Chapter Bylaws

ISACA Las Vegas 

Chapter Bylaws

 Effective August 4, 2023

 

Article I.  Name
 
ISACA Las Vegas Chapter, hereinafter referred to as “Chapter,” is a chapter affiliated with the Information Systems Audit and Control Association, Inc. (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 with all applicable laws and regulations.


Article II.  Purpose

Chapter’s Purpose
The primary purpose of the Chapter is to promote the education of individuals and provide networking opportunities 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, privacy, control and assurance.

The objectives of the Chapter are:

A. To promote the education 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.

E. To support the Association’s professional certifications and certificates.



Article III.  Membership and Dues

Section 1.  Membership Types and Qualifications
Membership in the Association is a requirement for membership in a Chapter.  Membership types in the chapter will mirror membership types in the Association. Any member of the Association shall be eligible for membership in the Chapter with the same membership type, subject to rules established by the Association Board. Only the Association Board of Directors has the right to add or remove membership types in the Association. Membership types in Chapter are:

A. Professional Member - Any individual with a professional membership in the Association.  Professional members of the Chapter 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 of the Chapter shall be entitled to vote and hold office at the Chapter level.

C. Student Member – Any member of the Association who is a 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 – Any member of the Association 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:
    1. Meet the requirements of membership as outlined in Article III, Section 1.
    2. Complete an Association membership application form.
    3. Pay required Chapter and Association dues to the Association.
    4. 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 and Chapter dues for that individual.


Section 3.  Dues

A. Association and Chapter dues must be paid annually, in full, to the Association.  Amount of Chapter dues shall be determined by the Chapter Board of Directors.

B. A member shall forfeit membership in the Chapter and Association if dues have not been paid to the Association or Chapter in compliance with terms set by the Association Board of Directors as required.

C. Resignation – any member who resigns shall not be entitled to a refund of his/her annual Association or Chapter dues.


Section 4.  Member Termination

Only the Association has the authority to terminate Association and Chapter membership of an individual. Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the Chapter.



Article IV.  Chapter Meetings

Section 1.  Regular Meetings
Regular meetings of the Chapter shall be held every quarter, adjacent to the Educational sessions - unless otherwise ordered by the Chapter board and shall be for the purpose of conducting the regular business of the chapter. Chapter meetings may take place before or after the educational sessions or a mixture of both before and after the educational session.

Section 2.  Educational sessions
Educational sessions of the Chapter membership shall be held every quarter - unless otherwise determined by the Chapter Board, such as in the case of Covid.

Section 3.  Annual General Meeting (AGM)
The annual general meeting will be held each year in the second quarter as determined by the Chapter Board. The annual general meeting will be for the purpose of electing officers, passing annual budget, receiving reports of officers and committees, and for any other business that may arise.  The AGM may be held in-person or electronically, as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold a meeting electronically shall be approved by the Chapter Board.

Section 4.  Special Meetings
Special meetings may be called by the President, the Chapter Board, or upon written request of at least ten of the members. The purpose of the meeting shall be stated in the call.

Section 5.  Electronic Meetings
Chapter meetings and educational sessions may be held in-person or electronically, as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold a meeting electronically shall be approved by the Chapter Board.

Section 6.  In-person or Electronic Voting (NOT elections)

A. Any action which may be taken at any meeting of members may be taken without a meeting, if the Chapter attempts in good faith to deliver a written ballot to every member entitled to vote on the matter.

B.The method of delivering the written ballot may be by hand delivery, postal mail, email or via secured and validated electronic/internet-based tools.

C. A written ballot must:
    1. Set forth each proposed action; and
    2. Provide an opportunity to vote for or against each proposed action.
D. Approval by ballot pursuant to this section will be valid only when the number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

E. All solicitations for votes by written ballot must:
    1. Be preapproved by the Chapter Board or the membership at a Chapter meeting;
    2. Indicate the number of responses needed to meet the quorum requirements;
    3. State the percentage of approvals necessary to approve each matter;
    4. Specify a reasonable time by which a ballot must be received by the Chapter in order to be Counted; and
    5. Be considered a special meeting for the purposes of these bylaws.


Section 7.  Quorum for Chapter Meetings
The quorum for any regular, annual general or special meeting, in-person or electronically, shall be twenty members. In absence of quorum, the meeting will be adjourned, and reconvened one week later, unless otherwise determined by the Chapter Board. The new time and date will be communicated to members.

Section 8.  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 9.  Notification
Members shall be notified 30 days in advance of the AGM. Members shall be notified at least 10 days in advance of any regular meetings or special meetings. Notification may be by postal mail, by email, by telephone, or by using an established marketing communication tool (such as Engage) that notifies the members.


Article V.  Chapter Officers

Section 1.  Chapter Officers
The Officers of the Chapter shall be at least six and no more than 15 in number, constituting: President, Vice President, Secretary, Treasurer, Immediate Past President, and at least one and no more than 10 directors. Each term the Board of Directors shall determine the number of directors and the duties assigned to those directors.

