Chapter Bylaws

Bylaws of
Illowa ISACA Chapter
Effective: 2/17/2011
Article I. Name
The name of this non-union, non-profit organization shall be the Illowa ISACA Chapter (hereinafter referred
to as “Chapter’), a Chapter affiliated with the Information Systems Audit and Control Association
(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 and/or management consulting in the field of IS
audit, security and control. 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 auditing, quality assurance, security, IS audit and control, and IT governance;
• To encourage a free exchange of IS audit and control, quality assurance and security techniques,
approaches, and problem solving by its members;
• To promote adequate communication to keep members abreast of current events in IS audit and
control, quality assurance, and security fields 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 the effective organization and utilization of IT resources, and;
• To promote the Association’s professional certifications.
Article III. Membership and Dues
Section 1. Classifications and Qualifications
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. Membership in the Chapter and the Association is co-extensive. Therefore, upon joining
the Chapter, a person shall also join the Association, with accompanying rights and responsibilities.
Members shall be entitled to vote and 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 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 hold office at the Chapter level.
Section 2. Admissions
A. Potential members shall:
1. Meet the requirements of membership as outlined in Article Ill, Section 1.
2. Complete an Association membership application form.
3. Pay required dues to the Chapter and 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 Association membership if dues have not been paid to the Association and to the
Chapter as required.
Article IV. Chapter Meetings
Section 1. The regular meetings of the Chapter shall be held on the 15th day of each month, unless
otherwise ordered by the Chapter Board.
Section 2. The regular meeting in October shall be known as the annual meeting and shall be for the
purpose of electing and installing officers, receiving reports of officers and committees, and for any other
business that may arise.
Section 3. Special meetings may be called by the President or by the Chapter Board and shall be
called upon written request by 3 members. The purpose of the meeting shall be stated in the call, except in
cases of emergency, at least 10 days notice shall be given.
Section 4. Twelve members shall constitute a quorum at any regular or special meeting.
Article V. Chapter Officers
Section 1. Chapter Officers
The Officers of the Chapter shall be a President, Vice President, Treasurer, and Newsletter Editor.
Section 2. Term of Chapter Office
A. The Officers shall be elected annually for a term of (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 on (1 January)
and continue through (31 December).
B. No member shall hold more than (2) Chapter offices at a time, and no member shall be eligible to serve
more than (3) of 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.
A. The Chapter President shall:
• Preside at all meetings of the Chapter and the Chapter Board
• Appoint all standing committee chairpersons and other committees as authorized by
the Chapter Board
• Be an ex-officio member of all committees except the Nominating Committee
• Represent the Chapter at Leadership Conference/Presidents Council Meeting(s)
• Maintain communications with the Association and respond to Association inquiries
• Be responsible for submission of the chapter annual report to the Association within 30 days after
the annual general meeting
• Supervise budgetary matters and proper internal control of finances
• Perform other duties as pertain to the office of President, or which may be delegated by the Chapter
B. The Chapter Vice President shall:
• Perform the duties of the President in the event of his/her absence or disability
• Chair the Organization and Finance committees
• Perform other duties as pertain to this office
C. The Chapter Secretary shall:
• Take minutes of the meetings of the Chapter Board
• Maintain accurate lists of the membership, and attendance records
• Be responsible for the legal affairs, Chapter reports, and communications and
correspondence pertaining to the Chapter
• Perform other duties as pertain to this office
D. The Chapter Treasurer shall:
• Be custodian of Chapter funds
• Receive all monies and disburse funds only upon the sanction of the Chapter Board,
or the Chapter membership
• Remit dues to the Association as required
• Submit a written report at each regular meeting
• Submit books and records for audit when required
• File any and all tax forms required
• Perform other duties as pertain to this office
E. The Immediate Past President of the Chapter shall:
• Serve in an advisory capacity
• Perform other duties as pertain to this office
Section 4. Chapter Vacancies
A. If a vacancy should occur in any office, except that of Immediate Past President, the vacancy shall be
filled by Chapter Board appointment.
B. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain 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 will be requested via e-mail to the entire membership at the beginning of October each year.
Article VII. Chapter Board
Section 2. Chapter Elections
A. Officers shall be elected by ballot sent electronically to all members
Section 1. Chapter Board shall consist of the officers.
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. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter
Section 3. Authority
The Chapter Board shall have the authority to:
A. Expend funds allotted in the approved budget
B. Authorize non-budgeted expenditures not to exceed ($500) without prior approval of the membership
Section 4. Quorum - A majority of the Chapter Board shall constitute a quorum.
Section 5. Insurance - The Chapter Board shall secure whatever insurance coverage is
deemed necessary to meet the needs of the Chapter.
Article VIII. Chapter Committees
Section 1. There may be the following three standing committees: membership, education and
Section 2. Duties of standing committees (when applicable)
A. The membership committee shall promote interest in the Chapter, and in the Association, and conduct
an ongoing membership campaign. When requested by the Association, the local Chapter, though its
membership committee, shall receive and forward applications for membership to the Association.
B. The education committee shall recommend and oversee seminars and programs of professional
C. The certification committee shall assist the chapter CISA/CISM/CGEIT coordinator(s) in promoting the
examinations and professional designations locally, and shall provide assistance in planning and
conducting review courses within the chapter.
Section 3. Special and/or additional standing committees may be created as deemed necessary by
the chapter board.
Article VIII. Dissolution
To effect dissolution of the Chapter, 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 go to a welfare, education or civic project designated by the
Chapter membership, pursuant to Section 501 (c) (6) of the US Internal Revenue Code, with the approval of
the Association’s international President and Chief Executive Officer.
Article IX. Parliamentary Authority
The rules contained in the latest edition of Robert’s Rules of Order, Newly Revised, shall be the authority for
all matters of procedure for the Chapter not specifically covered by its bylaws.
Article X. Amendment of Chapter Bylaws
The Chapter shall forward all bylaws amendments to the Association, with changes indicated, as the
Association Membership Board must give approval to all bylaws amendments prior to submitting them for a
vote by the Chapter membership. The Chapter Board shall conduct a periodic, ideally annual, comparison
of the Chapter practices to the bylaws. The Chapter Board must ensure the compliance of the bylaws with
the Association’s bylaws and applicable country requirements.
These bylaws may be amended at any regular meeting by a two-thirds (2/3) vote of the Chapter
membership, 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.