Chapter Bylaws

Bylaws of ISACA Baton Rouge Chapter

Effective: 11/01/2018

Article I.   Name


The name of this non-union, non-profit organization shall be ISACA Baton Rouge Chapter, hereinafter referred to as “Chapter”, a Chapter affiliated with the Information Systems Audit and Control Association (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:

  1. 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;
  2. To encourage an open exchange of IT governance, IS audit, security, control, and assurance techniques, approaches, and problem solving by its members;
  3. 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;
  4. 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
  5. 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.


  1. 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.
  2. 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.
  3. 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.
  4. Recent Graduate — Individuals who graduated within the last two years from a recognized college or university, subject to rules established by the Association Board. Recent Graduate members shall be entitled to vote and hold office at the Chapter level.


Section 2.   Admission


  1. 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.
  2. Membership in the Association shall be conferred upon an individual when the Association has accepted the membership application and received the required Association dues, fees, and assessments for that individual.


Section 3.   Dues

  1. Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board, plus Association dues. Dues and fees must be paid in full to ISACA International. A member shall forfeit membership if dues, fees or assessments have not been paid to the Association in compliance with terms as set by the ISACA Board of Directors and to the Chapter as required.
  2. Resignation — Any member who resigns shall not be entitled to a refund of his/her annual membership dues.
  3. Chapter dues for students may be waived / adjusted at the discretion of the Chapter Board.


Section 4. Termination and Suspension

  1. Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the Chapter.
  2. A person whose membership in the Association has been suspended shall not be deemed a member of the Chapter during the period of suspension.


Article IV.   Chapter Meetings  


Section 1. Regular Meetings

Regular meetings of the Chapter membership shall be held at a minimum Quarterly - unless otherwise ordered by the Chapter Board and shall be for the purpose of conducting the regular business of the chapter.


Section 2. Educational sessions

Educational sessions of the Chapter membership shall be held a minimum Quarterly unless otherwise ordered by the Chapter Board.


Section 2.   Annual General Meeting          

The annual general meeting shall be held in November, unless noted otherwise by majority Board vote and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.


Section 3_.   Special Meetings       

Special meetings may be called by the President, the Chapter Board or upon written request by at a minimum three (3) of the members. The purpose of the meeting shall be stated in the call.


Section 4.   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 5.   Quorum for Chapter Meetings 

The quorum for any regular, annual general or special meeting shall be twenty-five (25) members. In absence of quorum, the meeting will be adjourned, and reconvened one week later.


Section 6.   Act of the Membership

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


Section 7.   Notification   

Members shall be notified thirty (30) days in advance of the annual general meeting. Members shall be notified at least ten (10) days in advance of any regular meetings or special meetings. 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 five (5) members in number, constituting: President, Vice President, Secretary, Treasurer, and another board member voted at discretion of the officers, and nine (9) of directors.


Section 2.   Term of Chapter Officers


  1. The Chapter Officers, except the immediate Past President, shall be elected for a term of 2 two year(s) 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 meeting at which they are elected.
  2. No member shall hold more than two (2) Chapter office(s) at a time, and no member shall be eligible to serve more than two consecutive terms in the same Chapter office, unless voted upon by majority of the Board and Officers.


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.


  1. The Chapter President shall:
  • Preside at meetings of the Chapter and the Chapter Board,
  • Appoint all committee chairpersons and members, with approval of the Chapter Board.
  • 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,
  • Serve as liaison and advisor in coordinating the activities of the local Chapter in support of the Association,
  • 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 enquiries,
  • 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, and
  • Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.


  1. 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, and
  • Perform other duties as pertain to this office.


  1. 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,
  • 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, and
  • Perform other duties as pertain to this office.


  1. 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 report at each regular meeting,
  • 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, and
  • Perform other duties as pertain to this office.


  1. The Immediate Past President of the Chapter shall:
  • Provide advice and guidance to the new President and Chapter Board, and
  • Perform other duties as pertain to this office.
  • Attends BOD meetings.


  1. The Communications Director shall:
  • Maintain electronic lists of members and guests,
  • Responsible for defining managing, and reporting on overall budget for all communications activities
  • Forward information on events and other pertinent information to e-mail lists,
  • Identify and use other means of disseminating information about events and the chapter, where appropriate,
  • Coordinate with Webmaster and Membership Director to push out chapter communications in a timely manner.
  • Responsible for regular Chapter Survey content for distribution via WebMaster.
  • Perform other duties as pertain to this office.
  • Establish the Associate Communications position that is responsible for social media presence to disseminate chapter news, events, on social media.
  • Maintain and archive all chapter communications, media, and member facing communications.  


  1. The Membership Director shall:
  • Maintain accurate lists of membership
  • Responsible for defining managing, and reporting on overall budget for all Membership activities
  • 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, and
  • Perform other duties as pertain to this office.


  1. The Certification Director shall:
  • Maintain resource material related to ISACA’s certifications,
  • Responsible for defining managing, and reporting on overall budget for all Certification activities
  • Promote ISACA’s accreditations within the Chapter membership, including exam preparation sessions,
  • Maintain exam participation rate to sustain the local area as an exam writing site,
  • Report to Chapter Board on exam results,
  • Act as a liaison between exam participants and the Association, and
  • Perform other duties as pertain to this office.


