ISACA CALGARY CHAPTER BYLAWS
Effective: January 22, 2022
Article I. Name
Information Systems Audit and Control Association (Calgary Chapter), hereinafter referred to as “Chapter,” is a chapter affiliated with the Information Systems Audit and Control Association, Inc. (ISACA), hereinafter referred to as the “Association.” Although the Chapter is affiliated with the Association and is subject to the Chapter Affiliation Agreement and other directives of the ISACA Board of Directors, the Chapter is a legally independent entity from the Association as well as any other association, enterprise, or entity, and is responsible for its own legal and administrative affairs, including compliance with all applicable laws and regulations.
Article II. Purpose
The primary purpose of the Chapter is to promote the education of individuals and provide networking opportunities 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, cybersecurity, privacy, 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, cybersecurity, privacy, control, and assurance;
- To encourage an open exchange of IT governance, IS audit, cybersecurity, 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, cybersecurity, privacy, control and assurance that can be of benefit to them and their employers;
- To communicate to management, auditors, universities, and IS professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources; and
- To support the Association’s professional certifications and certificates.
Article III. Membership and Dues
Section 1. Membership Types and Qualifications
Membership in the Association is a requirement for membership in a Chapter. Membership types in the chapter will mirror membership types in the Association. Any member of the Association shall be eligible for membership in the Chapter with the same membership type, subject to rules established by the Association Board. Only the Association Board of Directors has the right to add or remove membership types in the Association. Membership types in Chapter are:
- Professional Member—Any individual with a professional membership in the Association. Professional members of the Chapter shall be entitled to vote and to hold office at the Chapter level.
- Retired Member—Any member of the Association, who presents proof of retirement status, subject to rules established by the Association Board. Retired members of the Chapter shall be entitled to vote and hold office at the Chapter level.
- Student Member—Any member of the Association who is a 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 of the Chapter shall be entitled to vote and hold office at the Chapter level.
- Recent Graduate—Any member of the Association 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
- Potential members shall:
- Meet the requirements of membership as outlined in Article III, Section 1.
- Complete an Association membership application form.
- Pay required Chapter and Association dues to the Association.
- Follow the Code of Professional Ethics of the Association.
- Membership in the Chapter shall be conferred upon an individual when the Association has accepted the membership application and received the required Association and chapter dues, for that individual.
Section 3. Dues
- Association and Chapter dues must be paid annually, in full, to the Association. Amount of Chapter dues shall be determined by the Chapter Board of Directors.
- A member shall forfeit membership in the Chapter and Association, if dues have not been paid to the Association or Chapter in compliance with terms set by the Association Board of Directors, as required.
- Resignation—Any member who resigns shall not be entitled to a refund of his/her annual Association or Chapter dues.
Section 4. Member Termination
Only the Association has the authority to terminate Association and Chapter membership of an individual. Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the Chapter.
Article IV. Chapter Meetings
Section 1. Regular Meetings
Regular meetings of the Chapter membership shall be held at least 2 per year, 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 at least 4 per year, unless otherwise ordered by the Chapter Board.
Section 1_. Annual General Meeting (AGM)
The annual general meeting shall be held in January 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 AGM shall be determined by the Chapter Board.
The AGM may be held in-person or electronically, as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold a meeting electronically shall be approved by the Chapter Board.
Section 2. Special Meetings
Special meetings may be called by the President, the Chapter Board or upon written request by 20 of the members. The purpose of the meeting shall be stated in the call.
Section 3. Electronic Meetings
Chapter meetings and educational sessions may be held in-person or electronically, as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold a meeting electronically shall be approved by the Chapter Board.
Section 4. In-person or Electronic Voting (NOT elections)
- Any action that may be taken at any meeting of members may be taken without a meeting, if the Chapter delivers a ballot to every member entitled to vote on the matter.
- The method of delivering the ballot may be by hand delivery, postal mail, email or via secured and validated electronic/internet-based tools.
- A ballot must:
- Set forth each proposed action; and
- Provide an opportunity to vote for or against each proposed action.
- Approval by ballot pursuant to this section will be valid only when the number of votes cast by ballot equals or exceeds the required quorum, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter.
