ISACA – ISLAMABAD CHAPTER
BYLAWS
Effective: September 01, 2023
ARTICLE I – NAME
- The title of this not-for-profit entity will be the Information Systems Audit and Control Association – Islamabad Chapter (referred to hereafter as the "Chapter"), which is a constituent of the Information Systems Audit and Control Association (ISACA) (referred to hereafter as the "Association"). Besides its inherent connection with the global organization, the Chapter functions as a distinct entity separate from any other association, business, or entity.
- The Current Registered office of the chapter is “27-E, 1st Floor, Ali Plaza, A.K. Fazl-ul-Haq Road, Sector G-6/3, Blue Area, Islamabad, Pakistan, PO. 44000.
ARTICLE II – PURPOSE
- The main objective of the Chapter is to advance the education of individuals and promote diversity, equity, and inclusion within the IT governance, IS audit, security, control, and assurance professions, ensuring equal opportunities for all members.
- To be more precise, the goals of the Chapter encompass:
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- Facilitating its members' education and contributing to expanding their expertise within the interconnected domains of IT governance, IS audit, security, control, and assurance.
- Fostering an environment that encourages the open exchange of techniques, approaches, and solutions related to IT governance, IS audit, security, control, and assurance among its members.
- Cultivating effective communication channels to keep members well-informed about current developments in IT governance, IS audit, security, control, and assurance, can prove advantageous for both them and their employers.
- Advocating the significance of establishing necessary controls to ensure proper IT governance and the efficient organization and utilization of IT resources, a message was conveyed to management, auditors, universities, and IS professionals.
- Promoting the professional certifications and the principles of IT governance endorsed by the Association.
- Facilitate networking opportunities among professionals, experts, and organizations in the field.
- Forge partnerships with academic institutions, government bodies, and industry stakeholders to promote best practices.
- Uphold the highest ethical standards and principles of professional conduct among the members.
- Promote adherence to regulatory and compliance frameworks in information systems and assurance.
- Engage in community outreach initiatives to promote cybersecurity awareness and best practices among the public.
- Encourage research and innovation in information systems, cybersecurity, and assurance domains.
- Expand the chapter's membership base by attracting professionals and students interested in information systems, cybersecurity, and assurance.
ARTICLE III- MEMBERSHIP AND DUES
i. Categories and Eligibility
Membership in the Association is obligatory to be a member of a Chapter. Thus, upon enrolling in a Chapter, an individual must also become a member of the Association, entailing corresponding privileges and obligations.
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- Member: Any person expressing an interest in the objectives and aims outlined in Article II is qualified for membership in both the Chapter and the Association, contingent upon regulations set forth by the Association Board. Members are authorized to participate in voting and assume leadership roles.
- 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 at the chapter level.
- Student Member: A full-time student currently enrolled in a degree program of an accredited college/university subject to the rules established by the Association Board. Student Members are entitled to vote for student positions and can hold non-executive level positions. The chapter President and Vice President will decide with mutual consultation which positions they can hold.
ii. Enrollment
a) Prospective members are expected to:
· Fulfill the membership prerequisites detailed in Article III, Section 1.
· Fill out an application form for Association membership.
· Submit the necessary fees to both the Chapter and the Association.
· Adhere to the Association's Code of Professional Ethics.
b) Individual membership in the Association will be granted once the Association approves the membership application and receives the mandatory Association fees, charges, and evaluations for that individual.
iii. Membership Fees
· Chapter dues, in addition to Association dues, are to be settled by 1 January each year, with the precise amount determined by the Chapter Board.
· Complete payment of dues and fees is mandatory for ISACA International.
· Membership will be revoked if a member fails to fulfill dues, fees, or assessments as per ISACA Board of Directors' regulations and Chapter requirements.
· Resignation — A member who chooses to resign will not receive any reimbursement of their yearly membership dues."
· Any Member demonstrating financial hardship, the chapter can pay their partial or full dues, subject to the board approval.
ARTICLE IV – CHAPTER Meetings
i. Educational Sessions
Educational sessions of the Chapter membership shall be held bi-monthly unless otherwise determined by the Chapter Board. If an individual attends but does not pay in full for a chapter event, the chapter can restrict the attendance of that individual at future chapter events.
ii. Annual General Meeting
The annual general meeting shall occur within 2 months after the end of every year. Its purpose is to elect officers, receive officer, committee reports, evaluate chapter progress and address any other arising matters. The Chapter Board shall determine the date and location of this assembly.
a) This meeting shall be presided by the President of the Chapter. In the event the President is unable to preside, Vice President shall hold this chair.
b) All business coming before the members at an AGM or Extraordinary General Meeting (EGM) for approval, shall be approved by a majority vote of those present, provided there is a quorum, unless otherwise required by the Bylaws of the chapter.
c) All members and present in person shall be eligible to vote at the AGM.
d) Voting shall be by ballot unless waived by the majority of the members present.
The following agenda is set for the Annual General Assembly:
· Receipt of the Chapter Board's Annual Report
· Receipt of the financial statement
· Election of the Chapter Board
· Selection of auditors
· Transaction of any other business with a written notice of fourteen (14) calendar days given to the Secretary.