  1. The Webmaster shall:
  • Shall maintain the chapter website and serve as chapter liaison for electronic communications
  • Responsible for defining managing, and reporting on overall budget for all website activities
  • Shall collaborate with the Communications Director for site content and relevancy
  • Troubleshoot any tech issues and explore other means for effective outreach and communication to members
  • Responsible for setting up emails, and provisioning access to electronic Chapter resources.
  • Assists the Communications Director to distribute regular Chapter Surveys.


  1. The Marketing Director shall:
  • Conduct general  marketing and publicity of the Chapter, ISACA’s certifications, COBIT, the Association, and any other new initiative, 
  • Coordinate initiatives involving partnerships and alliances,
  • Establishing and implementing a marketing plan for each year
  • Responsible for defining managing, and reporting on overall budget for all marketing activities
  • Coordinate with Webmaster and Communications Director to push out chapter communications in a timely manner.
  • Acquire any required marketing materials from ISACA International as authorized by the Chapter Board,
  • Exercise general policy control and direction of any mail-out kits, publications, editorial or advertising which the Chapter may issue, authorize or sponsor under the direction of the Chapter Board, and
  • Perform other duties as pertain to this office.


  1. The Sponsorship Director shall:
  • Obtain sponsorships from Vendors for ISACA seminars, events, activities.
  • Responsible for defining managing, and reporting on overall budget for all sponsorship activities
  • Responsible for building and maintaining relationships with new and existing sponsors for events.
  • Serve as liaison for vendors on event related matters
  • Prepare nametags materials, notebooks, packages, gift bags, registration lists, seating cards etc
  • Collaborate with the Marketing Director and Treasurer to obtain vendor donations


  1. The Academic Relations Director shall:
  • Provide liaison with academic institutions,
  • Responsible for defining managing, and reporting on overall budget for all Academic Relations activities
  • Establish opportunities to brief appropriate classes of academic institutions on ISACA, CISA, CISM, CGEIT and IT governance,
  • Coordinate scholarship initiatives approved by the Chapter Board,
  • Liaise with appropriate professors, and where appropriate take steps to establish an “Academic Advocate” program in local academic institutions, and
  • Perform other duties as pertain to this office.


  1. The Programs Director shall:
  • Contribute to the work of the Chapter Board on a wide variety of topics and projects, as directed by the President and Chapter Board.
  • Ensure the creation of a Program Committee to execute programs for the Chapter Year.
  • Responsible for planning and execution of programs for the Chapter Year.
  • Responsible for defining managing, and reporting on overall budget for all Programs activities
  • Ensure committee objectives are provided to the Chapter Board and posted within the Chapter website. Changes are discussed with the Board.
  • Ensure that required tasks and initiatives are adequately staffed and appropriate deadlines are met.
  • Provide at a minimum to the chapter board a monthly written status report and any challenges should be immediately disclosed to the Board.


Section 4.   Chapter Officer Vacancies


  1. If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.
  2. If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board.
  3. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.
  4. 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


  1. Nominations shall be open, and will be declared open by the president at the regular meeting in the month of October Nominations will then be accepted from the floor from any member of the Chapter.
  2. Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest


Section 2.   Chapter Elections


  1. Officers shall be elected by ballot.
  2. In the event there is only one candidate for any office, voting on that office may be by voice.


Article VII.   Chapter Board


Section 1.   Composition of the Chapter Board


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


Section 2.   Duties


The Chapter Board shall:

  1. Supervise the affairs and conduct the business of the Chapter between business meetings
  2. Make recommendations to the membership
  3. Be subject to the orders of the membership
  4. Have regular Chapter Board meetings at least Quarterly at a time and place determined by the Chapter Board. Special meetings of the Chapter Board may be called by the President, and shall be called upon the written request of three (3) members of the Board. Notice must be given at least 48 hours before a Special Meeting of the Chapter Board. 
  5. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter
  6. 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:


  1. Approve the annual budget [Expend funds allotted in the approved budget


Section 4.   Fiscal Year & Annual Financial Statements


  1. The fiscal year of the Chapter shall run from January 1st to December 31st unless otherwise established by the Chapter Board.
  2. 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.


Section 7.  Removal

  1. Any member of the Board of Directors who fails to attend three (3) board meetings within a year or three (3) committee meetings within a year will be brought before the Board and may be removed from office by a majority vote of the Board of Directors.
  2. Any board member may be removed with or without cause, at any meeting of the Board, by a majority vote of the members of the Board of Directors then serving.
  3. Any board member being considered for removal from the Board shall have the right to be heard by the Board before an official vote is taken.


Article VIII.   Chapter Committees  


Section 1.   Program Committee   


There shall be a Program Committee with the objective of developing and implementing the Chapter training and development events for the year.


Section 2.   Special Committees     


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 two-thirds (2/3) vote of the chapter membership after ten (10) 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 welfare, education, or civic project designated by the Chapter membership, pursuant to Section 501 (c) of the US Internal Revenue Code 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 (2/3) vote, provided that the amendment has been submitted in writing at the previous meeting, or has been mailed or e-mailed to the entire Chapter membership at least ten (10) 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.