- All solicitations for votes by written ballot must:
- Be preapproved by the Chapter Board or the membership at a Chapter meeting;
- Indicate the number of responses needed to meet the quorum requirements;
- State the percentage of approvals necessary to approve each matter;
- Specify a reasonable time by which a ballot must be received by the Chapter in order to be counted; and
- 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, in-person or electronically, shall be 15 members. In absence of quorum, the meeting will be adjourned, and reconvened one week later, unless otherwise determined by the chapter board. The new date and time will be communicated to members
Section 6. Act of the Membership
As long as a quorum is present, 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 15 days in advance of the AGM. Members shall be notified at least 10 days in advance of any regular meetings or special meetings. Notification may be by postal mail, email, or telephone.
Article V. Chapter Officers
Section 1. Chapter Officers
The Officers of the Chapter shall be 12 in number, constituting:
President, Vice President, Secretary, Treasurer, Immediate Past President, and 7 directors: Membership Director, Program Director, Certification Director, SheLeadsTech Director, Education Director, Communication Director, Marketing Director
Section 2. Term of Chapter Officers
- The Chapter Officers, except the Immediate Past President, shall be elected for a term of two years, 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 AGM at which they are elected.
- No member shall hold more than one Chapter office(s) at a time, and no member shall be eligible to serve more than two consecutive full terms in the same Chapter office.
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;
- Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement;
- Appoint all committee chairpersons and members, except for the Nominating Committee, with approval of the Chapter Board;
- Be an ex-officio member of all committees, except the Nominating Committee;
- Ensure the chapter is represented by a chapter leader at all ISACA chapter leadership events. Attendance of individual(s) should be approved by the chapter board.
- 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 AGM; such report to consist of reports from various Chapter officers and committees;
- Maintain communications with the Association and respond to Association inquiries;
- Complete/submit the required annual Compliance documentation to the Association within 30 days after the Chapter’s AGM;
- Supervise budgetary matters and proper internal control of finances;
- Execute agreements authorized by the Chapter Board of Directors;
- Ensure Chapter trainers for ISACA certifications are accredited by ISACA; and
- Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.
The Chapter Vice President shall:
- In the absence of the Chapter president, preside at meetings of the Chapter and the Chapter Board;
- In the event the president is absent or unable, perform the duties of the President;
- In the event of a vacancy in the office of President, assume the office of President; and
- Perform other duties as pertain to this office.
The Chapter Secretary shall:
- Take minutes of the meetings of the Chapter Board, membership meetings, and AGM, 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 meetings, and
- 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;
- If received locally, remit dues to the Association as required;
- Submit a written report at each regular Chapter and Board meeting;
- Along with the President, authorize expenditures from, or transfers of funds from/to the Chapter’s US Dollar account held at the Association;
- Submit annual financial statements for presentation to the membership at the AGM;
- Submit books and records for audit, if/when required;
- File any and all required tax forms; and
- 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, and
- Perform other duties as pertain to this office.
The Membership Director shall:
- Coordinates the membership committee activities with other officers and chairs.
- Maintain data privacy, per chapter and ISACA policies, as well as local regulations (e.g., GDPR).
- Report on membership data at board and/or chapter meetings, as needed.
- Work with secretary, education and/or program committees/chairs to develop an annual survey that helps identify member needs.
- Contact members periodically to learn if ISACA and the chapter are meeting their needs; report findings to the chapter relations staff at ISACA.
- Prepare special invitations for meetings of significant/higher importance.
- Conduct and coordinate annual membership campaign with rest of board, with the goal of increasing chapter membership.
- Introduce ISACA to potential members (e.g., public accounting firms, banks, government agencies, universities, private industry, media, etc.).
- Respond to correspondence regarding membership.
- Work with marketing director to develop strategies for growth, retention, etc.
- Identify ways the chapter can recognize members who have achieved the platinum, gold, silver, or bronze levels of membership.
The Program Director shall:
- Coordinate the program committee activities with other officers and chairs.
- Helps write/review annual chapter membership survey results to identify potential seminar and workshop topics.
- Plan and present a minimum of four seminars or workshops per year on topics of interest to the members.
- Plan and present a minimum of two social or networking events per year.
- Check ISACA Global’s workshops/training available to avoid duplicitous work/overlap in schedules and topics.
- Develop an event (e.g., seminar, workshop, or conference) budget. Presents budget to the chapter board.
- Coordinate seminars, workshops, and conferences with the education committee to ensure member needs are met.
- Prepare a summary of seminar/workshop activities to provide event highlights to members who could not attend the session. Recognizes individuals who pass an exam and/or obtain a certification.
The Certification Director shall:
- Coordinate the certification committee activities with other officers and chairs.
- Know and understand ISACA’s certifications and policies.
