Chapter Bylaws

Bylaws of ISACA LAGOS Chapter Effective: 31 August 2018

 

Article I. Name

 

The name of this non-union, non-profit organization shall be ISACA Lagos Chapter, hereinafter referred to as “Chapter”, a Chapter affiliated with the Information Systems Audit and Control Association (ISACA), hereinafter referred to as the “Association” and governed by the chapter affiliation agreement. 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 and Promise

 

Chapter’s Purpose

 

The primary purpose of the Chapter is to help business technology professionals and enterprises realize the positive potential of technology for the improvement and development of their capabilities relating to the auditing of, management consulting in, or direct management of the fields of Information Technology (IT) governance, IT risk management, Information Systems (IS) audit, security, control and assurance.

 

Chapter’s Promise

 

The promise of the Chapter is to inspire confidence that enables innovation through technology for the improvement and development of auditing, management consulting, or direct management of the fields of Information Technology (IT) governance, risk management, 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 IS audit, IT governance, security, control and assurance;
  • To encourage an open exchange of IS audit, IT governance, security, control, and assurance techniques, approaches, and problem solving by its members;
  • To promote adequate communication to keep members abreast of current events in IS audit, IT governance, 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

 

Article III. Membership and Dues

 

Section 1 Classification and Qualifications

 

Membership in the Association is a pre-requisite for membership in the Chapter. Therefore, upon joining the Chapter, a person must have also joined the Association, with accompanying rights and responsibilities.

 

  1. Professional 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 Members shall be entitled to vote and to hold office.
  2. Retired Member — any member, who presents proof of retirement status, subject to rules established by the Association Retired members shall be entitled to vote and hold office at the Chapter level.
  3. Student Member — full time student currently enrolled in a degree program of an accredited college or university, subject to rules established by the Association Student members shall be entitled to vote

but not hold office at the Chapter level.

  1. Recent Graduate Member — personalities that have graduated within the last two years from an accredited college or university within the last two (2) years, 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

 

  1. Potential members shall:
    1. Meet the requirements of membership as outlined in Article III, Section
    2. Complete an Association membership application
    3. Pay required dues to the Chapter and the Association.
    4. Comply with the Code of Professional Ethics of the

 

  1. Membership in the Association 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

 

Section 3  Dues

  1. 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 remitted in full to ISACA International. A member shall forfeit membership if dues, fees or assessments have not been paid in arrears of three (3) months to the Association in compliance with terms as set by the ISACA Board of Directors and to the Chapter as
  2. Resignation — any member who resigns shall not be entitled to a refund of his/her annual membership

 

Section 4. Termination and Suspension

  1. Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the
  2. A person whose membership in the Association has been suspended shall not be deemed a member of the Chapter during the period of

 

Article IV. Chapter Meetings

 

Section 1              Educational sessions

Educational sessions of the Chapter membership shall hold at minimum every other month unless otherwise determined by the Chapter Board.

 

Section 2              Annual General Meeting

The annual general meeting shall hold in the month of March annually except if there are any unforeseen circumstances or "act of God", 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, the Chapter Board or upon written request by minimum of twenty (20) members. 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 being considered at a special meeting.

 

Section 5               Quorum for Chapter Meetings

The quorum for any annual general or special meeting shall be fifty (50) members. In absence of quorum, the meeting will be adjourned, and reconvened at a future convenient date with the new date and time 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.


Section 7               Notification

Members shall be notified twenty-one (21) days in advance of the annual general meeting. Members shall be notified at least ten (10) days in advance of any 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 minimum of thirteen (13) in number, comprising:

President, Vice President, Secretary, Treasurer, Immediate Past President, Financial Secretary, Assistant Secretary, Certification & Membership Director, Information & Branding Director, Education Director, Marketing Director, Government & Regulatory Advocacy, and Research & Technical Director.

