ISACA Central Maryland Chapter (ISACA-CMC) is led by a group of dedicated volunteers offering IT, information systems, security, and audit and financial professionals local educational events, resource sharing, advocacy, professional networking and a host of other benefits at the local level. During its fiscal years July 1st to June 30th, ISACA-CMC offers a monthly training event with 3 to 7 CPEs from September to May and one to two 2-3 day seminars during the spring and fall seasons. Unless otherwise stated, member prices for these training events are available for all ISACA, ISSA, AGA, and CFE members. In addition, retirees qualify for member prices. To gain a better understanding of the operation of our chapter and its purpose please review the ISACA By-Laws.
Bylaws of ISACA Central Maryland Chapter
Effective: 6/24/2021
Article I. Name
ISACA Central Maryland Chapter, hereinafter referred to as “Chapter,” 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
Chapter’s Purpose
The primary purpose of the Chapter is to promote the education of individuals and provide network 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 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 the 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 membership 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. Educational sessions
Educational sessions of the Chapter membership shall be held at least 7 times per year, unless otherwise determined by the Chapter Board.
Section 2. Annual General Meeting (AGM)
The annual general meeting shall be held in June and shall be for the purpose of communicating the board position which term is ending and any open board positions, 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.
Section 3. 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 4. 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 5. 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 6. Quorum for Chapter Meetings
The quorum for any annual general or special meeting, in-person or electronically, shall be 40 members. In absence of quorum, the meeting will be adjourned, and reconvened within one month, unless otherwise determined by the chapter board. The new date and time will be communicated to members
Section 7. 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 8. Notification
Members shall be notified 30 days in advance of the AGM. Members shall be notified at least 10 days in advance of any special meeting. Notification may be by postal mail, email, or telephone.
Article V. Chapter Officers
Section 1. Chapter Officers
The Officers of the Chapter shall be 16 in number, constituting:
President, Vice President, Secretary, Treasurer, Immediate Past President, Asst Treasurer, Communications Director, Membership Director, Certification Director, Marketing Director, Arrangement Director, Registration Director, Special Events Director, Program and Education Director, SheLeadsTech Director, and Director-at-Large.
Section 2. Term of Chapter Officers
- The Chapter Officers, except the Immediate Past President, shall be elected for a term of 2 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 following fiscal period.
- No member shall hold more than 2 Chapter offices at a time, and no member shall be eligible to serve more than two consecutive 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, 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 enquiries;
- Be responsible for submission of the required annual Chapter compliance documentation to the Association within 30 days after the 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:
- 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;
- Assume the office of President in the event of a vacancy in the office of President; and
- Perform other duties as pertain to this office.
- The Chapter Secretary shall:
- Assist and take minutes of the Chapter Board meetings, 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 AGM and Board meeting;
- Along 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 AGM;
- Submit books and records for audit, when required;
- File any and all tax forms required; and
- Perform other duties as pertain to this office.
- The Chapter Assistant Treasurer shall:
- Support the Chapter Treasurer duties as directed.
- 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.
- The Communications Directors shall:
- Maintain electronic lists of members and guests, in accordance with local applicable privacy laws;
- Forward information on events and other pertinent information to email lists;
- Identify and use other means of disseminating information about events and the Chapter, where appropriate; and
- Perform other duties as pertain to this office.
- The Membership Director shall:
- Maintain accurate lists of membership, in accordance with local applicable privacy laws;
- Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy;
- Report on Chapter membership data from the Association;
- Coordinate plans for maintaining and increasing Chapter membership; and
- Perform other duties as pertain to this office.
- The Certification Director shall:
- Maintain resource material related to ISACA’s certifications;
- Promote ISACA’s certifications within the Chapter membership, including exam preparation sessions;
- Ensure all certification training is conducted or overseen by ISACA-accredited trainers;
- Report to Chapter Board on Chapter member exam results;
- Act as liaison between Chapter member exam participants and the Association, as needed; and
- Perform other duties as pertain to this office.
- The Marketing Director shall:
- Conduct general marketing and publicity of the Chapter, ISACA’s certifications, COBIT, CMMI, Cybersecurity Nexus (CSX) the Association, and any other new initiatives;
- Coordinate initiatives involving partnerships and alliances;
- Acquire any required marketing materials from the Association as authorized by the Chapter Board;
- Exercise general policy control and direction of any mail-out kits, publications, editorial, or advertising the Chapter may issue, authorize or sponsor under the direction of the Chapter Board; and
- Perform other duties as pertain to this office.
- The Arrangement Director shall:
- Coordinate all arrangements with restaurants and/or conference centers for the ISACA-CMC Monthly Training. This includes negotiating prices and the venue contract for the chapter year;
- Record the registrations of attendees for the Monthly Training and ensure the Registration Committee has the list for check-in at the training;
- Coordinate monthly training, as necessary, with the program, webmaster and registration committees; and
- Assist in reviewing the training promotional materials for accuracy before they are sent to the membership.