- Assist candidates in preparing for the certification examination(s).
- Recognize individuals who pass an exam and/or obtain a certification.
- Assist exam passers with his/her application for certification.
- Promote ISACA's CPE policy.
- Publicize ISACA’s certification programs within and outside the chapter.
- Share feedback from trainers and/or candidates with ISACA for the purpose of enhancing future editions of the respective publications.
The SheLeadsTech Director shall:
- Serve as the liaison between the SheLeadsTech program lead at One In Tech and the local chapter.
- Create strategy and plans for SheLeadsTech programming at the chapter level.
- Promote SheLeadsTech events created by One In Tech and other chapters.
- Serve as the “face” of the SheLeadsTech program at the chapter level, including presentations to the chapter board, at chapter events, and to outside organizations.
- Help fill volunteer roles for SheLeadsTech events.
- Create an atmosphere of inclusion and acceptance.
- Embrace the SheLeadsTech mission.
The Education Director shall:
- Develop, with help/guidance from the vice president, monthly topic lists and annual education budget for submission to the chapter board.
- Coordinate education committee activities with other officers and chairs.
- Arrange and recommend interesting, informative topics that will contribute to the personal and professional growth of the membership.
- Identify speakers or panel/workshop leaders for each meeting.
- Locate speakers from other chapters and/or other organizations (e.g., federal law enforcement, police departments, professional organizations, local companies, local employers).
- Provide a minimum of one “standby” program for the current year, in the event of an emergency/no show.
- Build a library of program topics, course materials and speakers.
- Survey members to determine topics of interest.
The Communication Director shall:
- Coordinate the communication committee activities with other officers and chairs.
- Notify chapter members and other interested parties of chapter events.
- Oversee the chapter website.
- Be responsible for all internal chapter communications, including, but not limited to, the publication of a monthly newsletter.
- Encourage member articles in association publications.
- Encourage local press coverage of chapter activities.
- Distribute copies of publicity placements (e.g., articles, news releases, blog posts) to members of the chapter and ISACA Global, as appropriate.
The Marketing Director shall:
- Assess third parties for eligibility of sponsorship by the chapter.
- Serve as a liaison with third parties that request chapter sponsorship or advertising of their events to the chapter membership.
- be responsible for assisting with publicity for chapter events and as deemed appropriate by the chapter board, for interacting with media contacts to obtain coverage of chapter events.
- Act as liaison to local colleges and universities.
- Create relationships with university and college contacts.
- Set and implement at government relations strategy that is aligned to ISACA Global’s government relations strategy.
- Act as liaison between ISACA Global Government Relations (Emily Bastedo) and the chapter.
Section 4. Chapter Officer Vacancies
- If the membership of a Chapter officer terminates for any reason, that individual’s position as Chapter officer shall automatically become vacant.
- If a vacancy occurs in the office of President, the vacancy shall be filled by the Vice President.
- If a vacancy occurs in any office, except that of Immediate Past President or President, the vacancy shall be filled by Chapter Board vote.
- If a vacancy occurs in the office of Immediate Past President, the position shall remain vacant until filled by routine succession. A previous past president would not fill this role.
Article VI. Nominations and Elections
Section 1. Chapter Nominations
- A Nominating Committee of minimum 3 members shall be:
Elected by the Chapter Board at their October meeting.
- The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for offices to be filled at the AGM
- The Nominating Committee shall report to the membership at the regular meeting in January.
- Nominations from the floor shall be permitted prior to the election.
- Each candidate shall have consented to serve and shall have completed/signed a Willingness to Serve agreement and Conflict of Interest form. These documents should be retained electronically in a location that is determined and accessible by all members of the Chapter board.
Section 2. Chapter Elections
- Chapter officers shall be elected by ballot.
- In the event there is only one candidate for any office, voting on that office may be by voice if the elections are done in-person.
- In the case of an emergency, such as a local, regional, national, or international disaster, pandemic, or state of emergency, the Chapter Board of Directors may determine that elections will be held electronically using a secure online voting tool (e.g., www.eballot.com, www.electionrunner.com, www.votenet.com) and following the election rules as determined by local law and the Chapter Board of Directors.
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:
- Supervise the affairs and conduct the business of the Chapter;
- Make recommendations to the membership;
- Hold Chapter Board meetings at least 4 meetings per year 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 7 members of the Board. Notice must be given to Chapter Board members at least 48 hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting;
- Regular or special meetings of the Chapter Board may be held electronically, as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold electronic Chapter Board Meetings shall be approved by the Chapter President or the Chapter Board. 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.
- Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter, and in compliance with local law.
Section 3. Financial Authority
The Chapter Board shall have the authority to:
- Approve the annual budget.
- Expend funds allotted in the approved budget.
Section 4. Fiscal Year & Annual Financial Statements
- The fiscal year of the Chapter shall run from June 1 to May 31unless otherwise established by the Chapter Board.
- The Chapter Board shall ensure that annual financial statements are prepared and verified or audited—as required by local law and/or these chapter bylaws—by an individual(s), who is NOT a member of this chapter. The verification or audit will be approved by the Chapter Board, presented to members at the AGM, and submitted annually to the Association as part of compliance reporting.
Section 5. Insurance
The Chapter Board shall carry adequate insurance coverage at all times to insure the risk associated with the Chapter’s activities. The Chapter shall hold the Association harmless from any lawsuits, damages, other expenses or liabilities, arising out of the activities of the Chapter.
Section 6. Quorum
The quorum for any regular or special meeting of the Chapter Board shall be a majority of the voting members of the Chapter Board.
Section 7. Removal
- Any Officer who fails to attend 3 Chapter Board meetings within a year and/or 3 committee meetings (as applicable) within a 12-month period may be brought before the Chapter Board of Directors and may be removed from office by a majority vote of the Chapter Board.
- Any Officer may be removed, with or without cause, at any meeting of the Chapter Board of Directors, by a majority vote of the members of the Chapter Board. Any Officer being considered for removal from the Chapter Board of Directors shall have the right to be heard by the Chapter Board before an official vote is taken.
Article VIII. Chapter Committees
Section 1. Standing Committees
There shall be the following standing committees: program, membership, education, certification, audit, long-range planning, bylaws.
Section 2. Duties of Standing Committees
- The program committee shall develop and implement the Chapter training and development events for the year.
- 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 certification committee shall assist the Chapter certification exam coordinator(s) in promoting ISACA’s certification examinations and professional designations locally.
- 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 AGM. If the completion date of the audit will be after the AGM, 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 Chapter bylaws committee 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.
The bylaws committee shall report to the Chapter Board. The bylaws committee shall expedite the process of changing the Chapter bylaws in accordance with Article XII of the Chapter bylaws, examine the consistency of the proposed change with other provisions of the Chapter bylaws and with those of the Association, and suggest wording for proposed changes. The bylaws committee shall, before submitting a proposed Chapter bylaws amendment to ISACA, ensure all proposed changes conform with local law.
Section 3. Special Committees
Other committees may be created as necessary by the Chapter Board.
Section 4. Meetings
Chapter committee meetings may be held in-person or electronically, as long as all participants can simultaneously hear each other and participate during the meeting.
Article IX. Indemnification
Chapter shall indemnify, hold harmless, and defend ISACA and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors and permitted assigns (“ISACA Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, lawsuits, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees, and the costs of enforcing any right to indemnification under the Chapter Affiliation Agreement and the cost of pursuing any insurance providers, incurred by the ISACA Indemnified Parties, arising out of or relating to any claim of a third party (“Claim”).
Article X. Dissolution
If dissolution of the Chapter becomes inevitable, these chapter bylaws must be rescinded by a two-thirds (2/3) vote of the Chapter membership present and voting at a Chapter Meeting after ten (10) days’ notice has been provided via postal mail or email 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 ISACA Global/the Association. 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 the regulations of Canadian Revenue Agency with the approval of the ISACA Board Chair 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
In conjunction with the Chapter Bylaws Committee, the Chapter Board shall approve all suggested bylaw changes and forward them to the Association, in English, with changes indicated. The Association must give written approval to all bylaw changes prior to them being submitted for a vote by Chapter membership.
Chapter bylaw amendments can be approved at any Chapter meeting by a two-thirds (2/3) vote of the Chapter Members present and voting, provided the amendment has been submitted in writing at the previous meeting, or has been mailed or emailed to the entire Chapter membership at least ten (10) days prior to the meeting at which it will be considered. The Chapter Board should advise the Chapter Relations team at the Association after the bylaw amendments have been approved by the membership and send a copy of the final, approved version of the bylaws. If the bylaws were approved in a language other than English, an English translation of the same should be provided. If translation expenses are prohibitive, the Chapter can request the Association have the Chapter bylaws translated. Such request is subject to review and final approval by the Association.