Chapter Bylaws

Bylaws of ISACA Jacksonville Chapter Inc.

Bylaws of ISACA Jacksonville Chapter Inc.

Effective: October 16, 2020
Article I. Name

The name of this non-union, non-profit organization shall be ISACA Jacksonville Chapter Inc., hereinafter referred to as “Chapter”, a Chapter affiliated with the Information Systems Audit and Control Association (ISACA), hereinafter referred to as the “Association”. Although the Chapter is affiliated with the Association and is subject to the Chapter Affiliation Agreement and other directives of the ISACA Board of Directors, the Chapter is a legally independent entity from the Association as well as any other association, enterprise, or entity, and is responsible for its own legal and administrative affairs, including compliance will all applicable laws and regulations.

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:

A. 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;
B. To encourage an open exchange of IT governance, IS audit, security, control, and assurance techniques, approaches, and problem-solving by its members;
C. 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;
D. 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
E. 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. 

A. Member — Any member of the Association 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 at the Chapter level.
B. Retired Member — Any member of the Association, 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. Student members shall be entitled to vote and hold office at the Chapter level.
D. Recent Graduate — Individuals who graduated within the last two years from a recognized college or university, subject to rules established by the Association Board. Recent Graduate members shall be entitled to vote and hold office at the Chapter level.

Section 2. Admission

A. Potential members shall:
  • Meet the requirements of membership as outlined in Article III, Section 1;
  • Complete an Association membership application form;
  • Pay required Chapter and Association dues to the Association; and
  • Follow the Code of Professional Ethics of the Association.
B. Membership in the Chapter shall be conferred upon an individual when the Association has accepted the membership application and received the required Association dues, fees, and assessments for that individual, and the Association or individual designates the Chapter.

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. Dues and fees must be paid in full to ISACA International. A member shall forfeit membership in the Chapter and Association if dues, fees or assessments have not been paid to the Association in compliance with terms as set by the ISACA Board of Directors and to the Chapter as required.
B. Resignation — Any member who resigns shall not be entitled to a refund of his/her annual Association membership or Chapter dues.

Section 4. Termination and Suspension

A. Only the Association has the authority to terminate Association and Chapter membership of an individual.
B. Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the Chapter.
C. A person whose membership in the Association has been suspended shall not be deemed a member of the Chapter during the period of suspension.

Article IV. Chapter Meetings

Section 1. Educational session
The chapter will host enough Educational sessions for the Chapter membership to fulfill the annual ISACA Minimum CPE requirement - unless otherwise determined by the Chapter Board.

Section 2. Annual General Meeting
The annual general meeting shall be held in June 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 ten percent of the members. The purpose of the meeting shall be stated in the notice of the meeting.

Section 4. Mail or Electronic Voting
Paper 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 the Annual General, or Special Meetings shall be fifteen members. In absence of a quorum, the meeting will be adjourned, and reconvened at the earliest opportunity, during September through May or as soon as possible after the summer break. 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 present and voting at any chapter meeting shall constitute an act of the membership. In the case of electronic votes, a majority of the votes received shall constitute an act of the membership.

Section 7. Notification
Members shall be notified a minimum of twenty-one days in advance of the annual general meeting. Members shall be notified at least ten days in advance of any special meetings. Notification may be by appropriate means including but not limited to postal mail, by email or by electronic messaging.

Article V. Chapter Officers

Section 1. Chapter Officers
The Officers of the Chapter shall be:
President, Vice President, Secretary, Treasurer, Immediate Past President, Webmaster and Communications Director, Membership and Certification Director, Academic Relations Director, Education Director, and Hospitality Director.

Section 2. Term of Chapter Officer
A. 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 annual meeting at which they are elected.
B. The Immediate Past President shall be the holder of the office of President prior to the current President.
C. No member shall hold more than two Chapter office(s) at a time. The President, Vice President, Secretary, Treasurer and Immediate Past President shall not be eligible to serve more than two consecutive terms in the same Chapter office. The officers who are Directors shall have no term limits.

Section 3. Duties of Chapter Officers and Directors
The Chapter Officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter.