- The Registration Director shall:
- Obtain registration list from Arrangements and generate individual receipts for each attendee prior to day of the meeting;
- Upon arrival, identify training room, ensure it is properly set to execute the chapter training. Ensure all issues are rectified with Maritime prior to session start time;
- Ensure lunch cards are available (usually on the table for the speaker in the front of the room, or on the shelf of the podium. MLC arrangements office to obtain the correct number;
- Sign-in attendees upon arrival and provide the attendee with a receipt and a lunch card;
- SPEAKER: Introduce the speaker at the start of the session and at completion thank the speaker and present folder with certification and token gift card for appreciation from chapter;
- List all checks on deposit ticket and prepare the deposit ticket for deposit; and
- Deposit a the most convenient M&T Bank promptly after the day of the meeting.
- The Special Event Directors shall:
- Organize a variety of board approved social events for members;
- Plan, budget, contract, and pay for even; and
- Obtain resources, monitor, execute, and host event.
- The Program and Education Directors shall:
- Solicit, schedule and coordinate topics and speakers for the ISACA-CMC training events/meetings;
- Work with Arrangements to hold events at a physical location or online as a webinar;
- Work with Webmaster to log and activate the events in the event management system;
- Work with Membership to promote the events; and
- Work with Registration to ensure attendees obtain CPE certificates associated with events/meetings length and content.
- The SheLeadsTech Director shall:
- Be the chapter's liaison for ISACA SheLeadsTech Initiative;
- Create awareness for SheLeadsTech events;
- Host at least annually a SheLeadsTech event to foster the goal of increasing representation of women in technology leadership roles and the tech workforce; and
- Perform other duties as pertain to this office.
- The Director at Large 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.
Section 4. Chapter Officer Vacancies
- 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.
- 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 the Chapter Board.
- If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant, until filled by routine succession. A previous past president would not fill this roll.
Article VI. Nominations and Elections
Section 1. Chapter Nominations
- A Nominating Committee of 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 electronically as defined in Section 2, C, of this article.
- The Nominating Committee shall report to the membership at the AGM meeting and Summer BOD.
- Nominations shall be permitted prior to any electronic voting.
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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
- Officers shall be elected by ballot.
- Annual elections shall be held electronically, during the month of June, 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 the 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;
- Have regular Chapter Board meetings—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 a quorum of the 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;
- 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 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.
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 July 1 to June 30.
- The Chapter Board shall ensure that annual financial statements are prepared and audited or verified – 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 always carry adequate insurance coverage 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 Board.
Section 7. Removal
The quorum for any regular or special meeting of the Chapter Board shall be a majority of the voting members of the Board.
- Any Officer who fails to attend 1 Chapter Board meetings within a year or 2 committee meetings within a year will 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: Membership, Program, Education, Special Events, Marketing, Newsletter, Webmaster, Rising Professionals, Academic Outreach, SheLeadsTech, Arraignments, Registration, Nominations, Certification, Government Regulations Advocate, CSX Initiative, Advertising, Audit, Bylaws and Long-Term Planning.
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 Program committee shall offer a minimum of 7 monthly training events providing a total of 21 CPEs per year in-person venue or on a virtual platform as approved in the annual chapter budget. The Program committee shall develop and implement the Chapter training and development events for the year.
- The Education committee shall recommend and oversee seminars of professional education, except exam review courses. They will offer a minimum of 2 multi-day seminars per year, in the Fall and in the Spring using a contracted speaker and venue or virtual platform as approved in the annual chapter budget.
- The Special Events committee will offer social and networking events for the benefit of chapter members as approved in the annual chapter budget.
- The Marketing committee will ensure that chapter meeting, training and social events are promoted online via email, website and other social media and in-person when appropriate and as approved in the annual chapter budget. The committee shall also coordinate the receipt and issuance of marketing materials from the Association.
- The Newsletter committee will coordinate the content and email and post on the website a quarterly electronic newsletter to chapter members.
- The Webmaster committee will coordinate all changes to the chapter website, use of the eMail distribution lists and support for the event registration system.
- The Rising Professionals committee will engage and offer social networking events to Rising professions to encourage chapter membership.
- The SheLeadsTech committee will coordinate and offer social networking events led by professional women as approved in the annual chapter budget.
- The Arrangements and Registration committees will coordinate and support the training event venues or virtual platforms and track registration attendance offered by the chapter.
- The Certification committee shall assist the Chapter certification exam coordinator(s) in promoting ISACA’s certification examinations and professional designations locally and shall provide assistance in planning and conducting Chapter’s exam review courses.
- The Government Regulations Advocacy committee will track and report on government regulations affecting the IT Audit profession.
- The CyberSecurity (CSX) committee will support the CSX certification and offer preparation courses as approved in the annual chapter budget.
- The Advertising director will accept, and place job recruitment offers from local companies on the chapter website.
- 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.
- 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 and shall maintain the bylaws. The bylaws committee shall expedite the process of changing the bylaws in accordance with Article XII of the bylaws, assure 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.
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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, plus at least four additional members. 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.
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 Section 501(c) of the US Internal Revenue Code 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.
The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter must ensure the chapter bylaws comply with the Association’s bylaws and applicable local laws and requirements.