Chapter Bylaws


Bylaws of Central Arkansas Chapter ISACA

Effective:  April 2014

Article I. Name

The name of this non-union, non-profit organization shall be the Central Arkansas Chapter (hereinafter referred to as “Chapter”), a Chapter affiliated with international organization, 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

The primary purpose of the Chapter is to promote the education of individuals for the improvement and development of their capabilities relating to individual contribution or management  in the fields of IT governance, audit, security, control, risk, 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, audit, security, control, risk, and assurance;
  • To encourage a free exchange of IT governance, audit, security, control, risk, and assurance techniques, approaches, and problem solving by its members;
  • To promote communication within the membership to keep individual members aware of current events in the fields of IT governance, audit, security, compliance, risk, and assurance that may be beneficial to individual members, their employers, and the overall community of central Arkansas;
  • To communicate to individuals, management, business organizations, universities, and other central Arkansas communities the importance of controls in assuring 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.

  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. Active members shall be entitled to vote and 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. Proof of enrollment shall be submitted annually to the Association.  Student members shall be entitled to vote and hold office at the Chapter level.

Section 2.          Admissions

  1.  Potential members shall:
    1. Meet the requirements of membership as outlined in Article III, Section 1.
    2. Complete an Association membership application form.
    3. Pay required dues to the Chapter and the Association.
    4. Follow the Code of Professional Ethics of the Association.
    5. Agree to abide by the Chapter’s Code of Conduct.
  2.  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

  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.
  2.  A member whose dues are in arrears for more than 60 days shall no longer be deemed a member.
  3.  A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.

Article IV.  Chapter Meetings

Section 1.          The regular meetings of the Chapter shall be held on the second Tuesday of each month, unless otherwise ordered by the Chapter Board.

Section 2.          The regular meeting in May shall be known as the annual general meeting and shall be for the purpose of electing and installing officers, receiving reports of officers and committees, and for any other business that may arise.

Section 3.          Special meetings may be called by the President or by the Chapter Board and shall be called upon written request by three members.  The purpose of the meeting shall be stated in the call.  Except in cases of emergency, at least five days notice shall be given.  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 4.          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 except in case of emergency. Notification may be made via paper mail or electronic means.

Section 5.          18 members of the membership shall constitute a quorum at any regular, annual general or special meeting.

Section 6.          The affirmative vote of the majority of the members present at a regular or special meeting at which a quorum is present shall constitute an act of the members.

Article V. Chapter Officers

Section 1.          The officers of the Chapter shall be 12 in number, constituting: President, Vice President, Secretary, Treasurer, Academic Coordinator, Event Coordinator, Program Coordinator, immediate Past President, and 4 Directors shall be the Chapter Officers.

 Section 2.          Term of Chapter Officers

  1. The Officers, except the immediate Past President, shall be elected annually 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 annual meeting at which they are elected.
  2. Officer terms shall be structured such that the Chapter maintains a succession strategy within its leadership chain for the benefit of the membership, retaining knowledge and vision, and ensuring the stability of the Chapter. Officer election cycles are as follows:
    1. The President, Vice President, Academic Coordinator, Program Coordinator, and two Directors shall be elected at the annual meeting in odd numbered years.
    2. The Secretary, Treasurer, Event Coordinator, and two Directors shall be elected at the annual meeting in even numbered years.
  3. No member shall hold more than 1 Chapter office at a time.
  4.  No member shall be eligible to serve more than two consecutive terms in the same Chapter office, unless the position is uncontested.

