ISACA® MALTA CHAPTER BYLAWS
Effective: Version 4.0
ARTICLE I. Name
The name of this non-union, non-profit organisation shall be the Information Systems Audit and Control Association (ISACA)- Malta Chapter (hereinafter referred to as the “Chapter”), a Chapter affiliated with the Information Systems Audit and Control Association (hereinafter referred to as the “Association”).
Article II. Purpose
The primary purpose of the Chapter is to promote the education of professionals 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, auditing, control, assurance and security. 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 IT Governance, IS auditing, assurance, security, and control;
- To encourage an open exchange of IT Governance, IS audit and control, assurance, and security techniques, approaches and problem solving by its members;
- To promote adequate communication to keep members abreast of current events in IT Governance, IS audit and control, assurance, and security fields that can be of benefit to them and their employers,
- To communicate to management, auditors, universities and to IT governance professionals 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 IT Governance principles and standards.
Article III. Membership and Dues
Membership in the Chapter and the Association is co-extensive. Therefore, upon joining the Chapter, a person shall also join the Association, with accompanying rights and responsibilities.
Section 1. Classifications and Qualifications
- 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 according to the rules established by the Association Board. Members shall be entitled to vote and hold office.
- Student Member - a full-time student currently enrolled in a degree program of an accredited college/university subject to the rules established by the Association Board. Student Members are entitled to vote but not 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 to hold office at 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 received the required Association dues for that individual.
Section 3. Dues
- Chapter dues shall be payable on or before 1 January of each year. The Chapter Board will determine chapter dues whilst the Association will determine the Association dues.
- A member whose dues are in arrears for more than 60 days shall no longer be deemed a member.
- A member shall forfeit Association membership if dues have not been paid to the Association and to the Chapter as required.
- Any member who resigns will not be entitled to a refund of his/her annual membership dues.
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.
- This meeting shall be presided by the President of the Chapter. In the event the President is unable to preside, the presiding officer shall be in accordance with the line of succession established within these Bylaws.
- All business coming before the members at an AGM or Extraordinary General Meeting (EGM) for approval, shall be approved by a majority vote of those present, provided there is a quorum, unless otherwise required by the Bylaws of the chapter.
- All members and present in person shall be eligible to vote at the AGM.
- Voting shall be by ballot unless waived by the majority of the members present.
Section 3. Extraordinary General Meetings
Extraordinary General Meetings (EGM) may be called by the President, the Chapter Board or upon written request of 10 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 will be considered a special meeting for the purposes of these Bylaws.
Section 5. Quorum
The quorum at any AGM or EGM shall be constituted by at least 15 active members present at the meeting.
Section 6. Notification
Members shall be notified three weeks in advance of the AGM or EGM, except in case of emergency. Notification may be by postal mail, by email or by telephone. No failure in delivery of such notices shall invalidate the meeting.
Section 7. Act of the Membership
The affirmative vote of the majority of the members 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 seven (7) in number, constituting a President, Vice President, Secretary, Treasurer and at least three (3) directors.
- By resolution during the AGM the Officers of the Chapter may be extended by four (4) members
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 on 1st July of the relevant year and continue through to 30th June of the following year.
- 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
- Appoint all standing committee chairpersons and other committees as authorized by the chapter Board
- Be an ex-officio member of all committees except the Nomination & Election Committee
- Represent the chapter at Leadership Conferences and other conferences and functions, where appropriate or ap[point another Chapter Board member as a representative
- 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
- 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
- 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.
- 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, only upon the sanction of the Chapter Board, or the Chapter membership
- Remit dues to the association as required
- Submit a written report at each regular meeting
- Submit books and records for audit when required
- File any and all tax forms required
- Perform other duties as pertain to this office
Section 4. Chapter Officer Vacancies
- In case of the office of the President becoming vacant, the Vice President will automatically assume this office unless otherwise agreed by the Chapter Board.
- If a vacancy should occur in any other office, the vacancy shall be filled by the Chapter Board.
- If a director’s position becomes vacant during a term, the President shall appoint a member to fill the remaining portion of the director’s term, subject to the approval of the majority of the remaining members of the Board then in office.
- If a Chapter officer’s or director’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.
- Be subject to the orders of the membership.
- Meet at least quarterly at a time and place determined by the Chapter Board.
- Perform the duties prescribed in these Bylaws and the parliamentary authority adopted by the Chapter.
Section 3. Authority
The Chapter Board shall have the authority to expend funds to pay the normal costs associated with the running of the Chapter or as approved by a majority of the Chapter Board present at a Board Meeting.
Section 4. Quorum
A majority of the Chapter a Board present at Board meeting shall constitute a quorum.. In the event that one or more of the Board members are unable to attend at least three or more consecutive Board meetings due to personal reasons, then the Board member/s in question will not be taken into consideration when establishing the required quorum for Board meetings.
A majority of the Board members present at Board meetings shall be required for a motion to pass. In the event that motions need to be passed in between Board meetings, a discussion and voting may take place using any preferred communication medium. Votes will have to be addressed to all Board members. Such motions must be duly recorded in the minutes to be presented at the next Board meeting.
Section 5. Nominations and Election of Officers and Directors
- 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.
- The Nomination & Election Committee shall report to the membership at a regular meeting held at least two weeks before the AGM or by email. Each candidate shall have consented to serve.
- Nominations will only be accepted until forty eight (48) hours preceding advised date and time of the AGM.
- The Chapter Officers and Directors shall be elected by a plurality of the votes of the members responding to a ballot. The ballot may be called both in person at an AGM or by mail. 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 Director
- The Board may declare vacant by a majority vote of the quorum during a Board Meeting, the office of any Officer or Director if it determines is not adequately fulfilling his/her responsibilities.
- Any or all officers or directors may be removed without cause by the affirmative vote of the majority of the members entitled to vote at a duly held meeting at which quorum is present.
Section 7. Insurance
The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.
Article VII. Chapter Committees
Section 1. Standing 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 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. 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 Executive Director 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 go to a welfare, education or civic project designated by the Chapter membership, pursuant to the appropriate Maltese laws with the approval of the Association’s International President and Executive Director.
Article IX. Parliamentary Authority
The rules, as per Malta’s parliamentary authority, shall be the authority for all matters of procedure for the Chapter not specifically covered by its Bylaws.
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.
Article XI. 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 twenty-one (21) 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 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. Annual AudiT
The Chapter accounts will be subject to an annual audit to be carried out by an independent audit firm or certified auditor. The audited accounts will be presented to the Chapter members at the AGM for their review and comments.
Article XIII. 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.
Signed today the 9th of July 2015
Gian Carlo Millo Karl Brincat Peplow
President ISACA Malta Chapter Secretary ISACA Malta Chapter