 

Section 2 Terms of Chapter Officers

 

  1. All Chapter Officers, except the Immediate Past President, shall be elected for a single 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.
  2. No member shall hold more than one Chapter office at a time, and no member shall be eligible to serve more than one term in the same Chapter office. A member is limited to two consecutive terms as a Chapter Officer, with the exception of Immediate Past President, President, and Vice President
  3. Any chapter officer may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified therein, or, if no time is specified, then
  4. Any chapter officer may be removed from office, with established cause, by a three-fourths (3/4) vote of the voting members at any Board meeting called expressly for that purpose. In the event that a chapter officer resigned or is removed, the replacement (new chapter officer) shall be done through Board consideration of qualified Chapter Board member or existing committee members. Such remaining tenure served by the replacing officer provided that he/she is not from serving Board shall not be counted as part of his serving tenure when considering election matters. Likewise, he/she shall not have the right to contest for post of Vice President while serving as replacement of vacant
  5. Automatically the Vice President will succeed the President once the tenure elapsed. Likewise, should vacancy occur in the office of President during a normal tenure, the vacancy shall be filled by the Vice However, if he/she is not interested in the position or if such person is found as not capable to hold the office of the President particularly in terms of health or other misconduct, he must give at least 3 months’ notice to the Board. Consequently, a new President should be elected among the remaining qualified Board members by simple voting on election date which will be based on the following criteria retrieved from board performance assessment previously done as group and individually during a Board meeting: The individual board member performance shall be the average of aggregated ratings from other board members based on job function key performance indicators (KPIs).

 

  1. Minimum 80% attendance at chapter events and
  2. Above average rating: A++, A+ or A in performance

 

RATING TABLE

  1. A++ = 95% - 100%
  2. A+ = 90% - 94%

iii.     A   = 75% - 89% iv.     B    = 60% - 74% v. C = 50% - 59%

  1. D    = Below 50%

 

The Board member evaluation and ranking shall be done annually by Board members at the beginning of every year.

 

 

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 (Companies and Allied Matters Act 2004 or as may be amended).

 

  1. 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 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, and
    • Serve as liaison and advisor in coordinating the activities of the local Chapter in support of the Association,
    • Perform other duties as pertain to the office of President, or which may be delegated by the Chapter

 

  1. 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,
    • Serve as Finance Committee Chair-person,
    • Serve as Bylaws Committee Chair-person,
    • Manage and track the chapter strategy, and
    • Perform other duties as pertain to this

 

  1. The Chapter Secretary shall:
    • Take minutes of the meetings of the Chapter Board, membership meetings, and annual general meeting, and maintain a copy of the records,
    • Maintain accurate attendance records,
    • Effectively supervise the chapter secretariat and its staff
    • Maintain and update the Standard Operating Procedures (SOP) and other Chapter
    • Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter,
    • Assist the President in the administration of Chapter membership meetings, and
    • Perform other duties as pertain to this

 

  1. The Chapter Assistant Secretary shall:
    • Assist the Secretary in his/her duties,
    • Perform the duties of the Secretary in the event of his/her absence or disability, and
    • Perform other duties as pertain to this office or assigned by the

 

  1. 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 of the Association as required,
    • In concert with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar account held at the
    • Perform other duties as pertain to this

 

  1. The Financial Secretary shall:
    • Submit a monthly financial statement to the Board which clearly shows performance for the month and the

  • Submit financial statements that serves to measure performance of the budget and previous year
  • Submit a written report at each regular meeting, which should show the financial performance of the chapter for the period under review
  • Submit annual financial statements for presentation to the membership at the annual general meeting,
  • Submit books and records for audit when required,
  • File any and all tax forms required, and
  • Perform other duties as pertain to this

 

  1. The Immediate Past President of the Chapter shall:
    • Provide advice and guidance to the new President and Chapter Board, and
    • Perform other duties as pertain to this

 

  1. The Information and Branding 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,
    • Assist in expanding awareness and use of ISACA Professional Certifications
    • Coordinate the activities of the Information and Branding committee, and
    • Perform other duties as pertain to this

 

