Chapter Bylaws

ISACA® MALTA CHAPTER BYLAWS

Version 5

Effective: 12th July, 2022

Last Reviewed: 06th September, 2024

Article I. Name

ISACA® Malta Chapter (hereinafter referred to as the “Chapter”), is a Chapter affiliated with the Information Systems Audit and Control Association Inc, (hereinafter referred to as the “Association” or “ISACA”). 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

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, cybersecurity, privacy, control, assurance, risk, data privacy, emerging technologies and security (hereinafter referred to as “Bodies of knowledge”.

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 within the Association’s Bodies of knowledge;
To encourage an open exchange of, approaches and problem-solving related to the Association’s Bodies of knowledge;
To promote adequate communication to keep members abreast of current events related to the Association’s Bodies of knowledge that can be of benefit to them and their employers,
To communicate to management, auditors, universities and to professionals working in the Association’s Bodies of knowledge the importance of establishing controls necessary to ensure the effective organisation and utilisation of information technology resources and
To promote 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 the 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:

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.
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.
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 of the Chapter shall be entitled to vote and hold office at the Chapter level.
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. Admissions

Potential members shall:

Meet the requirements of membership as outlined in Article III, Section 1;
Complete an Association membership application form;
Pay required Chapter and Association dues to the Association;
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 and Chapter dues for that individual.

Section 3. Dues

Association and Chapter dues must be paid annually, in full, to the Association. The Chapter Board will determine chapter dues.
A member shall forfeit Association and Chapter membership if dues have not been paid to the Association or Chapter in compliance with terms set by the Association Board of Directors, as required.
Any member who resigns will 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. Educational Events

Educational events of the Chapter membership shall be held at least 6 (six) times annually at the discretion of the Chapter Board.

Section 2. Annual General Meeting

The Annual General Meeting (AGM) shall be held annually in July, and shall be for the purpose of electing or announcing officers, receiving reports of officers and committees, approval of the annual accounts of the chapter and for other business that may arise.

All business coming before the members at an AGM or Special Meeting for approval, shall be approved by a majority vote of those present and voting, provided there is a quorum, unless otherwise required by the Bylaws of the chapter.
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.
Voting shall be by ballot (written or electronic as the case may be) unless waived by the majority of the members present.

Section 3. Special Meetings

Special Meetings may be called by the President, the Chapter Board or upon written request of ten (10) members. The purpose of the meeting shall be stated in the call.

Section 4. 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 5 In-person or Electronic Voting (NOT elections)

Any action that may be taken at any meeting of members may be taken without a meeting, if the Chapter delivers a ballot to every member entitled to vote on the matter.
The method of delivering the ballot may be by hand delivery, postal mail, email or via secured and validated electronic/internet-based tools.
A ballot must:

Set forth each proposed action; and
Provide an opportunity to vote for or against each proposed action.

Approval by ballot pursuant to this section will be valid only when the number of votes cast by ballot equals or exceeds the required quorum, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter.
All solicitations for votes by written ballot must:

Be preapproved by the Chapter Board or the membership at a Chapter meeting;
Indicate the number of responses needed to meet the quorum requirements;
State the percentage of approvals necessary to approve each matter;
Specify a reasonable time by which a ballot must be received by the Chapter in order to be counted; and
Be considered a special meeting for the purposes of these bylaws.

Section 5. Quorum

The quorum at any AGM or Special Meeting shall be constituted by at least 15 active members present at the meeting in-person or electronically (as the case may be).

In absence of any quorum, the meeting will be adjourned, for at least 1 week later unless otherwise determined by the Chapter Board. The new date and time will be communicated to members.

Section 6. Notification

Members shall be notified three (3) weeks in advance of the AGM. Members shall be notified 1 week in advance of a Special Meeting. Notification may be by postal mail, by email or by telephone.

Section 7. Act of the Membership

As long as a quorum is present, the affirmative vote of the majority of the members present and voting at any chapter meeting shall constitute an act of the membership.

