Bylaws of ISACA Madison Chapter
Article I. Name
The name of this non-union, non-profit organization shall be "ISACA Madison 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
The primary purpose of the Chapter is to promote the education of individuals for the improvement and development of their capabilities relating to Cybersecurity, auditing of, management consulting in, or direct management of the fields of IT governance, IS audit, security, controls and assurance. The objectives of the Chapter are to:
- To promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of Cybersecurity, IT governance, IS audit, security, controls and assurance;
- To encourage an open exchange of Cybersecurity, IT governance, IS audit, security, control, and assurance techniques, approaches, and problem solving by its members;
- To promote adequate communication keeping members abreast of current events in Cybersecurity, IT governance, IS audit, 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 security 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 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.
- 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. Members shall be entitled to vote and to hold office.
- Retired Member - Any member, who presents proof of retirement status, subject to rules established by the Association Board. Retired members shall be entitled to vote and hold office at the Chapter level.
- Student Member - Full-time students 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.
- 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. Admissions
- Potential members shall:
- Meet the requirements of membership as outlined in Article III, Section 1.
- Complete an Association membership application form.
- Pay required dues to the Chapter and the Association.
- Follow the Code of Professional Ethics of the Association.
- 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 individual.
Section 3. Dues
- Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board, plus existing Association dues.
- Dues and fees must be paid in full to ISACA International.
- A member shall forfeit membership 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.
- Resignation — Any member who resigns shall not be entitled to a refund of his / her annual membership dues.
Article IV. Chapter Meetings
Section 1. Educational Sessions
Educational sessions of the Chapter membership shall be held on the 3rd Wednesday of each month, except for the months of June, July, and August or unless otherwise determined by the Chapter Board.
Section 2. Regular Meetings
Regular meetings sessions of the Chapter membership shall be held on the 3rd Wednesday of each month or unless otherwise determined by the Chapter Board. These will be held prior to any scheduled Educational Sessions. Members may attend either in person or electronically.
Section 3. Annual General Meeting
The annual general meeting shall be held in December, unless otherwise determined by the Chapter Board, and may be conducted virtually through teleconferencing and web meeting, and shall be for the purpose of electing officers, receiving annual 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 4. Special Meetings
Special meetings may be called by the President, the Chapter Board, or upon written request by five (5) of the members. The purpose of the meeting shall be stated in writing, and on the call, and the meeting may be conducted virtually through teleconferencing and web meeting as approved by the Chapter Board.
Section 5. 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 including amendments to the bylaws, and such correspondence will be considered a special meeting for the purposes of these bylaws.
Section 6. Quorum for Chapter Meetings
The quorum for any regular, annual general or special meeting shall be fifteen (15) members. In absence of quorum, the meeting will be adjourned and reconvened for one week later. The new date and time will be communicated to members. The meeting may be conducted virtually through teleconferencing and web meeting as approved by the Chapter Board.
Section 7. Act of the Membership
The affirmative vote of the majority of the members present and voting, either in person or electronically, shall constitute an act of the membership.
Section 8. Notification
Members shall be notified 30 days in advance of the annual general meeting. Members shall be notified at least 10 days in advance of any regular meetings or special meetings, except in case of emergency. Notification may be by postal mail, by e-mail, or by telephone.
Article V. Chapter Officers
Section 1. Chapter Officers
The Officers of the Chapter shall be five (5) in number, constituting: President, President-Elect, Secretary, Treasurer, and Immediate Past President shall be the Chapter Officers.
Section 2. Term of Chapter Officers
- The Secretary and Treasurer 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 from office. The term of office shall begin at the close of the annual meeting at which they are elected.
- President-Elect shall serve for a term of one (1) year as President-Elect immediately followed by one (1) year as President. The President-Elect shall serve until their successor is elected and assumes office, or until they resign or are removed from office. The President shall serve until their successor assumes 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.
- No member shall hold more than one (1) Chapter office at a time.
- No member shall be eligible to serve more than three consecutive terms..
- After a 1 year hiatus, the person may be eligible for any office rest.
- The progression from the office of President-Elect to President to Immdeiate Past President, in regards to items C and D above, will be considered as a three consecutive terms in an office.
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.
- 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 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 meeting,
- Oversee budgetary matters and proper internal control of finances and
- Perform other duties as pertaining to the office of President, or which may be delegated by the Chapter Board.
- The Chapter President-Elect 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,
- Automatically succeed to the office of President at the conclusion of his/her term as President-Elect, and
- Perform other duties as pertain to this office.
- 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,
- 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 pertaining to this office.
- 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 to the Association as required,
- Submit written report(s) at each regular meeting,
- In concert with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held at the Association,
- Submit annual financial statements for presentation to the membership at the annual meeting,
- Submit books and records for audit when required,
- File any and all tax forms required, and
- Perform other duties as pertain to this office.
- The Immediate Past President of the Chapter shall:
- Serve in an advisory capacity.
- Perform other duties as pertain to this office.
Section 4. Chapter Officer Vacancies
- If a vacancy should occur in the office of President, the vacancy shall be filled by the President-Elect who will serve out the remaining term of the President and then continue on per Section 2B of Article V of the bylaws.
- If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board.
- If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession unless a different former past president wishes to fulfill the post for the duration of the ter.
- 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
- Nominations for President-Elect will be declared open by the president annually at the regular meeting in the month of August. Nominations for Secretary and Treasurer will be declared open by the president at the regular meeting in the month of August in odd numbered years (e.g. 2011, 2013…) Nominations will then be accepted, from the floor or via electronic means approved by the Chapter Board.
- Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and sign a Non-Conflict of Interest form.
Section 2. Chapter Elections
- The offices of President-Elect, Secretary, and Treasurer, shall be elected by ballot which will be accepted via paper or electronic means approved by the Chapter Board at the regular meeting in September.
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:
- Supervise the affairs and conduct the business of the Chapter between business meetings.
- Make recommendations to the membership.
- Be subject to the recommendations of the membership.
- Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.
- Quarterly Chapter Board meetings to be held at a time and place determined by the Chapter Board for board members only.
- The Chapter Board may schedule additional special purpose meetings or functions, such as conferences, combined meetings with other chapters or organizations, educational sessions, etc. as determined to be in the best interest of the membership.
- 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 scheduled meeting time 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:
- Approve the annual budget and expend funds allotted in the approved budget.
- Authorize non-budgeted expenditures not to exceed $5,000 without prior approval of the membership
Section 4. Fiscal Year and Annual Financial Statements
- The fiscal year of the Chapter shall run from January 1 to December 31 unless otherwise established by the Chapter Board.
- The Chapter Board shall ensure that annual financial statements are prepared along with the annual Audit, audited statements shall be approved by the Chapter Board, presented to members at the annual meeting, and submitted as part of the Chapter Annual Report to the Association.
Section 5. Insurance
The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter and the protection of its Officers.
Section 6. Quorum
A majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting.
Section 7. Removal
- Any member of the Board of Directors who fails to attend ___3__ board meetings within a year or __3___ committee meetings within a year will be brought before the Board and may be removed from office by a majority vote of the Board of Directors.
- Any board member 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 then serving.
- Any board member 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. 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.
Article IX. Indemnification
The Chapter shall indemnify any and all of its officers or former 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 officers of the Chapter or of such other chapter, except in relation to matters as to which any such officer or former 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 Officer 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) day 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 the 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 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 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.
PROVISOS TO THE BYLAWS
Provided, That the Founding Charter Officers will be in place for Minimum of 18 months (until 2020) to allow for the initial process vetting and stability of the association. New officers will be elected at the next election cycle, the 2019.