  1. The Certification and Membership Director shall:
    • Maintain resource material related to ISACA certifications,
    • Promote ISACA certification accreditation within the Chapter membership, including exam preparation sessions when demand warrants such,
    • Maintain membership record and exam participation rate to sustain the chapter active participation,
    • Report to Chapter Board on membership growth and retention strategy at every Board meeting,
    • Act as a liaison between exam participants and the Association,
    • Establish opportunities to brief appropriate classes of academic institutions on ISACA, CISA, CRISC, CISM, CGEIT and IT governance,
    • Provide liaison with academic institutions, with appropriate professors, and where appropriate take steps to establish an "Academic Advocate" program in local academic institutions,
    • Coordinate scholarship initiatives approved by the Chapter Board,
    • Coordinate the activities of the Membership and Certification committee, and
    • Perform other duties as pertain to this

 

  1. The Marketing Director shall:
    • Primarily seek sponsors of the Chapter events,
    • Prepare annual revenue budget to be ratified by Board,
    • Assist in getting strategic partners to sponsor the Chapter on an annual basis,
    • Conduct general marketing and publicity of the Chapter, ISACA certifications, products, services, the Association, and any other new initiative,
    • Coordinate initiatives involving partnerships and alliances,
    • Acquire any required marketing materials from ISACA International as authorized by the Chapter Board,
    • Exercise general policy control and direction of any mail-out kits, publications, editorial or advertising which the Chapter may issue, authorize or sponsor under the direction of the Chapter Board,
    • Coordinate the activities of the Marketing committee, and
    • Perform other duties as pertain to this

 

  1. The Education Director shall
    • Coordinate the activities of the Education
    • Encourage Chapter members to participate in review of Association standards and guidelines,
    • Provide liaison with other Associations on IT governance issues and approaches to dissemination,
    • Assist in the inclusion of IT governance presentations in the chapter education sessions,
    • Coordinate with outside bodies on awareness, presentations and conferences related to IT governance,
    • Stay current with the offerings of the Association as related to COBIT and other IT-governance resources

  • Prepare annual training calendar and arrange relevant training sessions for organizations as in-plant.
  • Perform other duties as pertain to this office

 

L.      The Research & Technical Director (RTD) shall

  • Coordinate the activities of the Research and Technical committee,
  • Liaise with other associations on technical issues,
  • Manage the web site/portal of the Chapter,
  • Provide research materials for publication in the e-newsletter,
  • Identify technology issues of national and regulatory concern for escalation to appropriate bodies,
  • Research into developments in technology and communicate to members,
  • Provide environment for members to share knowledge, experience and ideas on technical issues, and
  • Perform other duties as pertain to this

 

M.    The Government & Regulatory Advocacy (GRA) Director shall

  • Know and understand ISACA’s certifications and how they support the credibility, capability and professionalism of ISACA members.
  • Know and understand ISACA knowledge developments (COBIT) and how it supports the credibility, capability and professionalism of ISACA members.
  • Ability and interest to create a separate working group (led by the Board and Chapter president) to assist the Board with assessing local and regional regulatory and government landscape and how ISACA could
  • Identify local or regional government and regulatory outreach opportunities for
  • Work with other members of the Chapter Board, where appropriate advancing the awareness and existence of ISACA and members, its certifications and
  • Work with the Chapters’ newsletter editor, to initiate articles on importance and/or chapter progress in
  • Serve as the Chapter contact and liaison to ISACA GRA Subcommittee and ISACA HQ advocacy
  • Assess and determine the areas of regulation and potential legislation which could have an adverse impact to ISACA credentials, knowledge (COBIT) and its
  • Assess and contact the right Government or Regulatory official to speak at a local, regional or global ISACA professional training program or conference.
  • Make presentations or identify others to make presentations to promote the interests of ISACA credentials, knowledge (COBIT) and its
  • Share feedback about discussions and activities with the ISACA regional GRA Subcommittee when called upon, including during their regular conference calls when appropriate.

