Article I. Name
The name of this non-union, non-profit organization shall be ISACA Harrisburg 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
Chapter’s 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 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.
A. 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.
B. 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 shall be entitled to hold office at the Chapter level.
C. 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. Student members shall be entitled to vote and shall be entitled to hold office at the Chapter level.
Section 2. Admission
A. 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.
B. 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
A. Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board, plus Association dues.
B. A member whose dues are in arrears for more than 60 days shall no longer be deemed a member.
C. A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.
D. Resignation — any member who resigns shall not be entitled to a refund of his/her annual membership dues.
Article IV. Chapter Meetings
Section 1. Regular Meetings/Educational Sessions
Regular meetings/educational sessions of the Chapter shall be held on a schedule, and at locations determined by the Chapter Board. A minimum of six (6) meetings shall be held each program year unless precluded by lack of Chapter resources.
Section 2. Annual General Meeting
The regular meeting in the month of June or identified as such in another month during the 2nd quarter of the calendar year, shall be known as the annual general meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.
Section 3. Special Meetings
Special meetings may be called by the President, two members of the Chapter Board or upon written request by five (5) members of the Chapter membership. 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
The quorum for any regular, annual general or special meeting shall be ten (10) members including by proxy. 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 at any chapter meeting shall constitute an act of the membership.
Section 7. Notification
Members shall be notified at least 10 days in advance of the annual general meeting, any regular meetings, or special meetings, except in case of emergency. Notification may be by website announcement, email, or social media.
Article V. Chapter Officers
Section 1. Chapter Officers
The Officers of the Chapter shall be no more than 16 in number, constituting:
President, Vice President, Secretary, Treasurer, Immediate Past President, and at most eleven (11) directors shall be the Chapter Officers.
Section 2. Term of Chapter Officers
A. The Chapter Officers, except the immediate Past President, shall be elected for a term of one 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. An exception may be made should there be no candidates for the office.
B. Although not desirable, members may hold more than one Chapter office at a time, but no more than 3, as needed for chapter activities/ business. However, no one person can hold a combination of the President, Vice President, Secretary and Treasurer positions. There will be one vote per person, regardless of the number of positions they hold.
C. The Chapter Officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter.
Section 3. Duties of Chapter Officers (This listing is not intended to be all inclusive. Officers may be required to perform other activities as pertaining to the office and the direction of the Chapter Board.)
A. Chapter President
The President directs Chapter activities and efforts to ensure professional and personal growth for the membership.
B. Vice President
The chapter Vice President assumes the duties of President when the president is absent and assists the president with chapter leadership responsibilities as needed.
C. Secretary
Maintains the chapter’s records, minutes of board meetings, records of meeting attendance, and the chapter bylaws. Responsible for the maintenance and retention of forms, documents, and correspondence.
D. Treasurer
Prepares and maintains the official books and accounting records for the chapter and is responsible for filing tax forms and responding to audit requests. Responsible for maintaining appropriate internal controls over the chapter’s financial assets.
E. Immediate Past President
The past president serves as an advisor to the current board.
F. Membership
Maintains current member information and initiates contact to welcome new members. Works to promote membership retention. Directs program registration and payment processes
G. Certifications
Responsible for recognizing those who successfully pass an exam and those who become certified and facilitating certification review course/study groups as directed by the chapter board. Promotes and serves as a source of information for ISACA certifications.
H. Education
Responsible for coordinating topics and speakers for educational programs.
I. Arrangements
Responsible for coordinating arrangements associated with educational programs/ seminars/ workshops.
J. Academic Relations
Serves as liaison to local colleges and universities and ISACA international on academic related activities. Makes recommendations regarding sponsorship of college activities and represents the chapter on committees for joint events.
K. Webmaster
Oversees the maintenance and operation of the chapter web site, ensuring all content is up-to-date. Coordinates with third party Internet service providers, as appropriate. Assists with maintenance of program registration and payment processes.
L. Communications
Responsible for policies over communications, including social media. Determines appropriate (e.g., web site, newsletter, social media, email) avenues for chapter communications. Facilitates and monitors relevant messaging via these methods.
M. Marketing
Serves as the liaison between the chapter and ISACA international on marketing related activities. Responsible for chapter marketing activities as directed by the chapter board.
N. CSX (Cybersecurity Nexus) Liaison
Receives information and updates from ISACA International on cybersecurity-related developments and is responsible for communicating pertinent information to the relevant leaders in their chapter and supporting local cybersecurity activities.
O. Research Director
Acts as the chapter’s primary contact with ISACA’s research department to become the chapter’s subject matter expert (SME) in ISACA’s knowledge deliverables.
P. Young Professional Ambassador
Responsible for efforts to engage the community of young professionals in the chapter’s area.
Section 4. Chapter Officer Vacancies
A. If a vacancy should occur in any office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board.
B. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.
C. 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. Nominations shall be open, and will be declared open by the president at the regular meeting/educational session prior to the annual general meeting. Nominations will be accepted from the floor from any member of the Chapter.
B. 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
A. Officers shall be elected by ballot.
B. 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.
Section 2. Duties
The Chapter Board shall:
A. Supervise the affairs and conduct the business of the Chapter between business meetings
B. Make recommendations to the membership
C. Be subject to the orders of the membership
D. Meet at least Four (4) times a year at a time and place determined by the Chapter Board
E. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter
F. Oversee seminars and programs of professional education hosted by the chapter.
G. Meetings of the chapter board may be held electronically. A conference meeting must be arranged 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 meeting.
Section 3. Financial Authority
The Chapter Board shall have the authority to:
A. Expend funds allotted in the approved budget
B. Authorize non-program related expenditures above $500 up to $10,000. Non-program related expenditures over $10,000 will require prior approval of the membership.
C. Authorize non-budgeted program expenditures not to exceed $20,000 without prior approval of the membership.
D. Approve the annual budget.
Section 4. Fiscal Year & Annual Financial Statements
A. The fiscal year of the Chapter shall run from July 1st to June 30th unless otherwise established by the Chapter Board.
B. 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
The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.
Section 6. Quorum
A majority of the chapter Board shall constitute a quorum for any Chapter Board 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.
Article IX. Dissolution
If dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by 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 X. 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 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 Membership Board must give approval to all bylaw changes prior to them being submitted for a vote by chapter membership.
The revised Chapter bylaws will be approved, at any regular meeting or annual general meeting, by a two-thirds (2/3) vote of those present at the meeting, provided that the amendment has been submitted in writing at the previous regular meeting, or has been 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 Bylaws 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 count requirements