· Any proposed motion must be communicated to members with at least seven (7) days' notice.
iii. Extraordinary (Special) General Meeting
Extraordinary (Special) General meetings may be called by the President, the Chapter Board or upon written request by 15 of the members. The purpose of the meeting shall be stated in the call.
iv. 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.
v. Quorum for Chapter Meetings
The quorum at the Annual General Meeting and Extraordinary (Special) General Meeting shall not be less than twenty (20) members. In the event of there being no quorum, the meeting shall be adjourned and reconvened two weeks later, unless otherwise determined by the Board. The new date and time will be communicated to members.
vi. Membership Decisions
The affirmative vote of the majority (simple majority) of the members at any chapter meeting shall constitute an act of the membership.
vii. Remote Participation
Remote participation of members for meetings and conferences through digital means can be considered by the board. Remote Participation guidelines and acceptable use policy shall be developed and floated among members for their effective participation. A virtual attendance system can also be considered to be incorporated.
viii. Notice
Members shall receive notice at least 14 days ahead of the Annual General meeting. For educational gatherings, a minimum 10-day notice shall be provided to members, unless in emergency cases. Notices can be sent via postal mail, email, or telephone.
ARTICLE V – Governing Body
i. Chapter Body
The Chapter body shall consist of the “President”, “Vice-President”, “Secretary”, “Joint Sectary”, “Chairman Membership & Certification” and “Chairman social media & Publications”, all of whom shall be elected in accordance with Section 1 of Article VI. The Immediate Past President shall be an ex-officio, nonvoting member of the Chapter Board. His term shall follow that of the current President.
ii. Duties & Responsibilities
a) President
· Preside at meetings of the Chapter and the Chapter Board.
· Appoint all committee chairpersons and members.
· Ensuring chapter board policies are followed.
· Be an ex-officio member of all committees except the Nominating Committee.
· Represent the Chapter at Leadership Conferences and other conferences and functions, where appropriate, or appoint another Board member as a representative.
· Led the annual strategic planning process to identify goals and objectives for the chapter, ensuring those align with ISACA’s global mission and initiatives.
· 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
· Maintain communications with the Association and respond to association inquiries.
· Establishing a chapter calendar, including target dates for task completion.
· Be responsible for the 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.
· Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.
b) Vice-President
· 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 (temporary incapacity).
· Perform other duties as pertain to this office.
c) Secretary
· Take minutes of the meetings of the Chapter Board, membership meetings, and annual general meetings, and maintain a copy of the records.
· Maintain accurate attendance records.
· Be responsible for the legal affairs, Chapter records, and correspondence about the Chapter.
· Assist the President in the administration of Chapter membership meetings, and perform other duties as pertain to this office.
· Keep records of all the matters of the chapter in printed form and store it at chapter office.
d) Treasurer
· 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 tax forms required, and perform other duties as pertain to this office.
· Digital accounting tools and record keeping mechanism can be adopted subject to the auditability of these tools. The selection of the tools and mechanism shall be subjected to the approval of board members.
e) Joint Secretary
· Assist the Secretary in performing the duties of the Secretary.
· The Assistant Secretary shall assume the duties of the Secretary in the absence or disability of the Secretary.
· Contribute to the work of the Chapter Board on a wide variety of topics and projects supporting vision and mission of the chapter.
· Perform other duties as pertain to this office.
f) Chairman Membership & Certification
· Develop membership growth strategies to expand the chapter's reach.
· Promote ISACA certifications through workshops and awareness campaigns.
· Foster member engagement via events, networking, and knowledge-sharing.
· Ensure member satisfaction and address concerns to improve retention.
· Provide regular reports to chapter leadership on membership and certification matters.
g) Chairman Social Media & Publication
· Establish and manage the chapter's social media presence across platforms.
· Create and share relevant content to promote chapter activities and industry insights.
· Coordinate with the communications team to ensure consistent messaging.
· Oversee the production of chapter publications, such as newsletters or reports.
· Foster engagement by encouraging discussions and interaction within the chapter's online community.
· Develop and update guidelines for dealing with social media and publications so that data protection, privacy and information integrity can be maintained. These guidelines will be approved by the board.
iii. Chapter body Vacancies
a) The office of a member of the Chapter Board shall ipso facto be vacated if:
· He ceases to be a member of the Chapter for any reason; including that provided by Article III.
· He resigns his seat on the Chapter Board; a written notice of resignation shall be provided to the Chapter President and/or the Secretary.
· He absents himself at least 25% of the 12(+/-) meetings of the Chapter Board without sufficient reasons acceptable to the Chapter Board.
· He has been convicted of an offense by a court of law and sentenced to imprisonment for a term not less than 6 months and has not received a free pardon.
b) If a vacancy should occur in the office of the President, the vacancy shall be filled by the Vice-President for the remaining tenure.
c) If a vacancy should occur in any other office, except that of the Immediate Past President, the vacancy shall be filled by the Chapter Board.
d) If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.