 

 

Section 4. Chapter Office Vacancies

 

  1. If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.
  2. If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter
  3. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine
  4. If a Chapter officer’s membership in the Association shall for any reason become terminated, that individual’s position as Chapter officer shall automatically become

 

Article VI. Nominations and Elections

 

Section 1. Chapter Nominations

 

  1. A Nominating Committee of five members shall be elected by the Chapter Board at their
  2. 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
  3. Nominations from the floor shall not be permitted prior to the Each candidate shall have consented to serve and shall have completed a “Willingness to Serve” agreement and Conflict of Interest

form.

  1. For a member to be eligible to hold a Chapter office, he/she must have served as Committee member, be a practitioner of Governance, Risk and Compliance (GRC) and possesses any of the ISACA
  2. For a member to be eligible to hold a Chapter office, he/she must have been paying the chapter membership dues for three consecutive years and should have paid the current year’s membership

 

 

Section 2. Chapter Elections

 

  1. An ad-hoc Electoral Committee shall be constituted by the Board three (3) months ahead of the AGM where the general elections will be conducted.
  2. The Committee will be made up on a maximum of five (5) Nominations into the Electoral Committee will be guided by the following steps:
    1. Nominees must be active financial members.
    2. Nominees will indicate their interest to serve in this committee by completing the Willingness- to-Serve
  • The Board members shall select the members of the committee based on simple majority
  1. The terms and duties of the Electoral Committee are as follows:
    1. The Electoral Committee shall conduct ballot system election
    2. The decision of the Electoral Committee shall be final regarding any dispute that may arise during the course of the election.
  • The Electoral Committee shall give each candidate maximum of 3 minutes to give a brief of themselves before the voting
  1. Should there be a tie in the vote for any position, other than the position of the Vice President; the vote shall be passed to the existing Board members to decide by vote. Conversely, should there be a tie in the vote for the position of the Vice President, the deciding vote shall be passed to the Immediate Past President for final decision as he/she does not part-take in the initial voting at Board meeting for Vice President
  1. The Electoral Committee shall be dissolved immediately after the swearing-in of the elected officers by the Immediate Past
  2. In the event there is only one candidate for any office, voting on that office may be by

 

 

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. Be subject to the orders of the membership
  4. Meet every other month at a time and place determined by the Chapter Board
  5. Perform the duties prescribed in these bylaws, in the parliamentary authority adopted by this Chapter, and as may be required the Companies and Allied Matters Act, 2004 or
  6. Ensure that duly appointed trustees of the Chapter as registered with Corporate Affairs Commission comprises of Immediate Past Presidents available, President and any other Board
  7. Engage the services of qualified solicitor for the Chapter as and at when deemed
  8. 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. 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 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 in-person meeting.

  1. Grant past Board members of the Chapter benefit of attending CPE organized by the Chapter free of
  2. Appoint an internal auditor from amongst members to carry out independent audits on a quarterly basis. The Auditor will be required to report on findings and make appropriate recommendations to the
  3. Appoint an external auditor who has the duty of auditing the Chapter accounts at the close of the fiscal year and reporting to the Chapter Board and subsequently to the members at the annual general meeting. If the completion date of the audit will be after the annual general meeting, members are to be advised that they may request a copy of the audit letter, to be communicated to them upon completion

 

Section 3. Financial Authority

 

The Chapter Board shall have the authority to:

  1. Prepare and approve the annual
  2. Expend funds allotted in the approved
  3. Conduct periodic budget
  4. Give regular reports to membership on the performance of the

 

Section 4. Fiscal Year & Annual Financial Statements

 

  1. The fiscal year of the Chapter shall run from 1st January to 31st December unless otherwise established by the Chapter Board.
  2. The Chapter Board shall ensure that annual financial statements are prepared, approved by the Chapter Board; audited by the external auditor; presented to members at the annual general meeting, and submitted as part of the Chapter Annual Report to the

 

 

Section 5. Insurance

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

 

Section 6. Quorum

A simple majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting.

 

 

Article VIII. Chapter Committees

 

 

Section 1.   Standing Committees

 

There shall be the following standing committees: Education, Membership and Certification, Information and Branding, Marketing, Young Professionals, Research and Technical, Finance, and Government & Regulatory Advocacy. The procedure for appointing committee members shall be in accordance with volunteering process which shall be ratified by Board members.