A. The President shall:
  • Ensure ISACA and chapter board policies are followed;
  • Lead the annual strategic planning process to identify goals and objectives;
  • Establish a calendar of chapter activities;
  • Facilitate and preside at meetings of the Chapter and the Chapter Board;
  • Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement;
  • Appoint all committee chairpersons and members, with approval of the Chapter Board;
  • Be an ex-officio member of all committees;
  • Represent the Chapter at Leadership Conferences, and other conferences and functions, where appropriate or appoint another Chapter Board member as a representative;
  • 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 – 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;
  • Ensure chapter trainers for ISACA certifications are accredited by ISACA; and
  • Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.
B. The 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
  • Assume the office of President in the event of a vacancy in the office of President;
  • Ensure compliance with ISACA chapter requirements;
  • Ensure compliance with ISACA requirements to be eligible for marketing assistance;
  • Facilitate annual reviews of chapter documents; and
  • Perform other duties as pertain to this office, or which may be delegated by the Chapter Board.
C. The Secretary shall:
  • Take minutes of the meetings of the Chapter Board, special membership meetings, and annual general
    meeting, and distribute 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,
  • Schedule monthly board conference calls and quarterly in-person meetings;
  • Upload board meeting minutes to the chapter website;
  • Assist the President in the administration of Chapter membership meetings; and
  • Perform other duties as pertain to this office, or which may be delegated by the Chapter Board.
D. The 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 in a timely manner;
  • Remit dues to the Association as required;
  • Submit a financial summary for review during board meetings.;
  • Upload monthly financial summary to the chapter website;
  • In concert with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held at the Association;
  • Ensure compliance with ISACA financial and tax reporting requirements;
  • Ensure renewal of chapter incorporation;
  • Ensure renewal of General Liability and Directors & Officer insurance policies;
  • Prepare annual chapter budget and submit to the board for approval;
  • Submit annual financial statements for presentation to the membership at the annual general meeting;
  • Submit books and records for audit when required; and
  • Perform other duties as pertain to this office, or which may be delegated by the Chapter Board.
E. The Immediate Past President of the Chapter shall:
  • Provide advice and guidance to the new President and Chapter Board; and
  • Assist in planning and organizing chapter events;
  • Perform other duties as pertain to this office, or which may be delegated by the Chapter Board.
F. The Webmaster and Communications 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;
  • Issue the chapter newsletter on a regular basis as determined by the Board;
  • Ensure there is a secure location for board documents (minutes, financials, etc.);
  • Update Cvent and chapter site with seminar and meeting information;
  • Send seminar and meeting invitations and reminders from Cvent;
  • Oversee the maintenance and operation of the chapter web site, ensuring all content is up-to-date;
  • Coordinate with third-party Internet service providers, as appropriate; and
  • Perform other duties as pertain to this office, or which may be delegated by the Chapter Board.
G. The Membership and Certification Director shall:
  • Maintain accurate lists of membership, in accordance with locally applicable privacy laws;
  • Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy issues;
  • Report on membership data from the Association during board meetings;
  • Send renewal reminder letters to expired chapter members;
  • Download member information and update Cvent contacts monthly;
  • Download seminar attendee information from Cvent; and upload member CPEs to ISACA site within 5 days of a seminar;
  • Coordinate plans for maintaining and increasing Chapter membership;
  • Maintain resource material related to ISACA’s certifications;
  • Promote ISACA’s accreditations within the Chapter membership, including exam preparation sessions;
  • Maintain exam participation rate to sustain the local area as an exam writing site;
  • Ensure all certification training is conducted or overseen by ISACA-accredited trainers
  • 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, or which may be delegated by the Chapter Board.
H. The Academic Relations Director shall:
  • Provide liaison with academic institutions;
  • Establish opportunities to brief appropriate classes of academic institutions on ISACA, CISA, CISM, CGEIT and IT governance;
  • Proposes and schedules events to increase student and academia engagement;
  • Coordinate scholarship initiatives approved by the Chapter Board;
  • Liaise with appropriate professors, and where appropriate take steps to establish an “Academic Advocate” program in local academic institutions; and
  • Perform other duties as pertain to this office, or which may be delegated by the Chapter Board.
I. The Education Director shall:
  • Develop, with help/guidance from the Chapter Board, monthly topic lists and annual education budget for the Chapter;
  • Recommend and arrange interesting, informative topics that will contribute to the personal and professional growth of the membership, with assistance from the Chapter Board;
  • Identify speakers or panel/workshop leaders for each meeting, with assistance from the Chapter Board;
  • Be responsible to:
    - Collect biographical information about the speaker for use during his/her introduction and for
    publication on the chapter web site;
    - Manage all speaker arrangements with the Hospitality Director (i.e., travel, hotel, presentation
    materials); and
    - Work with Hospitality Director to ensure that any special equipment required by the speaker(s) is
  • Provide a minimum of one “standby” program for the current year in the event of an emergency/no show;
  • Build a library of program topics, course materials and speakers;
  • Survey members to determine topics of interest;
  • Distribute and collect evaluation forms at appropriate meetings and provides a report of the results to the chapter board;
  • Coordinate with hospitality director to confirm venue, catering, etc. for educational seminars;
  • Coordinate with the Chapter Treasurer, as appropriate, to obtain a gift, honorarium or fee for the speaker(s);
  • Send letter of thanks to the speaker(s);
  • Maintain a record of monthly meetings and attendees, as retention of such is crucial when a certification holder in the chapter is audited and needs to verify his/her attendance; and
  • Perform other duties as pertain to this office, or which may be delegated by the Chapter Board.
J. The Hospitality Director shall:
  • Be responsible for ensuring contracts are in place with all facilities used for chapter meetings and functions;
  • Be responsible for meeting setup including the arrangement for refreshments, physical set up, and presenter requirements, such as handouts and accommodation reservations;
  • Recommend marketing giveaways from ISACA and external vendors;
  • Ensure availability of marketing giveaways for member meetings;
  • Be responsible for ensuring timely posting of all notification for chapter meetings and functions;
  • Be responsible for managing payments for chapter meetings and functions;
  • Be responsible for tracking attendance, greeting and checking in attendees, and issuing CPE forms; and
  • Perform other duties as pertain to this office or which may be delegated by the Chapter Board.
Section 4. Chapter Officer Vacancies
A. If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President
B. If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board.
C. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.
D. 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 Élections for Officers and Directors

