Chapter Bylaws

Charlotte ISACA Bylaws:

Article I - Name

The name of this non-union, non-profit organization shall be ISACA Charlotte 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

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 field of Information Technology (IT) governance, Information Security (IS) audit, security, control and assurance. The objectives of the Chapter are:

To promote continuing professional education of and help expand the knowledge and skills of its members and other interested parties in the interrelated fields of IT governance, IS audit, security, control, and assurance;
To encourage thought leadership in an open exchange of IT governance, IS audit, security, control, and assurance techniques, approaches, and problem solving by its members;
To promote adequate communication to keep members abreast of current events and other relevant emerging topics in IT governance, IS audit, security, control, and assurance that can be of benefit to them and their employers;
To communicate to management, auditors, universities, and to IS professionals the importance of establishing standards and controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources;
To promote the Association’s professional certifications and IT governance; and
To introduce our profession to students and others to attract new talent by working closely with universities and corporations through outreach programs.

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.

Active 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 in good standing shall be entitled to vote and hold office.
Retired Member - Any member who presents proof of retirement status, subject to rules established by the Association Board. Retired members shall be entitled to vote and hold office at the Chapter level.
Student Member - Full-time student currently enrolled in a degree program of an accredited college or university, subject to rules established by the Association Board. Student members shall be entitled to vote and hold office at the Chapter level.
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. Admissions

Potential members shall:

Meet the requirements of membership as outlined in Article III, Section 1.
Complete an Association membership application form.
Pay required dues to the Chapter and the Association.
Follow the Code of Professional Ethics of the Association.

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

Section 3. Dues

Chapter dues shall be payable on or before January 1^st 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.
Resignation – Any member who resigns shall not be entitled to a refund of annual membership dues.

Section 4. Termination and Suspension

Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the Chapter.
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: Educational Meetings

Educational sessions of the Chapter shall be held quarterly, unless otherwise determined by the Chapter Board.

Section 2: Annual General Meeting

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

Section 3: Special Meetings

Special meetings may be called by the President, the Chapter Board or upon written request by five (5) 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 annual general or special meeting shall be fifty (50) members. In absence of quorum, the meeting will be adjourned, and reconvened one week later. The new date and time will be communicated to members.

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 special meetings. Notification should be made electronically by email.

Article V - Chapter Officers

Section 1: Chapter Officers

The Officers of the Chapter shall be twelve (12) in number, constituting: President, Immediate Past President, Vice President, Treasurer, Secretary, Programs Director, Membership Director, Audit Director, Academic Relations Director, Communications Director, Marketing Director and Event Management Director

Section 2. Term of Chapter Officers

The Chapter Officers, except the immediate Past President, shall be elected for a term of One (1) year or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall begin at the close of the annual meeting at which they are elected.
Elections for all chapter officers will be held annually.
No member shall serve in more than one (1) Chapter office at a time, and no member shall be eligible to be elected for 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,
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 members 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 inquiries,
Be responsible for submission of the required annual chapter report to the Association within 30 days after 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.

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.

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.

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.

The Immediate Past President shall:

Serve in an advisory capacity to provide advice and guidance to the new President and Chapter Board,
Be responsible for chairing the Nomination Process to develop and present the slate of new Chapter Officers/Directors for the coming chapter year, and
Perform other duties as pertain to this office.

The Programs Director shall:

Be responsible for preparing the chapter programs for the year, including social gatherings, technical training seminars/conferences, and other events to benefit members.
Be responsible for obtaining speakers for all programs and arranging meeting facilities, multimedia equipment, and catering.
Be responsible for maintaining attendance records from all chapter related functions for the purpose of providing documented support for the Continuing Professional Educational (CPE) credit hours. All information shall be retained for research purposes for a period of three years.
Presenting recommendations to the Chapter Board for approval prior to scheduling the program or entering into any contracts with speakers, facilities, or services.
Perform other duties as pertain to this office.

The Membership Director shall:

Maintain accurate lists of membership,
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.

The Audit Director shall:

Audit the accounts and financial records of the chapter in accordance with sound accounting practices,
Review the results of the audit with the Treasurer,
Submit a written report of the audit results to the Chapter Board and President,
Present results of the audit at the regular chapter meeting,
Contribute to the work of the Chapter Board on a wide variety of topics and projects, as directed by the President and Chapter Board, and
Perform other duties as pertain to this office

The Academic Relations Director shall:

Provide liaison with academic institutions,
Establish opportunities to brief appropriate classes of academic institutions on ISACA and ISACA certifications (CISA, CISM, CGEIT, CRISC, CSX Practitioner),
Coordinate scholarship initiatives approved by the Chapter Board,
Liaison 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.

The Communications Director shall:

Be responsible for maintaining and updating all chapter communications, and coordinate with the chapter website master and any other forms used for chapter communications,
Ensure all communication vehicles (website, E-mail, newsletters, etc.) provide consistent, current information regarding chapter benefits and publicize chapter activities,
Solicit input on content from the Board and the Membership,
Be responsible for developing and maintaining a communications policy with the approval of the Board. This policy should include a provision for acceptance of advertising,
Coordinate with the Membership Director to ensure chapter mailing lists are consistent with membership rosters provided by the Association, 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, the Association, and any other new initiative,
Coordinate initiatives involving partnerships and alliances,
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.

