Chapter Bylaws

Bylaws of ISACA Fayetteville Arkansas Chapter

Effective: October 28, 2015

Article I. Name

The name of this non-union, non-profit organization shall be the ISACA Fayetteville Arkansas 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 fields of IT governance, IS audit, security, control and assurance. The objectives of the Chapter are to:

To promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of IT governance, IS audit, security, control and assurance;
To encourage 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 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 controls necessary to ensure proper IT governance and 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.

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. Members shall be entitled to vote and to 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. Proof of enrollment shall be submitted annually to the Association. Student members shall be entitled to vote. Student members cannot hold office at the Chapter Board level but will be allowed to lead Chapter Committees.

Section 2. Admissions

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.
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

Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board, plus Association dues.
A member whose dues are not paid before the Association’s annual purge of non-renewed members shall no longer be deemed a member.
A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.
Resignation — any member who resigns shall not be entitled to a refund of his / her annual membership dues.

Article IV. Chapter Meetings

Section 1. Educational Sessions

Educational sessions of the Chapter membership shall be held every other month unless otherwise determined by the Chapter Board.

Section 2. Annual General Meeting

The Regular Chapter Meeting in May shall be known as the Annual General Meeting, or unless otherwise determined by the Chapter Board, may be conducted virtually through teleconferencing and web meeting, 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, and the meeting may be conducted virtually through teleconferencing and web meeting as approved by the Chapter Board.

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 any regular, annual general or special meeting shall be 12 members. In absence of quorum, the educational portion of the meeting will continue but chapter business will not be conducted and be rescheduled for the next regular chapter meeting. The meeting may be conducted virtually through teleconferencing and web meeting as approved by the Chapter Board.

Section 6. Act of the Membership

The affirmative vote of the majority of the members at any chapter meeting shall constitute an act of the membership. In the event of a tie, the Chapter President shall cast the deciding vote.

Section 7. Notification

Members shall be notified 30 days in advance of the annual general meeting. Members shall be notified at least 10 days in advance of any regular meetings or special meetings, except in case of emergency. Notification may be by postal mail, by e-mail, or by telephone.

Article V. Chapter Leadership

Section 1. Chapter Officers

The Officers of the Chapter (Executive Board) shall be five (5) in number, constituting: President, Vice President, Secretary, Treasurer, and Immediate Past President.

Section 2. Board Members

The Chapter Board Members shall be ten (10) in number, constituting the chapter officers plus: Program Director, Membership Director, Director-at-Large, Communications/Marketing Director and Certification Director.
Board positions may be added or removed as approved by the Executive Board.

Section 3. Term of Chapter Officers

The Chapter Officers, except the immediate Past President, shall be elected for a term of two (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 close of the annual meeting at which they are elected.
The President will become the Immediate Past President at the end of their term.
The remaining Board Members who are not officers shall be appointed by the Executive Board to a term of two (2) years, or until their successors are appointed and assume office, or until they resign or are removed from office. The term of office shall begin at the close of the meeting at which they are appointed.
No member shall hold more than two (2) Chapter offices at a time, and no member shall be eligible to serve more than three (3) consecutive terms in the same Chapter office.

Section 4. Duties of Chapter Officers and Board Members

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,
Be an ex-officio member of all committees except the Nominating Committee,
Represent the Chapter at Leadership Conferences, Presidents Council Meetings and other conferences and functions, where appropriate or appoint another Chapter Board member as a representative,
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 enquiries,
Be responsible for submission of the required annual chapter reports 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.

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 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/Marketing Director shall:

Maintain electronic lists of members and guests,
Forward information on events and other pertinent information to e-mail lists,
Identify and use other means of disseminating information about events and the chapter, where appropriate
Conduct general marketing and publicity of the Chapter, CISA, CISM, CGEIT, 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 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 Certification Director shall:

Maintain resource material related to certification,
Promote professional accreditation within the Chapter membership, including exam preparation sessions,
Maintain exam participation rate to sustain the local area as an exam writing site,
Report to Chapter Board on exam results,
Act as a liaison between exam participants and the Association, and
Perform other duties as pertain to this office.

The Program Director shall:

Develop and implement the Chapter training and development events for the year.
Be responsible for identifying and acquiring speakers for all chapter 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 Communications/Marketing Director to market Chapter events and dovetail Chapter events and monthly meetings; and
Perform other duties as pertain to this office.

The Director(s)-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 5. Chapter Officer Vacancies

If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President who will serve out the remaining term of the President and then continue on per Article 5, Section 3, of the bylaws.
If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board and then continue on per Article V, Section 3, of the bylaws.
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.

Section 6. Chapter Officer Removal

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 or that Chapter Officer’s term expires, whichever occurs first; or
Been declared of unsound mind for a final court order.

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.
Removal from office requires a 51% affirmative vote by the Chapter Board.
Removal of any Chapter Officer shall also constitute removal of that individual from any Committee or other Chapter Board-related position.
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

Nominations for all chapter officers (except Past President) will be declared open by the President at the regular meeting in the month of April (or at least 30 days prior to the General Meeting) in odd numbered years. Nominations will then be accepted, from the floor or via electronic means approved by the Chapter Board.
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 offices of President, Vice President, Secretary, Treasurer and except for Immediate Past President, shall be elected by ballot which will be accepted via paper or electronic means approved by the Chapter Board.
In the event there is only one candidate for any office, voting on that office may be by voice.

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 and Board Members listed in Article V, Section 2.

Section 2. Duties

The Board of Directors shall:

Supervise the affairs and conduct the business of the Chapter between business meetings.
Make recommendations to the membership.
Be subject to the orders of the membership.
Meet at least bi-monthly at a time and place determined by the Chapter Board.
Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.

Section 3. Financial Authority

The Chapter Board shall have the authority to:

Approve the annual budget and expend funds allotted in the approved budget.
Authorize non-budgeted expenditures not to exceed $500 without prior approval of the membership.

Section 4. Fiscal Year and Annual Financial Statements

The fiscal year of the Chapter shall run from January 1 through December 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.

Section 5. Insurance

Upon incorporation, the Chapter Board shall determine as it deems necessary the appropriate coverage that will be provided to Directors and Officers of the Chapter as well as any other insurance coverage that may be appropriate for the Chapter. Insurance will be reviewed by the Chapter Board on annual basis to determine if any changes are required and/or to renew the determined level of coverage. Directors and Officers of the Chapter are not precluded from seeking their own liability coverage as they see fit, however, individual coverage purchased by a member of the Chapter will be at the expense of the member and will not be reimbursed by the Chapter.

Section 6. Quorum

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

Section 7. Chapter Board Meetings.

Notice of Chapter Board Meetings must be given five (5) days in advance.
Chapter Members shall be allowed to attend Board Meetings.
Regular or special meetings of the chapter board may be held electronically. A conference meeting must be arranged at least 24 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.

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. Board Members may be chairpersons of committees.

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 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 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 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 Chapter Relations 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 of those in attendance, 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 Chapter Relations 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.