Bylaws of ISACA LUSAKA CHAPTER
Effective: 11/30/2012
Article I. Name
The name of this non-union, non-profit organization shall be the ISACA LUSAKA CHAPTER (hereinafter referred to as “Chapter”), a Chapter affiliated with the Information Systems Audit and Control Association (ISACA), hereinafter referred to as the “Association”. The Chapter, apart from its innate affiliation with the international Association is an independent entity from any other association, enterprise, or entity.
Article II. Purpose
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 and/or management consulting in the field of IT governance, IS audit, 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 auditing, quality assurance, security, IS audit and control, and IT governance;
To encourage an open exchange of IS audit and control, quality assurance, and security techniques, approaches, and problem-solving by its members;
To promote adequate communication to keep members abreast of current events in IS audit and control, quality assurance, and security fields that can be of benefit to them and their employers:
To communicate to management, auditors, educational institutions, and IS professionals the importance of establishing controls necessary to ensure the effective organization and utilization of IT resources: and
To promote the Association’s professional certifications 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. Therefore, upon joining the Chapter, a person must also join the Association, with accompanying rights and responsibilities.
A. Member - any person interested in the purpose and objectives of the Chapter as stated in Article II shall be eligible for membership in the Chapter, and the Association, subject to rules established by the Association Board. Active members shall be entitled to vote and hold office.
B. Retired Member - any member who presents proof of retirement status, subject to rules established by the Association Board. Retired members shall be entitled to vote but shall not be entitled to hold office at the Chapter level.
C. Student Member - any full-time student currently enrolled in a degree program of an accredited college or university, subject to rules established by the Association Board. Proof of enrollment shall be submitted annually to the Association. Student members shall not be entitled to vote and shall not be entitled to hold office at the Chapter level.
Section 2. Admissions
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 dues to the Chapter and the Association
4. Follow the Code of Professional Ethics of the Association.
B. Membership in the Association shall be conferred upon an individual when the Association has received the required Association dues for that individual.
Section 3. Dues
A. Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board, plus Association dues.
B. A member whose dues are in arrears for more than Sixty (60) days shall no longer be deemed a member.
C. A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.
D. Resignation – any member who resigns shall not be entitled to a refund of his/her annual membership dues.
Article IV.
Chapter Meetings
Section 1. The regular meetings of the Chapter shall be held four times a year in March, June, September and December, unless otherwise ordered by the Chapter Board.
Section 2. The regular meeting in April shall be known as the annual general meeting and shall be to elect officers, receive reports of officers and committees, and for any other business that may arise.
Section 3. Special meetings may be called by the President, the Chapter Board or upon written request by ten (10) members. The purpose of the meeting shall be stated in the call.
Section 4. If required, paper mail may be used for membership voting on resolutions approved by the Chapter Board, and such correspondence will be considered a special meeting for these bylaws.
Section 5. Except in cases of emergency, members shall be notified Thirty (30) days in advance of the annual general meeting and any special or regular meeting. Notification may be by postal mail, by email or by telephone.
Section 6. Twenty-five (25) members shall constitute a quorum at any regular, annual general or special meeting. In the absence of a quorum, the meeting will be adjourned and reconvened at a later date. The new date and time will be communicated to members.
Section 7. The affirmative vote of the majority of the members at any chapter meeting shall constitute an act of the membership.
Section 8 If required, paper mail or electronic means may be used for membership voting on resolutions approved by the Chapter Board, and such correspondence will be considered a special meeting for these bylaws.
Article V. Chapter Officers
Section 1.
The Officers of the Chapter shall be 15 in number, constituting: President, Vice
President, Secretary, Treasurer, immediate Past President, and a maximum of 10 directors
shall be the Chapter Officers.
Section 2.
Term of Chapter Officers
A. The Chapter Officers, except the immediate Past President, shall be elected for a term of two (2) years, or until their successors are elected and assume office, or until they resign or are removed 3 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 one (1) Chapter office at a time, and no member shall be eligible to serve more than two consecutive terms in the same Chapter office.
C. The chapter officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the chapter.
Section 3.
Duties of Chapter Officers
The Chapter Officers shall perform the duties prescribed by these bylaws, by the Chapter Board, or the parliamentary authority adopted by the Chapter.
