Chapter Bylaws

Bylaws of ISACA Chicago Chapter

Article I. Name

ISACA Chicago 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 Chapter 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 30 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:

A. 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.

B. 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.

C. 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.

D. 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

A. 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

B. 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

A. 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.
B. A member shall forfeit membership in the Chapter and Association, if dues have not been paid to 78 the Association or Chapter in compliance with terms set by the Association Board of Directors, as 79 required.
C. Resignation – Any member who resigns shall not be entitled to a refund of his/her annual Association or Chapter dues.

Section 4. Member Termination

A. Only the Association has the authority to terminate Association and Chapter membership of an individual.
B. 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 monthly unless otherwise determined by the Chapter Board.

Section 2. Annual General Meeting

The annual general meeting (AGM) shall be held in December and shall be for the purpose of installing 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. The AGM may be held in-person or electronically, as long as all members can simultaneously hear each other and participate during the meeting. When necessary, the decision to hold a meeting electronically shall be approved by the Chapter Board.

Section 3. Special Meetings

Special meetings may be called by the President, the Chapter Board or upon written request by 50 or more of the members. The purpose of the meeting shall be stated in the call.

Section 4. Electronic Meetings

The AGM and Special Meetings 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. Educational sessions may be held electronically.

Section 5. In-person or Electronic Voting (NOT elections)

A. 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.
B. The method of delivering the ballot may be by hand delivery, postal mail, email or via secured and validated electronic/internet-based tools.
C. A ballot must:
 1. Set forth each proposed action; and
 2. Provide an opportunity to vote for or against each proposed action.
D. 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.
E. All solicitations for votes by written ballot must:
 1. Be preapproved by the Chapter Board or the membership at a Chapter meeting.
 2. Indicate the number of responses needed to meet the quorum requirements.
 3. State the percentage of approvals necessary to approve each matter.
 4. Specify a reasonable time by which a ballot must be received by the Chapter in order to be counted; and
 5. 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 50 members. In absence of quorum, the meeting will be adjourned, and reconvened at a later date, determined by the Board. The new date and time will be communicated to members.

Section 7. 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 8. Notification

Members shall be notified 30 days in advance of the AGM about its date, time, and location. Members shall be notified at least 10 days in advance of any special meetings. Notification may be by email or by telephone.

Article V. Chapter Officers

Section 1. Chapter Officers

The Officers of the Chapter shall be ten (10) in number, constituting: President, Vice President, Executive Secretary, Treasurer, Immediate Past President, Communications Director, Membership Director, Education Director, Events Director, and Governance Director. All Chapter Officers as outlined above must be current with their annual ISACA Chicago Chapter dues.

Section 2. Term of Chapter Officers

A. The Chapter Officers, except the Immediate Past President, shall be elected for a term of 2 (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 on January 1st after the close of the Annual General Meeting at which they are elected.
B. No Chapter Officer shall be eligible to serve more than 2 (two) consecutive terms in the same Chapter Office unless the Nominating Committee determines that continuity is critical for the position and is unanimously approved by the Nominations Committee and majority of the Chapter Board. 
C. No Chapter Board member shall hold more than one Chapter officer position at the time. An officer may hold one or more Coordinator position(s), except for the position of Audit Coordinator, as that position cannot be a board member.

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.

A. The Chapter President

The Chapter President is the executive head of the Chapter and is seen as the local representative of ISACA by the membership and the community. The President directs the chapter activities and efforts to ensure professional and personal growth for the membership. The Chapter President should lead and involve the annual strategic planning process to identify

189 goals, objectives, and targets. This could be accomplished in an all-day strategic planning meeting.

 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; Be an ex-officio member of all committees, except the Nominating Committee. 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 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.

• Complete/submit the required annual Compliance documentation to the Association within 30 days after the annual general meeting.

• 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.

B. The Chapter Vice President

The Chapter Vice President is the co-lead of the Chapter and is looked upon as a local representative of ISACA by the membership and the community. He/she will assist the Chapter President in directing Chapter activities and efforts to ensure professional and personal growth for the membership. The Chapter Vice President reports to the Chapter President.

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.

C. The Chapter Executive Secretary

The Chapter Secretary is looked upon as a local representative of ISACA by the membership and the community. The Chapter Secretary will assist the Chapter President in directing Chapter activities and efforts to ensure professional and personal growth for the membership. The Chapter Secretary reports to the Chapter President.

The Chapter Executive Secretary shall:

• Take minutes of the meetings of the Chapter Board, membership meetings, and annual general 231 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.