Section 2.  Term of Chapter Officers

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. No member shall hold more than two elected Chapter office(s) at a time, and no member shall be eligible to serve more than two consecutive terms in the same Chapter Office. An exemption to the two consecutive term limit is made for positions focused on training, such as the certification director, and outreach to students and universities to allow these members to continue to build relationships with the community for an indefinite period as long as the board and/or the members of the chapter agree to sustain the individual in the position. 


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:
    1. Preside at meetings of the Chapter and the Chapter Board;
    2. Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement;
    3. Appoint all committee chairpersons and members, except for the Nominating Committee with approval by the Chapter Board;
    4. Be an ex-officio member of all committees except the Nominating Committee;
    5. Ensure the chapter is represented by a chapter leader at all ISACA chapter leadership events. Attendance of individual(s) should be approved by the chapter board;
    6. Serve as liaison and advisor in coordinating the activities of the local Chapter in support of the Association;
    7. Present an annual report to members at the annual general meeting – such report to consist of reports from various Chapter officers and committees;
    8. Maintain communications with the Association and respond to Association inquiries;
    9. Complete/submit the required annual Compliance documentation to the Association within 30 days after the Chapter’s AGM;
    10. Supervise budgetary matters and proper internal control of finances;
    11. Ensure Chapter trainers for ISACA certifications are accredited by ISACA; and
    12. Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.
B. The Chapter Vice President shall:
  1. Preside at meetings of the Chapter and the Chapter Board, in the absence of the President
  2. Perform the duties of the President in the event of his/her absence or disability;
  3. In the event of a vacancy in the office of President, assume the office of President; and
  4. Perform other duties as pertains to this office.
C. The Chapter Secretary shall:
  1. Take minutes of the meetings of the Chapter Board, membership meetings, and AGM, and maintain a copy of the records;
  2. Maintain accurate attendance records;
  3. Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter;
  4. Assist the President in the administration of Chapter meetings; and
  5. Perform other duties as pertains to this office.
D. The Chapter Treasurer shall:
  1. Be custodian of Chapter funds;
  2. 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;
  3. If received locally, remit dues to the Association as required;
  4. Submit a written report at each regular Chapter and Board meeting;
  5. In concert with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held at the Association;
  6. Submit annual financial statements for presentation to the membership at the annual general meeting;
  7. Submit books and records for audit when required;
  8. File any and all tax forms required; and
  9. Perform other duties as pertains to this office.
E. The Immediate Past President shall:
  1. Provide advice and guidance to the new President and Chapter Board; and
  2. Perform other duties as pertain to this office.
 F. The Communications Director shall:
  1. Coordinate the education sessions, including identifying educational content, securing speakers and arranging the venue;
  2. Maintain electronic lists of members and guests;
  3. Forward information on events and other pertinent information to e-mail lists;
  4. Identify and use other means of disseminating information about events and the chapter, where appropriate; and
  5. Perform other duties as pertain to this office.
G. The Membership Director shall:
  1. Maintain accurate lists of membership;
  2. Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy issues;
  3. Report on membership data from the Association;
  4. Coordinate plans for maintaining and Increasing Chapter membership; and
  5. Perform other duties as pertain to this office.
H. The Certification Director shall:
  1. Maintain resource material related to ISACA’s certifications;
  2. Promote ISACA’s accreditation within the Chapter membership; including exam preparation sessions;
  3. Maintain exam participation rate to sustain the local area as an exam writing site;
  4. Report to Chapter Board on exam results;
  5. Act as a liaison between exam participants and the Association; and
  6. Perform other duties as pertain to this office.
I. The IT Governance Director shall:
  1. Encourage Chapter membership to participate in review of Association standards and Guidelines;
  2. Promote CGEIT accreditation within the Chapter membership;
  3. Provide liaison with Association re: IT governance issues and approaches to dissemination;
  4. Assist in the inclusion of IT governance presentations in the chapter education sessions;
  5. Coordinate with outside bodies on awareness, presentations and conferences related to IT governance;
  6. Stay current with the offerings of the Association as related to COBIT and other IT-governance resources;
  7. Work with Certification Director to arrange training sessions on COBIT;
  8. Assist in expanding awareness and use of COBIT; and
  9. Perform other duties as pertain to this office.
J. The Marketing Director shall:
  1. Conduct general marketing and publicity of the Chapter, ISACA’s certifications, COBIT, the Association, and any other new initiative;
  2. Coordinate initiatives involving partnerships and alliances;
  3. Acquire any required marketing materials from ISACA International as authorized by the Chapter Board;
  4. 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; and
  5. Perform other duties as pertain to this office.
K. The Academic Relations Director shall:
  1. Provide liaison with academic institutions,
  2. Identify and engage a student liaison with local schools, such as the student relations position with University of Nevada Las Vegas (UNLV);
  3. Establish opportunities to brief appropriate classes of academic institutions on ISACA, CISA, CISM, CGEIT and IT governance;
  4. Coordinate scholarship initiatives approved by the Chapter Board;
  5. Liaise with appropriate professors, and where appropriate take steps to establish an “Academic Advocate” program in local academic institutions; and
  6. Perform other duties as pertain to this office.
L. The Director at Large shall:
    1. Contribute to the work of the Chapter Board on a wide variety of topics and projects as directed by the President and 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 until filled by routine succession.  A previous past president would not fill this role.