A. The Chapter President shall:
Preside at meetings of the Chapter and the Chapter Board
Appoint, with the approval of the Chapter Board, all committee chairs
Be an ex-officio member of all committees except the Nominating Committee
Represent the Chapter at Leadership Conference/Presidents Council Meeting(s)
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 inquiries
Be responsible for submission of the chapter annual report to the Association within 30 days after 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. The Chapter Vice President shall:
Perform the duties of the President in the event of his/her absence or disability
Preside at meetings of the Chapter and the Board, in the absence of the President,
Perform other duties as pertain to this office.
C. The Chapter Secretary shall:
Take minutes of the meetings of the Chapter Board and membership meetings, and annual general meeting, and maintain a copy of the records.
Maintain accurate lists of the membership and attendance records
Be responsible for the legal affairs, Chapter reports, and communications and correspondence about the Chapter
Perform other duties as pertain to this office.
D. The Chapter Treasurer shall:
Be custodian of Chapter funds
Receive all monies and disburse funds only upon the sanction of the Chapter Board, or the Chapter Membership in accordance with the Chapter Financial Regulations
Remit dues to the Association as required
Submit a written report at each regular meeting
Submit books and records for audit
Submit annual financial statements for presentation to the membership at the annual general
meeting, and for inclusion in the Chapter Annual Report
File any tax forms required
Perform other duties as pertain to this office.
E. The Immediate Past President of the Chapter shall:
Serve in an advisory capacity
Perform other duties as assigned by the President
F. Education and Academic Chairperson
Shall be responsible for coordinating all chapter education activities and conferences
Establish opportunities to brief appropriate classes of academic institutions on ISACA, CISA, CISM, CGEIT and IT governance,
Coordinate scholarship initiatives approved by the Chapter Board,
Liaise with appropriate professors, and where appropriate take steps to establish an "Academic Advocate" programs in local academic institutions, and
Perform other duties as pertain to this office.
G. Marketing and Communications Chairperson
Conduct general marketing and publicity of the Chapter, ISACA certifications, COBIT, Val IT, and any other new initiatives,
Coordinate initiative involving partnerships and alliances,
Acquire any required marketing materials from ISACA International as authorized by the Chapter Board,
Shall be responsible for regular publication of the chapter newsletter and carrying out chapter publicity activities
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, 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
Perform other duties as pertain to this office.
H. Certification Chairperson
Shall be coordinating all research activities of the chapter
Maintain resource material related to all ISACA certifications and COBIT
Promote ISACA certifications and COBIT accreditation within the Chapter membership, including exam preparation sessions,
Maintain exam participation rate to sustain the local area as an exam writing site,
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.
I. Events Chairperson
Researching in liaison with Marketing Chairperson to identify opportunities for events;
Liaising with clients to ascertain their precise event requirements;
Maintaining an up-to-date events calendar and communicating it regularly to the members;
Producing detailed proposals for events (e.g. timelines, venues, possible suppliers, legal obligations, staffing and budgets);
Securing and booking a suitable venue or location;
Ensuring insurance, legal, health and safety obligations are adhered to;
Coordinating venue management, caterers, stand designers, contractors and equipment hire;
Organising facilities for hospitality, the media in liaison with the Marketing Chairperson;
Managing, identifying and securing speakers or special guests in liaison with other board members;
Planning conference room layouts and the entertainment programme and scheduling workshops;
Coordinating conference/ workshop staffing requirements and staff briefings;
Selling sponsorship/stand/exhibition space to potential exhibitors/partners;
Preparing delegate packs and papers;
Liaising with Marketing Chairperson to promote the event;5
Liaising with designers to create a brand for the event and organising the production of posters, brochures and plus social media coverage;
Coordinating events and handling client queries and troubleshooting on the day of the event to ensure that all runs smoothly;
Overseeing the dismantling and removal of the event and clearing the venue efficiently; and
Post-event evaluation (including data entry and analysis and producing reports for event stakeholders).
Section 4. Chapter Officer Vacancies
A. If a vacancy should occur in the office of President, the vacancy shall be filled by the VicePresident.
B. 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.
C. If a vacancy occurs in the office of the immediate Past President, the vacancy shall remain until filled by routine succession.
D. Chapter Officers must maintain their membership throughout their entire term of office. If a chapter officer’s membership in the Association shall for any reason terminate, that individual’s position as chapter officer shall automatically become vacant.