D. The Chapter Treasurer

The Chapter Treasurer is looked upon as a local representative of ISACA by the membership and the community. He/she is the Chapter’s accountant and responsible for maintaining the appropriate internal controls over the Chapter’s financial assets. He/she will manage the ISACA Chicago Chapter bank account, write checks/use debit or credit cards as approved by the Chapter President, deposit dues/fees and other revenue. He/she is also responsible for filing required tax returns, maintaining annual business licenses, maintaining adequate Chapter insurance, and keeping accurate and up-to-date financial records for the Chapter. The Treasurer’s duties are essential, as the consequences for the Chapter and members can be serious, if there are inaccuracies, late payments, missing documents, etc. The Chapter Treasurer reports to the Chapter President.

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 summary report at each regular 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 annual general meeting.

• Submit books and records for audit, if/when required.

• File any and all tax forms required; and

• Perform other duties as pertain to this office.

E. 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

F. The Chapter Directors duties are found in Article IX Chapter Committees

Section 4. Chapter Officer Vacancies

A. If the membership of a Chapter officer terminates for any reason, that individual’s position as Chapter officer shall automatically become vacant.

B. If a vacancy occurs in the office of President, the vacancy shall be filled by the Vice President.

C. If a vacancy occurs in any office, except that of Immediate Past President or President, the vacancy shall be filled by the Chapter Board.

D. 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.

E. If a Director is an interim director after being voted in by the board of directors, the following year, a membership vote must take place for the director to become a full-time board member.

Article VI. Nominations and Elections

Section 1. Chapter Nominations
A. The Nominating Committee is solicited and shall consist of 3 (three) members and the Immediate Past President. The Nominating Committee shall be elected by the Chapter Board at
the August Board Meeting.
B. The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for offices to be installed at the AGM.
C. The Nominating Committee shall report status on the board election to the Board during September, October, and November Board Meetings. The Nominating Committee shall report to the membership at least two months before the AGM.
D. Nominations from the floor shall be permitted prior to the election.
E. 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. Elections of the Chapter Officers
A. Officers shall be elected by ballot at least a month before the AGM.
B. Elections shall 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 306 by local law and the Chapter Board of Directors.
C. Write-ins on the electronic ballot are permitted.
D. Newly elected Board members shall be announced and installed at the Chapter’s AGM, in December.

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. The ten Officers of the Chapter constitute the Chapter Board. All are voting members of the Board except for the Immediate Past President.

Section 2. Duties
The Chapter Board shall:
A. Supervise the affairs and conduct the business of the Chapter.
B. Make recommendations to the membership.
C. Hold Chapter Board meetings – frequency: must be 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 1/3 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.
D. 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.
E. 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:
A. Approve the annual budget.
B. Expend funds allotted in the approved budget

Section 4. Fiscal Year & Annual Financial Statements
A. The fiscal year of the Chapter shall run from January 1st to December 31st.
B. 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 annual general meeting, 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

A quorum for any regular or special meetings of the Chapter Board shall constitute majority of the Chapter Board members. Voting can only take place when a quorum is present.

Section 7. Removal

A. Any Officer who fails to attend 2/3 of the Chapter Board meetings within a calendar year will be brought before the Chapter Board and may be removed from office by a majority vote of the Chapter Board of Directors.

B. Any Officer may be removed, with or without cause, at any meeting of the Chapter Board, by a majority vote of the members of the Chapter Board.

C. Any Officer being considered for removal from the Chapter Board shall have the right to be heard by the Chapter Board before an official vote is taken.

Article VIII. Executive Committee

Section 1. Composition
The members of the Executive Committee shall be the President, Vice President, Secretary, Treasurer, and Immediate Past President. All are voting members of the Executive Committee except for the Immediate Past President.

Section 2. Duties

A. Authority between Board Meetings. The Executive Committee shall exercise the authority of the Board of Directors between meetings of the Board but only to the extent:

 1. necessary to take action on unanticipated business that requires action between Board meetings; and

 2. action taken is not contrary to the instructions of the Board of Directors.

 B. Other Duties. The Executive Committee shall also:

 1. Provide organizational direction and strategy, as needed.

 2. Provide organizational oversight, as needed.

 3. Handle confidential matters, as needed.

 4. Provide recommendations to the Chapter Board

Section 3. Meetings

Meetings of the Executive Committee shall be called by the President or any two members of the Executive Committee with at least 24 hours’ oral notice. Notice may be waived by the members of the Executive Committee in accordance with statutory requirements. Executive Committee members are permitted to attend, participate, and vote at Board meetings by telephone conference call, unless otherwise requested by President.

Section 4. Quorum
A majority of the members of the Executive Committee shall constitute a quorum.