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 Elections

Section 1. Chapter Nominations

A. A Nominating Committee of at least three members shall be elected by the Chapter Board at the last quarterly meeting held prior to the annual general meeting.

B. 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. The board will communicate the candidates to the membership at least 14 days before the annual general meeting.

C. The Nominating Committee shall report to the board at the online regular board meeting held before the annual general meeting.

D. Nominations from the floor shall not be permitted prior to the election.

E. Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form.  These documents should be retained electronically in a location that is determined and accessible by all members of the Chapter board.


Section 2.  Chapter Elections

A. Officers shall be elected by ballot.

B. In the event there is only one candidate for any office, voting on that office may be by voice.



Article VII. Chapter Board

Section 1. Composition of the Chapter Board
The Chapter Board shall consist of the officers listed in Article V, Section 1

Section 2.  Duties
The Chapter Board shall:

A. Supervise the affairs and conduct the business of the Chapter.

B. Make recommendations to the membership.

C. Have regular Chapter Board meetings monthly at a time and place determined by the Chapter Board. 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 to Chapter Board members at least 48 hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting.

D. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.

E. 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 vote. The roll call vote is for determination of the outcome of the vote and shall not be recorded in the minutes. The minutes of the meeting shall be approved at the next in-person meeting.


Section 3.  Financial Authority
The Chapter Board shall have the authority to:

A. Approve the annual budget.
B. Expend funds allotted in the approved budget.


Section 4.  Fiscal Year & Annual Financial Statements

A. The fiscal year of the Chapter shall run from January 1st to December 31st unless otherwise established by the Chapter board.

B. The Chapter Board shall ensure that annual financial statements are prepared and verified or audited – as required by local law and/or these chapter bylaws – by an individual(s), who is NOT a member of this chapter.  The verification or audit will be approved by the Chapter Board, presented to members at the annual general meeting, and submitted as part of the Chapter Annual Report to the Association.


Section 5. Insurance
The Chapter Board shall carry adequate insurance coverage at all times to insure the risk associated with the Chapter’s activities. The Chapter shall hold the Association harmless from any lawsuits, damages, other expenses or liabilities, arising out of the activities of the Chapter.

Section 6. Quorum
The quorum for any regular or special meeting of the Chapter Board shall be a majority of the voting members of the Chapter Board.

Section 7. Removal

A. Any Officer who fails to attend at least four out of twelve Chapter board meetings within a year or 30 percent of committee meetings within a year will be brought before the Chapter Board of Directors and may be removed from office by a majority vote of Chapter Board.

B. Any officer may be removed, with or without cause, at any meeting of the Chapter Board of Directors, by a majority vote of the members of the Chapter Board. Any Officer being considered for removal from the Chapter Board of Directors shall have the right to be heard by the Chapter Board before an official vote is taken.

 

Article VIII. Chapter Committees

Section 1.  Program Committee
There shall be a Program Committee with the objective of developing and implementing the Chapter training and development events for the year.

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

Section 3.  Meetings
Chapter committee meetings may be held in-person or electronically, as long as all participants can simultaneously hear each other and participate during the meeting. 


Article IX.  Indemnification

Chapter shall indemnify, hold harmless, and defend ISACA and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors and permitted assigns (“ISACA Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, lawsuits, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees, and the costs of enforcing any right to indemnification under the Chapter Affiliation Agreement and the cost of pursuing any insurance providers, incurred by the ISACA Indemnified Parties, arising out of or relating to any claim of a third party (“Claim”).


Article X.  Dissolution

If dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by a two-thirds vote of the Chapter membership present and voting at a Chapter Meeting after ten (10) days’ notice has been provided via postal mail or email 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 ISACA Global/the Association. 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 ISACA Board Chair and Chief Executive Officer.


Article XI.  Parliamentary Authority

The rules contained in the current edition of Robert’s 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 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 can be approved at any Chapter meeting by a two-thirds (2/3) vote of the Chapter Members present and voting, provided the amendment has been submitted in writing at the previous meeting, or has been mailed or emailed to the entire Chapter membership at least ten (10) days prior to the meeting at which it will be considered. The Chapter Board should advise the Chapter Relations team at the Association after the bylaw amendments have been approved by the membership and send a copy of the final, 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 applicable local laws and requirements.