Section 3.          Duties of Chapter Officers

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

  1. The Chapter President shall:
    • Preside at all meetings of the Chapter and the Board;
    • Appoint, with the approval of the Chapter Board, all committee chairpersons and committee members;
    • 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;
    • Maintain communications with the Association and respond to Association inquiries;
    • Be responsible for submission of the chapter annual report 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.
  2. The Chapter Vice President shall:
    • Perform the duties of the President in the event of his/her absence or disability;
    • Chair the education committee; and
    • Perform other duties as pertain to this office.
  3.  The Chapter Secretary shall:
    • Take minutes of the meetings of the Chapter Board and membership meetings and maintain the files of previous minutes for at least 5 years;
    • Maintain accurate lists of the membership and attendance records;
    • Be responsible for the legal affairs, Chapter reports, and communications and correspondence pertaining to the Chapter;
    • Chair the website committee;
    • Assist the President in the administration of Chapter membership meetings; and
    • Perform other duties as pertain to this office.
  4.  The Chapter Treasurer shall:
    • Be custodian of Chapter funds;
    • Receive all monies and disburse funds only upon the sanction of the Chapter Board, or the Chapter membership;
    • Remit dues to the Association as required;
    • Submit a written report at each regular meeting;
    • Submit annual financial statements for presentation to the membership at the annual general meeting;
    • Submit books and records for audit;
    • File any and all tax forms required;
    • Verify monthly meeting venues with the Program Coordinator to finalize reservation requirements; and
    • Perform other duties as pertain to this office.
  5.  The Academic Coordinator shall:
    • Engage and communicate with the head of the Information Technology, or similar, departments of the colleges and universities that reside within the Central Arkansas region;
    • Promote the chapter to department heads and students for the purposes of introducing them to ISACA and recruiting students and appropriate faculty as members;
    • Work in the capacity of liaison between the Chapter and the various colleges and universities within the Central Arkansas region; and
    • Perform other duties as pertain to this office.
  6.  The Event Coordinator shall:
    • Be responsible for planning, coordinating, and implementing two to four Chapter-sponsored events each year. These events can be ISACA-specific or coordinated with other professional entities located in the Central Arkansas region so long as they benefit the Chapter membership;
    • Work with the Program Coordinator to ensure congruity between special events and monthly programs;
    • Head up all marketing of the Chapter; and
    • Perform other duties as pertain to this office.
  7.  The Program Coordinator shall:
    • Be responsible for identifying and acquiring speakers for all monthly meetings;
    • Have primary responsibility for identifying and reserving venues for monthly meetings;
    • Develop an educational program to ensure that monthly topics are relevant to the broad range of professional backgrounds within the Chapter;
    • Work with the Event Coordinator to market Chapter events and dovetail Chapter events and monthly meetings; and
    • Perform other duties as pertain to this office.
  8.  The immediate Past President of the Chapter shall:
    • Serve in an advisory capacity to the President; and
    • Perform other duties as pertain to this office
  9.  The Director shall:
    • Primarily serve in an advisory capacity to the named Board Officers to ensure that activities and programs developed for the Chapter are congruent with the Chapter’s bylaws and the needs of the membership.

  Section 4.          Chapter Vacancies

  1.  If a vacancy occurs in the office of President, the Vice President will assume the duties of President until the next scheduled election for the office or until a special interim election can be held in accordance with Article IV Section 3.
  2. If a vacancy occurs in the office of immediate Past President, the vacancy shall remain until filled by routine succession.
  3. If a vacancy should occur in any office, except that of the President or immediate Past President, the vacancy shall be filled by Chapter Board appointment until the next scheduled election of that office. The President vacancy will be filled by the current Vice President and the board will appoint a new Vice President.
  4. Chapter Officers must maintain their membership throughout their entire term of office.