Article IX. Chapter Committees

Section 1. Chapter Directors and Coordinators
The Directors of the Chapter shall be the chair of the chapter committees, as assigned in these bylaws. The Chapter Coordinators shall perform duties as assigned by the Committee Directors and/or Chapter President. The coordinators shall assist the Committee Directors as applicable to support the Chapter’s activities. The Chapter Coordinators will be confirmed and approved by the Board at Board meetings on a bi-annual basis. Chapter Coordinators are invited to attend Board Meetings, except those held in executive session. Committee Coordinators do not have the right to vote but are welcome to attend any Board meetings. All Chapter Coordinators must be current with their annual chapter dues. Students that volunteer for a onetime event, do not need to be a member.

Section 2. Term of Committee Coordinators
The Committee Coordinators will be nominated by the Committee Officer and approved by the Board. There will be a minimum of one person per Coordinator role. Coordinators have a 1 (one) year term and 6 (six) term limit, no right to vote on the Board and are invited to attend of the Board Meetings.

Section 3. Duties of Chapter Committee

Committee Structure

The following Committees are required as part of the Chapter Board. Other committees may be created as necessary by the Chapter Board.

 A. Communications Committee

Chair: Communications Director

Coordinators:

  • Marketing Coordinator [Social Media Coordinator, Publication Coordinator]
  • Web Content Coordinator
  • Cvent and CPE Coordinators

Communications Director 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

Coordinators Responsibilities are outlined in the Policy and Procedures Manual.

B. Membership Committee

Chair: Membership & Programs Director

Coordinators:

 o Membership Engagement Coordinator

 o Mentoring Program Coordinator(s)

 o SheLeadsTech Program Coordinator

 o Chapter Awards Program Coordinator

Membership & Programs 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.

Coordinators Responsibilities are outlined in the Policy and Procedures Manual.

C. Education Committee

Chair: Digital Education Director

Coordinators:

  • Academic Outreach Coordinators [K12 Coordinators, Higher Level Education Coordinators]
  • Seminars Coordinator(s)
  • Certifications Course Review Coordinator(s)
  • Business Outreach Coordinator(s)

Digital Education Director shall:

• Responsible for the education of Chapter members and prospective Chapter members at events.

• Report to the President

• Provide opportunities for continuing professional education by ensuring appropriate educational programs are organized & made available to the membership

• Encourage participation in the Knowledge Center and research projects by individuals and groups within the organization

• Perform other duties that pertain to this office

Coordinators Responsibilities are outlined in the Policy and Procedures Manual.

D. Events Committee

Chair: Events Director

Coordinators:

  •  Facilities Coordinator(s)
  •  Events Coordinator(s)
  •  Sponsorship Coordinator(s)
  •  Community Day Coordinator(s)
  •  Convergence Coordinator(s)
  •  IIA/ISACA Hacking Conference Coordinator(s)

Events Director shall:

 • Responsible for the logistical coordination of Chapter events and meetings

 • Report to the President

 • Coordinate with the Education Committee and members on seminars and certification courses

 • Perform other duties that pertain to this office

Coordinators Responsibilities are outlined in the Policy and Procedures Manual

E. Governance Committee

Chair: Governance Director

Coordinators:

  • Contracts Coordinator
  • Nominating Coordinator
  • Bylaws Coordinator
  • Documentation Repository Coordinator
  • Diversity Coordinator

Governance Director shall:

  • Verify chapter is legally registered entity
  • Verify chapter has tax exempt status
  • Contract management
  • Coordinate any legal items, as necessary, with VP or Secretary 
  • Report status of Governance Committee to board

Coordinators Responsibilities are outlined in the Policy and Procedures Manual

F. The Chapter Advisory Board:
The Advisory Board should be comprised at a minimum of a Legal representative/Lawyer, an Accountant/CPA and Chapter Past President. The Advisory Board should be appointed by the Executive Committee (not the membership) and their objectives would be to use business judgement to advise in the best interest of the Chapter and the organization.

Chapter Strategic Advisors must be ISACA Chicago Chapter members. Membership is not needed 529 for Subject Matter Experts (SME) like Legal Advisor, or Accounting Advisor.

The Chapter Advisory Board shall:

• Support and advise the Executive Committee in legal and financial matters.

• Perform other duties as it pertains to this office.

Article X. 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, 506 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 XI. 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 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 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’s Board Chair and Chief Executive Officer.

Article XII. Parliamentary Authority

The rules contained in the current edition of Robert’s 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 XIII. 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 of the Association after the bylaw amendments have been approved by the membership and send a copy of the final, 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 chapter bylaws comply with the Association’s bylaws and any applicable local laws and requirements.