Article V. Chapter Officers

Section 1. Chapter Officers

The Officers of the Chapter shall be a minimum of five (5) in number, constituting a President, Vice President, Secretary, Treasurer and at least one (1) director
By resolution during the AGM the Officers of the Chapter may be extended by four (4) Directors

Section 2. Term of Chapter Office

The Officers shall be elected annually for a term of one (1) year 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 AGM held in July , and continue through to the close of the AGM of the following year (also held in July.
No member shall hold more than two (2) Chapter Offices at a time.
No member shall hold the office of The President for more than two (2) consecutive terms. At the expiration of this 2-term period, the same person cannot hold the office of The President before a further period of two (2) terms.

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 all meetings of the Chapter and the Board
Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement;
Appoint all standing committee chairpersons and members and other committees as authorized by the Chapter Board
Be an ex-officio member of all committees except the Nomination & Election Committee
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.
Serve as liaison and advisor in coordinating the activities of the local Chapter in support of the Association;
Present an annual report to members at the AGM - such report to consist of reports from various Chapter officers and committees
Maintain communications with the Association and respond to association enquiries concerning the Chapter
Complete/submit the required annual Compliance documentation to the Association within thirty (30) days after the Chapter’s AGM;
Supervise budgetary matters and proper internal control of finances;
Execute agreements authorised by the Chapter Board of Directors;
Ensure Chapter trainers for ISACA certifications are accredited by ISACA; and
Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board

The Chapter Vice President shall:

Perform the duties of the President in the event of his/her absence or disability
In the event of a vacancy in the office of President, assume the office of President;
In the absence of the Chapter president, preside at meetings of the Chapter and the Chapter Board;
Chair the committees as designated by the Board.
Perform other duties as pertain to this office

The Chapter Secretary shall:

Take minutes of the meetings of the Chapter Board, membership meetings, AGM and EGM 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 pertaining to the Chapter
Be responsible for the submission of the Chapter annual report to the Association within the stipulated time as dictated by the Association.
Assist the President in the administration of Chapter meetings, and
Perform other duties as pertain to this office

The Chapter Treasurer shall:

Be custodian of Chapter funds
Receive and disburse such funds as shall be required in the conduct of its affairs and the carrying on of its activities or as directed by the Chapter Board
If received locally, remit dues to the association as required
Submit a written report at each regular Board meeting
Submit books and records for audit when required
File any and all tax forms required
Along with the President, authorise expenditures from, or transfers of funds from/to the Chapter’s US Dollar account held at the Association;
Submit annual financial statements for presentation to the membership at the AGM;
Perform other duties as pertain to this office

Duties of Directors

Carry out duties as determined by the Board of Directors

Section 4. Chapter Officer Vacancies

In case of the office of the President becoming vacant, the Vice President will automatically assume this office.
If a vacancy should occur in any other office, the vacancy shall be filled by the Chapter Board’ vote.
If a Chapter officer’s membership in the Association shall for any reason terminate, that individual’s position as Chapter officer or director shall automatically become vacant.

Article VI. Chapter Board of Directors

Section 1. Composition

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

Section 2. Duties

The Board of Directors shall:

Supervise the affairs and conduct the business of the Chapter between business meetings.
Make recommendations to the membership.
Hold Chapter Board meetings at least quarterly 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 (3) board members of the Board. Notice must be given to Chapter Board members at least fourty eight (48) hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting;
Regular or special meetings of the Chapter Board may be held electronically, as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold electronic Chapter Board Meetings shall be approved by the Chapter President or the Chapter Board. 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.
Perform the duties prescribed in these Bylaws and the parliamentary authority adopted by the Chapter.

Section 3. Financial Authority

The Chapter Board shall have the authority to

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

Fiscal Year & Annual Financial Statements

The fiscal year of the Chapter shall run from 01 July to 30 June of the subsequent year.
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 the Chapter. Provided that should a professional services firm be engaged for the verification or audit, that firm’s principal signing off on the verification or audit shall not be a member of the Chapter. Once concluded, the verification or audit shall be approved by the incumbent Chapter Board, presented to members at the AGM, and submitted annually to the Association as part of compliance reporting.