ARTICLE VI – NOMINATIONS AND ELECTIONS
i. Chapter Nominations
· A Nominating Committee of three past Presidents shall be elected by the Chapter Board at their 1st Board meeting.
· The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for offices to be filled at the annual general meeting.
· Members may also submit nominations to the Nominating Committee via email or postal main. The Nominating Committee will coordinate with the nominees and obtain their consent for election to a particular position.
· The Nominating Committee shall report to the membership by email and details will be posted on the Chapter’s website 21 days before the AGM.
· Nominations shall only be permitted from the floor when there are fewer nominations than the number of offices to be filled prior to the election. Each candidate shall have consented to serve and shall have completed a Willingness to serve agreement and Conflict of Interest form.
· Only chapter members shall be eligible to serve as an Officer. When the Nominating Committee provides recommendations on the nominees at the Annual General Meeting, they can also consider the nominees’ track record, experience, capabilities, skills, professional qualifications, integrity, field of expertise relevant to the association, potential to contribute to the effectiveness of the Chapter Board and any conflict of interest that could impede their impartiality, decision making or dedication to the chapter as outlined in Article II.
· The Nominating committee shall develop a Conflict of Interest form and nominees will be required to acknowledge it at the time of sending nominations.
· Members of the Chapter Board are expected to attend at least 75% of the 12(+/-) board meetings per term and commit at least 8 hours per month to their responsibilities.
· A minimum of one year of service on the Chapter Board, shall be required before assuming the role of President, Vice President, Secretary or Treasurer.
· The Nominating Committee shall have sole discretion regarding the acceptance of nominations and the selection of nominees from those eligible for nomination.
ii. Tenure of Chapter Board
· Tenancy of board members shall be two years. The year start from the date of elections.
· The board elections can be convened earlier if president of the board dissolves it due to any reason.
· The chapter shall go for elections immediately after board dissolution.
iii. Chapter Elections
· Officers shall be elected by ballot.
· In the event there is only one candidate for any office, voting on that office may be by voice.
ARTICLE VII - STANDING COMMITTEES
i. The Board shall determine the composition of the standing committees.
ii. There shall be the following Standing Committees:
· An Audit Committee consisting of at least three individuals. The majority shall be non-Board members of the Chapter. The Chairman of the Audit Committee shall be a non-board member.
· A Nominating Committee consisting of three Past Presidents of the Chapter, none of whom serve on the Chapter Board.
· A Conference Committee consisting of at least three members of the Chapter Board.
iii. Other Committees may be appointed by the President as deemed necessary, to carry out the activities of the Chapter.
iv. The Chairmen of the Standing Committees shall be appointed by the President.
v. Each Committee Chairman shall appoint members of the Committee, subject to the approval of the President and Chapter Board.
vi. The President shall be an ex-officio member of all committees, except the Nominating Committee.
vii. The Standing Committees shall report to the President and shall be responsible for the functions set out in the terms of reference approved by the Chapter Board. They shall have such other duties as the Chapter Board may prescribe.
ARTICLE VIII - CHAPTER BOARD
i. Financial Authority
The Chapter Board can review and adjust the annual budget periodically to reflect any significant changes in the Chapter's financial situation or strategic direction.
The Chapter Board shall have the authority to:
a) Approve the annual budget
b) Disburse funds allotted in the approved budget
ii. Fiscal Year & Annual Financial Statements
a) The fiscal year of the Chapter shall run from 1 January to 31 December 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 to the Association as part of the Chapter Annual Report.
ARTICLE IX – AUDIT
- The financial records and statements of the Chapter shall be audited annually by a firm of public accountants approved and appointed at the Annual General Meeting. The Auditors shall have access to all books, accounts, vouchers, and other documents of the Chapter which they deem necessary to carry out their task.
- The Auditors shall express an opinion on the truth and fairness of the Chapter's statement of accounts, having regard to the provisions of the laws and regulations concerning the finance and accounts of the Chapter. The Auditors' report to the members shall be presented together with the statement of accounts before the Annual General Meeting.
- The Auditors may be called by the Audit Committee to conduct a special examination of and submit a report on the accounts at any time during the course of the year in addition to the annual audit at a fee approved by the Audit Committee on the recommendation of the Chapter Board.
- The annual audit shall be completed and finalized in 20 calendar days and presented to the board. The president has the responsibility to float the audit report to the members within 7 calendar days after submission of the report.
ARTICLE X – INDEMNIFICATION
- The Chapter shall indemnify any and all of its directors or members or former directors 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 the performance of duty and to such matters as shall be settled by agreement predicated on the 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 – 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 21 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 the Pakistan Societies Act with the approval of the Association’s International President and Chief Executive Officer.
- Notice of dissolution shall be given within 7 days of dissolution to the Registrar of Societies Pakistan.
ARTICLE XII – PRESS AND PUBLIC STATEMENTS
All press and public statements for and on behalf of the Chapter shall be made by the President or the Honorary Secretary or such other member as shall be authorized by the Chapter Board.
ARTICLE XIII – ESSENTIAL CERTIFICATE
Certified that this is the correct copy of the rules and regulations of the chapter