Ad-hoc Committees

There shall be the following ad-hoc committees; Finance, Disciplinary and Bylaws. Members drawn from Electoral Committee (past and present) shall constitute Bylaws committee with Vice President as Chairperson. The Finance committee shall comprise of Financial Secretary, Treasurer and Vice President.

 

 

Section 2.    Duties of Standing Committees

 

  1. The Education committee shall:
    1. Develop and implement the Chapter training calendar and educational events for the They shall also recommend and oversee seminars of professional education, except exam review courses.
    2. Provide resources to assist student members preparing for the various certifications
  • Manage the library, by ensuring that relevant books, journal and software are available

in the library

  1. Develop the conditions for granting of CPE hours to members

 

  1. The Membership and Certification committee shall:
    1. Assist the chapter in promoting ISACA’s certification examinations and professional designations locally, and shall provide assistance in planning and conducting review courses with accredited training partners (Corporate Membership).
    2. Conduct an ongoing membership campaign to drive membership growth. The local Chapter, through its Membership committee, shall receive and forward applications for membership to the
  • Develop continuous awareness strategies to increase the number of Professional,

Academic and Student Members

  1. Maintain a register for ISACA certified members in Lagos Chapter
  2. Organize a recognition ceremony for newly certified members
  3. Assist members in remitting their Annual ISACA Subscription and Certificate Maintenance Fee
  • Create channels for attending to enquiries bordering on exam registration, CPE reporting and Certification Maintenance
  • Liaise with Education committee for potential candidates on CPE qualified trainings
  1. Inculcate "ISACA Code of Professional Ethics" to maintain expected discipline among members

 

  1. The Information and Branding committee shall:
    1. Identify and use viable means of disseminating information about events and the Chapter, as
    2. Be responsible for ensuring that all materials and communications representing the Chapter shall comply with the Chapter’s branding rules and ISACA international
  • Develop and monitor the communication strategy of the Chapter
  1. Provide the content for the Chapter’s website
  2. Produce the Chapter’s e-newsletter
  3. Manage the advert and publicity aspect of the Chapter

 

  1. The Marketing committee shall:
    1. Perform activities geared towards increasing the revenue of the Such activities shall include but not limited to soliciting for sponsorships, adverts in Chapter’s publications and website, etc.
    2. Develop and implement strategies to market the ISACA certifications to employers and private / public Institutions.

 

  1. The Research and Technical committee shall:
    1. Implement and manage the web site/portal of the Chapter
    2. Provide research materials for publication in the newsletter
  • Identify technology issues of national and regulatory concern for escalation to appropriate bodies
  1. Research into developments in Technology and communicate to members
  2. Provide environment for members to share knowledge, experience and ideas on technical issues
  3. Liaise with other associations on technical issues

 

  1. The Bylaws committee shall:
    1. Report to the Chapter Board and shall maintain the
    2. Expedite the process of updating the bylaws in accordance with Article XII of the bylaws, assure that all proposed changes conform to any local laws, examine the consistency of the proposed change with other provisions of the bylaws and with those of the Association, and suggest wording for proposed

 

  1. The Government and Regulatory Committee shall:

Assist the Government and Regulatory Advocacy committee in discharging its duties as stated in Article V Section 3

 

  1. The Young Professionals (YP) Committee responsible for members under the age of 35 shall:

 

  1. Develop strategies to increase recruitment, retention, volunteer involvement and annual meeting attendance among young professionals.
  2. Provide programs, activities and educational opportunities to address young professional
  • Promote professional socialization of young professionals

 

Section 3.         Special Committees

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

 

Section 4.   Term of Office for Committee members.

Each member of a committee shall serve for two (2) year tenure until the next annual general meeting of the Chapter for a successor be appointed once the committee is dissolved or replacement due to non-performance. Committee membership is renewable subject to the Board members ratification.

 

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 Chapter or of such other Association, 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 to which they are not inconsistent with these bylaws and the Companies and Allied Matters Act, 2004

 

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.

 

 

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