meeting, or has been mailed or e-mailed or otherwise made available to the entire Chapter membership at least ten days prior to the meeting at which it will be considered. The Membership Division of the Association will be advised that the Bylaw amendments have been approved and will be sent a copy of the approved version of the Bylaws.

The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter must ensure the compliance of the bylaws with the Association's bylaws and any applicable country or state requirements.

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