The Event Management Director shall:

Act as Chapter’s primary contact with facilities and food service providers for Chapter meetings,
Collaborate with Programs Director and applicable committee members to plan and execute logistic matters for Chapter meetings, and
Perform other duties as pertain to this office

Section 4. Chapter Officer Vacancies

If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.
If a vacancy should occur in any other office, except that of Immediate Past President, 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.
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

Nominations shall be open, and will be declared open by the President at the regular meeting in the month of April. Nominations will then be accepted from the floor from any member of the Chapter.
The most Immediate Past President shall chair the nominating process to develop and present the slate of new Chapter Officers/Directors for the coming chapter year. In the event the Immediate Past President is not available to serve, the President shall appoint, from the current Board of Directors, up to three members to a Nominating Committee. The slate of nominees will be presented to the membership of the Chapter at the annual general meeting in June.
Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form.

Section 2: Chapter Elections

The Officers (except the Immediate Past President) shall be elected by a majority vote at the annual general Chapter meeting in June.
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.
Ballots should include the voting member name and be reconciled vs the current roster to confirm member status.
Newly elected Officers shall be installed at the first meeting of the Chapter Board following the annual general meeting held in June

Article VII – Chapter Board

Section 1: Composition of the Chapter Board

The Board of Directors (BoD) shall be composed of the Chapter Officers listed in Article V, Section 1, as voting members and non-voting members as follows: Webmaster, CISA Coordinator, CISM Coordinator, CRISC Coordinator, and CSX Cybersecurity Liaison. The non-voting members’ positions may be filled by a majority vote of the voting members of the BoD.

Section 2: Duties

The Chapter Board shall:

Supervise the affairs and conduct business of the Chapter between business meetings.
Make recommendations to the membership.
Revise the results of the membership surveys and identify and implement changes as deemed necessary by these results.
Have regular Chapter Board meetings 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 five (5) members of the Board. Notice must be given at least forty-eight (48) hours before a Special Meeting of the Chapter Board.
Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.

Section 3. Duties of the Non-Voting Members of the Chapter Board

The duties of the non-voting members of the Board shall be:

The Webmaster shall:

Oversee the maintenance and operation of the Chapter web site,
Ensure all content is current, and
Coordinate with Communications Director and Chapter President and VicePresident when updates are required, and
Perform other duties as pertain to this office.

The CSX Liaison shall:

Act as ISACA International’s primary point of contact in your chapter for cybersecurity-related topics and deliverables,
Act as the conduit for cybersecurity-related information from ISACA International to the relevant parties in your chapter. These audiences may be some/all of your chapter board, a segment of your chapter membership, and/or the greater local community,
Help identify potential subject matter experts (SMEs) to participate in the development and/or review of cybersecurity-related research products,
Maintain ongoing communication with ISACA International and provides feedback on cybersecurity deliverables, proposed projects, etc,
Maintain relationships with universities that have cybersecurity-related course work and degree programs,
Provide feedback on ISACA International’s cybersecurity projects and events, as well as those organized by the local chapter,
Maintain regular communication with ISACA International’s cybersecurity team, and
Perform other duties as pertain to this office.

The CRISC Coordinator shall:

Promote preparation and maintenance of the Certified Information Systems Auditor designation for the chapter,
Recommend related programs, activities, and communications supporting CRISC preparation and maintenance, and
Perform other duties as pertain to this office.

The CISA Coordinator shall:

Promote preparation and maintenance of the Certified Information Systems Auditor designation for the chapter,
Recommend related programs, activities, and communications supporting CISA preparation and maintenance, and
Perform other duties as pertain to this office.

The CISM Coordinator shall:

Promote preparation and maintenance of the Certified Information Security Manager designation for the chapter,
Recommend related programs, activities, and communications supporting CISM preparation and maintenance, and
Perform other duties as pertain to this office.

Section 4: Financial Authority

The Chapter Board shall have the authority to:

Approve the annual budget.
Expend funds allotted in the approved budget.
Authorize non-budgeted expenditures not to exceed $500 without prior approval of the voting Board members.
Curtail planned expenses in the event of unforeseen shortfalls.

Section 5: Fiscal Year & Annual Financial Statements

The fiscal year of this Chapter shall be from January 1 to December 31.

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 6: Insurance

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

Section 7: Quorum

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

Section 8: Removal

Any member of the Board of Directors who fails to attend three (3) board 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.

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.

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. Such hearing shall take place within 30 calendar days of notification of consideration for removal at a date and time set by the majority of the members of the Board of Directors then serving

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

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

Article IX. Indemnification

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

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

Article X. Dissolution

If dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by a two-thirds (2/3) vote of the chapter membership after ten (10) days’ notice has been emailed to each member. In the event of dissolution, the Chapter shall notify the Chief Executive Officer of the Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter or Association documents to International Headquarters. All net assets shall be distributed to other selected ISACA chapters, or to a welfare, education, or civic project designated by the Chapter membership, pursuant to Section 501 (c) of the US Internal Revenue Code [or the appropriate governing code in your country/state/province] with the approval of the Association’s International President and Chief Executive Officer.

Article XI. Parliamentary Authority

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

Article XII. Amendment of Chapter Bylaws

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

Chapter bylaw amendments will be approved, at any chapter meeting, by a two-thirds (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.