Section 5.          Chapter Officer Removal 

  1. A Chapter Officer shall be removed from his or her Chapter Officer position who has knowingly:
    • Violated either the Bylaws of the Chapter or the Bylaws of the Association as determined by the Association;
    • Violated the Code of Professional Ethics of the Association as determined by the Association;
    • Failed to attend, excluding any excused absences, a minimum of either two (2) Chapter Board meetings in a single calendar year or 25% of regularly scheduled monthly Chapter meetings in a single calendar year;
    • Been removed previously from the Chapter Board, other than due to resignation;
    • Been convicted of a felony crime. In the case of an indictment for a felony crime, the Chapter Board shall suspend all Chapter Officer responsibilities and privileges currently held by that Chapter Officer, including the right to stand for upcoming election, until the matter is resolved of that Chapter Officer’s term expires, whichever occurs first; or
    • Been declared of unsound mind for a final court order.
  2. A Chapter Officer who comes under the Chapter Officer Removal process shall be granted the opportunity to respond to any request for removal from office. The Chapter Board must give consideration to the response.
  3.  Removal from office requires a 51% affirmative vote by the Chapter Board.
  4.  Removal of any Chapter Officer shall also constitute removal of that individual from any Committee or other Chapter Board-related position.
  5.  Removal of a Chapter Officer is final and shall cancel all rights, interests, or privileges of removed Chapter Officer in the services or resources of the Chapter. This does not expel the Chapter Officer in question from membership in the Chapter or Association.

Article VI. Nominations and Elections

Section 1.          Chapter Nominations

  1. A Nominating Committee of at least 2 members shall be selected by the Chapter Board at least 30 days prior to the annual general meeting.
  2. The Nominating Committee shall solicit nominations from the Chapter membership and shall nominate candidates for offices to be filled at the annual general meeting.
  3. The Nominating Committee shall initiate the election by ballot at least 2 weeks prior to the annual general meeting.
  4. Nominations from the floor shall be permitted prior to the election, if the candidate consents to serve.
  5. Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form.
  6. Nominees for President shall have previously served on the Chapter Board.

Section 2.          Chapter Elections

  1.  Officers shall be elected by ballot. Paper or electronic means may be used for the purposes of election voting.
  2. In the event there is only one candidate for any office, voting on that office may be by voice.

Article VII.         Chapter Board of Directors

Section 1.          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.

Section 2.          Duties

The Board of Directors 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.  Meet at least semi-annually at a time and place determined by the Chapter Board.
  5.  Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.
  6.  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.          Authority

The Chapter Board shall have the authority to:

  1.  Expend funds allotted in the approved budget.
  2.  Authorize non-budgeted expenditures not to exceed $1000 without prior approval of the membership.
  3.  Approve the annual budget.

Section 4.          Quorum - A majority of the Chapter Board shall constitute a quorum.

Section 5.          Action - The affirmative vote of the majority of directors present at a meeting at which a quorum is present shall constitute an act of the Chapter Board.

Section 6.          Insurance - The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.

Section 7.          Fiscal Year & Financial Statements – The fiscal year of the Chapter shall run from June 1 to May 31 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.

Article VIII. Chapter Committees

Section 1.          There shall be the following standing committees:  education, nominating, and website.

The following committees are recommended: membership, certification, audit, long range planning, and bylaws.  Special committees may be created as necessary by the chapter membership or the Chapter Board.

Section 2.          Duties of committees

  1. 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.
  2. The Education Committee shall recommend and oversee seminars and programs of professional education, except exam review courses.
  3. The Certification Committee shall assist the chapter certification coordinator(s) in promoting the certification examinations and professional designations locally, and shall provide assistance in planning and conducting chapter’s exam review courses.
  4. The Audit Committee shall be appointed by the Chapter Board whose duty shall be to audit the Chapter accounts at the close of the fiscal year and to report at the annual general meeting.
  5. 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 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.
  6. The Bylaws Committee shall be appointed by the President and approved by the Board. The committee shall report to the Board and shall maintain the bylaws.  The Bylaws Committee shall expedite the process of changing the bylaws in accordance with Article IX 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.
    The Website Committee is responsible for updating and maintaining the website, reviewing the hosting contract or environment and domain registration annually, and submit all necessary hosting to invoices or fees to the Treasurer for payment.

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

To effect dissolution of the Chapter, these bylaws must be rescinded by a 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 go to a welfare, education or civic project designated by the Chapter membership, pursuant to Section 501 (c) (6) of the US Internal Revenue Code, or the appropriate country governing code with the approval of the Association’s International President and Executive Director.

Article XI. Parliamentary Authority

The rules contained in the latest edition of Robert’s Rules of Order, Newly Revised may 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.