Section 1. Chapter Nominations
  1. The Chapter Board shall solicit candidates for office from the Chapter membership and shall nominate candidates for offices to be filled at the annual general meeting or at another time, by electronic means, as determined by the Board of Directors. There may be more than one candidate for a position.
  2. Nominations from the floor at the General Meeting shall not be permitted.
  3. 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
Officers shall be elected by ballot delivered by hard copy or by electronic means. When the election is held in an in-person meeting, a voice vote may be used if there is only one candidate for an office, and ballot vote must be used when there are multiple candidates for an office.

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:
  1. Supervise the affairs and conduct the business of the Chapter between business meetings;
  2. Make recommendations to the membership;
  3. Have regular monthly Chapter Board meetings at a time and place determined by the Chapter Board, except
    during the period June through August;
       a. A special planning meeting shall be held during the period of June through August; and.
       b. Special meetings of the Chapter Board may be called by the President, and shall be called upon the written request of three members of the Board. Notice must be given at least 48 hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting;
  4. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter; and
  5. May conduct meetings as follows:
       a. Regular or special meetings of the chapter board may be held electronically;
       b. A conference call meeting must be arranged at least 48 hours in advance of the call;
       c. 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; and
       d..The minutes of the meeting shall be approved at the next meeting.
Section 3. Financial Authority
The Chapter Board shall have the authority to:
  1. Approve the annual budget;
  2. Expend funds allotted in the approved budget; and
  3. Authorize and/or Approve non-budgeted expenditures. Authorizations and/or Approvals for non budgeted expenditures under $500 may also be approved by the President, Vice President, or Treasurer and one other Officer
Section 4. Fiscal Year & Annual Financial Statements
  1. The fiscal year of the Chapter shall run from July to June unless otherwise established by the Chapter Board.
  2. The Chapter Board shall ensure that annual financial statements are prepared, approved by the Chapter Board, made available to members, and submitted as part of the Chapter Annual Report to the Association.
Section 5. Insurance
The Chapter Board shall use commercially reasonable efforts to carry at all times adequate insurance coverage to insure the risk associated with the Chapter’s activities, and shall hold the Association harmless from any lawsuits, damages, other expenses or liabilities, arising out of the activities of the Chapter.

Section 6. Quorum
A majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting.

Section 7. Removal
  1. Any Officer for conduct unbecoming, or who fails to attend three board meetings within a year or three committee meetings within a year may be brought before the Board and may be removed from office by a majority vote of the Board of Directors.
  2. Any Officer may be removed with or without cause, at any meeting of the Board, by a majority vote of the
    members of the Board of Directors.
  3. Any Officer being considered for removal from the Board shall have the right to be heard by the Board before
    an official vote is taken.

Article VIII. Chapter Committees

Section 1. Audit Committee
There shall be an Audit Committee for the purpose of handling any complaints about members, board members, or Board or Chapter activities. The Audit Committee will consist of the Vice President, the Immediate Past President and the Chapter Auditor.

Section 2. Special Committees
Other committees may be created as necessary by the Chapter Board.

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 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 written 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; or
  • By mail or electronic ballot. Members will be given 10 days after the ballot is sent out to respond. The Quorum rule in Article IV, Section 5 shall apply to determine if sufficient ballots are returned;
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.