Chapter Bylaws

The Chapter Bylaws provide the rules by which the Chapter and its Board of Directors operates. This edition of the bylaws were approved at the 2014 Annual Meeting of the Chapter Membership held on May 20, 2014.

Article I. Name

The name of this non-union, non-profit organization shall be the ISACA National Capital Area Chapter, hereinafter referred to as “Chapter”, a Chapter affiliated with ISACA®, hereinafter referred to as the “Association” or “International”. 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 and development of individuals for the improvement of their capabilities relating to the auditing of, management consulting in, or direct management of the fields of Information Technology (IT) governance, Information Systems (IS) audit, security, 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, security, control and assurance;
To encourage and provide a forum for free 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 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

Section 1. Classification and Qualification

Membership in the Association is a requirement for membership in the 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 to hold office.
Student Member – full-time student currently enrolled in a degree program of an accredited college or university, subject to the rules established by the Association Board. Student members shall be entitled to vote and hold office at the Chapter level.

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 in arrears for more than 60 days shall no longer be deemed 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 monthly unless otherwise determined by the Chapter Board.

Section 2. Annual General Meeting (AGM)

The AGM, also referred to as the Annual Conference, shall be held in May/June and shall be for the purpose of installing elected officers, 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 45 of the members. The purpose of the meeting shall be stated in the call.

Section 4. Mail or Electronic Voting

Electronic voting will be used exclusively 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. Case by case consideration will be given to requests for mail voting.

Section 5. Quorum for Chapter Meetings

The quorum for any regular, annual general or special meeting shall be 45 members. In absence of quorum, the meeting will be adjourned, and reconvened at a later date. 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 at any chapter meeting shall constitute an act of the membership.

Section 7. Notification

Members shall be notified 30 days in advance of the AGM. 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 email or by telephone.

Article V. Chapter Officers

Section 1. Chapter Officers

The Officers of the Chapter shall be five in number, constituting: President, Vice President, Secretary, Treasurer, and immediate Past President.

Section 2. Term of Chapter Office

The Chapter Officers, except the immediate Past President, shall be elected for a term of two years, or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall begin at the close of the AGM at which they are installed.
No member shall hold more than one Chapter office at a time, and no member shall be eligible to serve more than two consecutive terms in the same Chapter office.
Exceptions may be made, at the discretion of the Chapter Board, until a new officer is designated.

Section 3. Duties of Chapter Officers

The Chapter Officers shall perform the duties prescribed by these bylaws, the parliamentary authority adopted by the Chapter, and the roles and responsibilities noted within the Chapter website.

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 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 reports to the Association within 30 days after the AGM,
Supervise budgetary matters and proper internal control of finances, and
Perform other duties as they pertain to the office of President and described within the Chapter website, 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 they pertain to this office and described within the Chapter website.

The Chapter Secretary shall:

Take minutes of the meetings of the Chapter Board, 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,
Lead the reviews of Chapter practices as compared to Chapter Bylaws required by Article VII as appropriate,
Assist the President in the administration of Chapter membership meetings, and
Perform other duties as they pertain to this office and described within the Chapter website.

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,
Ensure financial transactions comply with established financial policies and procedures
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 AGM,
Submit books and records for audit when required,
File any and all tax forms required, and
Perform other duties as they pertain to this office and described within the Chapter website.

The Chapter Immediate Past President shall:

Provide advice and guidance to the new President and Chapter Board, and
Perform other duties as they pertain to this office and described within the Chapter website.

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 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

A Nominating Committee of three members shall be selected in the following manner: A Nominating Committee shall be elected by the Chapter Board no later than the March meeting.
An announcement for nominations shall be made before the election in accordance with procedures established by the Chapter Board. Chapter members will be notified that nominations are being accepted via the website and/or through other Chapter communications. Preference will be given to candidates that exhibit prior Chapter Board experience, but all members are eligible for nomination.
Nominations shall be permitted from current members of the Chapter. Each candidate will have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form.
The Nominating Committee shall submit the list of Chapter officer candidates to the Chapter Board no later than the April Chapter Board meeting.
The Chapter officer candidate qualification and/or background information will be provided to the membership no later than 30 days prior to the AGM.