Article VI.
Nominations and Elections
Section 1. Chapter Nominations
A. Nominations shall be open, and will be declared open by the president at the regular meeting in the month of January in an election year. Nominations will then be accepted from the floor from any member of the Chapter.
B. 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
A. Officers shall be elected by secret ballot with a winner declared by simple majority.
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. The Chapter Board shall consist of the Chapter officers listed in Article V, Section 1. The Chapter Board shall be subject to the orders of the chapter and none of its acts shall conflict with action taken by the chapter.
Section 2. Duties
The Chapter Board shall:
A. Supervise the affairs and conduct the business of the Chapter between business meetings
B. Make recommendations to the membership
C. Be subject to the orders of the membership
D. Meet quarterly at a time and place determined by the Chapter Board
E. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter
F. 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 6 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. Expend funds allotted in the approved budget
B. Authorize non-budgeted expenditures not to exceed United States Dollar One Thousand Five Hundred (US$1,500) without prior approval of the membership
C. Approve the annual budget.
Section 4.
Quorum - A majority of the Chapter Board shall constitute a quorum.
Section 5.
Action - The affirmative vote of the majority of directors present at a meeting at which a quorum is present shall constitute an act of the Chapter Board.
Section 6.
Insurance - The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.
Section 7 Fiscal Year & Annual Financial Statements
A. The fiscal year of the Chapter shall run from 1 st January to 31st December of each calendar year 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 as part of the Chapter Annual Report to the Association.
Article VIII.
Chapter Committees
Section 1.
There shall be the following standing committees: membership, education, certification, audit, long-range planning, and bylaws.
Section 2.
Duties of standing committees
A. The membership committee shall promote interest in the Chapter, and in the Association, and conduct an ongoing membership campaign. When requested by the Association, the local Chapter, through its membership committee, shall receive and forward applications for membership to the Association.
B. The education committee shall recommend and oversee seminars and programs of professional education and Continuing Professional Education (CPE) hours, except exam review courses.
C. The Certification committee shall assist the chapter Standards and Research Chair in promoting the certification examinations and professional designations locally and shall provide assistance in planning and conducting chapter exam review courses.
D. The audit committee shall be appointed by the Chapter Board whose duty shall be to audit the Chapter accounts at the close of the fiscal year and reports at the annual general meeting. (Duty on the chapter board and reported to a chapter in time for the AGM.)
E. The Long Range Planning Committee shall review the affairs of the Chapter and make recommendations to the Chapter Board and the Chapter members concerning ways and means by which the Chapter’s purpose given in Article II can be met. The committee shall consist of a chair appointed by the president plus at least four additional members approved by the Board. The term of office shall be two years. It shall be the duty of this committee to develop a strategic plan, to regularly review the adopted plan, and to prepare and submit plan amendments to the Chapter Board for adoption.
F. The bylaws committee shall be appointed by the president and approved by the chapter board. The committee shall report to the board and shall maintain the bylaws. The bylaws committee shall expedite the process of changing the bylaws in accordance with Article XI of the bylaws, ensure 7 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 changes.
Section 3. Special committees may be created as necessary by the chapter membership or 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 a 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
To effect dissolution of the Chapter, these bylaws must be rescinded by a two-thirds (2/3) vote of the chapter Membership after ten (10) days notice has been mailed to each member. In the event of dissolution, the Chapter shall notify the Chief Executive Officer of the Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter or Association documents to ISACA International. All net assets shall go to a welfare, education or civic project designated by the Chapter membership, pursuant to governing Zambian Laws with the approval of the Association’s International President and Chief Executive Officer.
Article XI.
Parliamentary Authority
The rules contained in the current Zambian Laws (Volume 9 Chapter 119 of the Societies Act of the Laws of Zambia) 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 Membership Board must approve all bylaws changes prior to submitting for vote by the chapter membership. The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter Board must ensure the compliance of the bylaws with the Association’s bylaws and applicable country requirements. These Chapter bylaws will be approved at any regular meeting by a two-thirds (2/3) vote provided that the amendment has been submitted in writing at the previous regular meeting, or has been mailed to the entire Chapter membership at least Fourteen (14) days prior to the meeting at which it will be considered. The Membership Division of the Association will be advised that they Bylaws have been approved and will be sent a copy of the approved version of the Bylaws.