Section 4. Quorum

A majority of the Chapter a Board present at Board meeting shall constitute a quorum. A majority of the Board members present and voting at Board meetings shall be required for a motion to pass.

Section 5. Nominations and Election of Officers and Directors

Chapter Nominations

A Nomination & Election Committee of 3 members shall be elected by the Board at a Board meeting prior to the AGM.
The Nomination & Election Committee shall nominate candidates or invite nominations for offices to be filled at the AGM.
The Nomination & Election Committee shall devise the nomination procedures which must be put before the Board for approval,
Nominations will only be accepted until forty eight (48) hours preceding the advised date and time of the AGM.
Each candidate shall have consented to serve and shall have completed/signed 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.

Chapter Elections

The Chapter Officers shall be elected by a plurality of the votes of the members responding to a ballot. The ballot may be called during an AGM orelectronically using a secure online voting tool and following the elec tion rules, as determined by local lay and the Chapter Board of Directors.. A ballot may be waived if the number of nominees doesn’t exceed the maximum allowed number of Directors. Results of the election will be certified by the Nomination & Election Committee to the Board and announced to the members of the Chapter at an AGM.
The Nomination & Election Committee shall be responsible to conduct the proceedings of the election.

Section 6. Removal of Officers and Directors

Any Officer who fails to attend 3 Chapter Board meetings within a year and/or 3 committee meetings (as applicable) within a 12-month period may be brought before the Chapter Board of Directors and may be removed from office by a majority vote of the Chapter Board.
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.

Section 7. 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.

Article VII. Chapter Committees

Section 1. Committees

There shall be the following standing Committees: Membership, Education, Certification, Bylaws and Nomination and Election. The Board shall determine the composition of the standing committees. The Board may determine other Standing or Special Committees, as it deems necessary.

Section 2. Duties of Standing Committees

The Membership Committee shall promote interest in the Chapter and in the Association, and conduct an ongoing membership campaign.
The Education Committee shall recommend and oversee seminars and programmes of professional education.
The Certification Committee shall assist the Board or Chapter Certification Coordinator in promoting ISACA’s Certification examination and professional designation locally.
The Bylaws Committee, preferably on a biennial basis, shall review any local chapter Bylaw changes and ensure their compliance with the Association’s Bylaws and applicable country’s requirements.
The Nominations and Election Committee shall preside and certify any election called by the Board or Chapter members in accordance to these Bylaws.

Article VIII. 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 IX. 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 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 the appropriate Maltese laws with the approval of the ISACA Board Chair and Chief Executive Officer.

Article X. Voluntary Organisation

The organisation shall be a voluntary and a non-profit making organisation as defined in the Voluntary Organisations Act (Chapter 492 of the Laws of Malta), and shall be governed in accordance to the Laws of Malta.

Article XI. Amendment of Chapter Bylaws

In conjunction with the Chapter Bylaws Committee, the Chapter Board shall approve all suggested bylaw changes and forward them to the Association, in English, with changes indicated. The Association must give written approval to all bylaw changes prior to them being submitted for a vote by Chapter membership.

Chapter Bylaw amendments will be approved, at any Chapter meeting, by a two-thirds (2/3) vote of the Chapter members present and voting, 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 twenty-one (21) 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.

If the bylaws were approved in a language other than English, an English translation of the same should be provided. If translation expenses are prohibitive, the Chapter can request the Association have the Chapter bylaws translated. Such request is subject to review and final approval by the Association.

The Chapter Board shall conduct a periodic, ideally biennially, 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 requirements.

Article XII. Chapter Address

The address of the organisation shall be SmartCity Malta, Building SCM 01, Ricasoli SCM 1001 – Malta or any other address that the Chapter Board of Directors might decide from time to time.