Section 2. Chapter Elections

Officers shall be elected by ballot.
Elected Officers will be installed at the Chapter AGM held at the end of the Chapter Year (see Article IV, Section 2).

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 the directors of the committees outlined in Article VIII, Section 1.

Section 2. Duties

The Chapter Board 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 approximately monthly at a time and place determined by the Chapter Board
Perform the duties prescribed in these bylaws, parliamentary authority adopted by the Chapter, and specific roles and responsibilities noted within the Chapter website.
Regular or special meetings of the chapter board may be held electronically. A conference meeting must be arranged at least 48 hours in advance of the call.

Section 3. Financial Authority

The Chapter Board shall have the authority to:

Approve the annual budget.
Authorize non-budgeted expenditures not to exceed $5000 without prior consent of membership.
Propose policies and procedures regarding any payment transactions.
Ensure financial transactions comply with established financial policies and procedures.
Make donations to reputable non-profit organizations for worthy causes that do not conflict with Article II of these bylaws. Examples include but are not limited to assisting struggling ISACA chapters, providing donations to ISACA International, etc. and ensure compliance with applicable IRS regulations.

Section 4. Fiscal Year & Annual Financial Statements

The fiscal year of the Chapter shall run from July 1 to June 30 unless otherwise established by the Chapter Board.
The Chapter Board shall ensure that annual financial statements are prepared, independently audited, approved by the Chapter Board, presented to members at the AGM, and submitted as part of the Chapter Annual Report to the Association.

Section 5. Insurance

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

Section 6. Quorum

At least one fourth of the Chapter Board, including written proxies, shall constitute a quorum for any Chapter Board meeting.

Section 7. Resignation or Removal from Office

Any Chapter Board member may resign at any time through a formal communication to the President.
The resigning Chapter Board member shall transition all duties to Chapter Board members to ensure continuity of Chapter tasks and initiatives in support of Article II.
At any meeting at which a quorum is present, the Chapter Board, acting in good faith, may, by a 2/3 vote of those present, remove from the Chapter Board any member who in its judgment has violated the Bylaws, or Code of Ethics of the Association, or who has not fulfilled their duties related to their assigned responsibilities.

Section 8. Expenses

Chapter Board and committee members may receive reimbursement for expenses as determined by the Chapter Board. Such reimbursement should be for legitimate Chapter expenses as outlined in the Chapter expense policy. Directors shall not be paid any compensation for their services and should not participate in their own committee initiatives that provide for compensation.

Section 9. Other Volunteers

Chapter members who volunteer to work on Chapter committees are not considered Chapter Board members with voting rights. These individuals are not elected but are selected by the Chapter Board and/or Committee directors, and can be removed from committees by the Chapter Board and/or Committee director. Generally, they will not be subject to any guidelines outlined in Article VII, but must carry out the duties as assigned by the Chapter Board and/or Committee directors.

Article VIII. Chapter Committees

Section 1. Standing Committees

Standing Committees shall be established by the Chapter officers and/or Chapter Board to accomplish the Chapter initiatives as noted in Article II. The Chapter Board will be responsible for ensuring that Committees mandated by International are established, but may establish/maintain/remove Committees in support of Chapter specific initiatives throughout the chapter year. The current Committees, along with the Committee objectives, will be identified within the Chapter website.

Section 2. Duties of Standing Committee Directors

All Directors of Standing Committees must fulfill the following responsibilities:

Draft an annual budget in support of committee initiatives. This budget will be submitted to the Treasurer based on the announced deadlines.
Ensure committee objectives are provided to the Chapter Board and posted within the Chapter website. Changes to the objectives should be discussed with the Chapter Board.
Ensure that required tasks and initiatives are adequately staffed and appropriate deadlines are met. Additionally, provide cross-training as necessary to ensure seamless transitions.
Provide, at a minimum, a monthly status report to the Chapter Board. Any challenges requiring urgent attention should be immediately disclosed to the Chapter Board.
All documentation relating to a committee should be posted within SharePoint or another centralized database as determined by the Chapter Board.

Section 3. Special Committees

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

Article IX. Idemnification

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 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.