Dear ISACA Manila Chapter Members,
I hope this email finds you well. As you may be aware, our organization's bylaws are foundational to our existence as a chapter and our operations, guiding us in our mission and ensuring we operate effectively and ethically. Over time, as our organization evolves, it becomes necessary to review and, when appropriate, amend these bylaws to better serve our collective goals.
After careful consideration and deliberation, the ISACA Manila Board of Trustees has proposed an amendment to our bylaws. These changes are aimed at enhancing the clarity, efficiency, and effectiveness of our operations, ensuring that our chapter continues to thrive and serve our community better.
Now, we need your input and participation. As a valued member of our organization, your voice matters. We kindly request your participation in the voting process to approve this proposed amendment.
Below, you will find a link to the voting form where you can review the proposed amendment in detail and cast your vote.
Revised Chapter Bylaws
Voting Form
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Summary of the Changes in the By Laws:
1. Name from Information Systems Audit and Control Association to ISACA to align with the global name change.
2. Updated Chapter’s purpose to include other disciplines related to ISACA - IT governance, assurance, cybersecurity, privacy, control, and risk management.
3. Added Recent Graduate as a membership type.
4. Added as a requirement for admission for members to follow the Code of Professional Ethics of the Association.
5. Added forfeiture of membership to 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.
6. Added Termination Clause - 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.
7. Removed specific day of the month for chapter meetings to give flexibility.
8. Removed November as the month for annual general membership meeting and changed to September/October. Meetings can now be held in person or electronically.
9. Special meetings may be called by the President, the Chapter Board or upon written request by at least one (1) member. The purpose of the meeting shall be stated in the call.
10. Elections can be held in person or electronically.
11. Quorum of chapter meetings increased from 10 members to 10% of the whole membership.
12. Added Section 8. 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
13. Notification of membership meetings must be done at least 7 days before the meeting.
14. Definition of chapter officers includes all directors.
15. Specified that the President and Immediate past president shall serve for two years term or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall begin January 1 and end on December 31.
16. Updated the duties of the officers. Added the Auditor in the list of officers. Listed down the list of Director Officers.
17. Added C. If a vacancy occurs in any office, except that of Immediate Past President or President.
18. Candidate shall have consented to serve and shall have completed/ signed a Willingness to Serve agreement and Conflict of Interest form shall be filled by Chapter Board vote.
19. Describes the board election process, role of nominating committee and the election of officers in the first board meeting of the newly elected board.
20. Change in the number of the Chapter Board. From ten (10) to fifteen (15) members.
21. Board meetings may be done in person or electronically. The Board should hold at least six meetings in a year.
22. Removed the authorized non-budgeted expenditures totaling P500,000.00. To utilize only the allocated funds from the approved budget.
23. Stated the Fiscal Year and Annual Financial Statements that runs from January 1 – December 31.
24. Added item - The Chapter Board must guarantee the preparation and verification or auditing of annual financial statements by an individual(s) who is not affiliated with the chapter, as mandated by local laws and/or the chapter's bylaws. The verification or audit, once approved by the Chapter Board, will be presented to members during the AGM and submitted yearly to the Association as part of compliance reporting.
25. Added The Chapter shall hold the Association harmless from any lawsuits, damages, other expenses or liabilities, arising out of the activities of the Chapter.
26. Added Removal of officers may be done only by membership voting according to the Corporation code of the Philippines.
27. Updated the list and duties of standing committees to reflect the current committees.
28. Added Special Committees can be created by the Board as deemed necessary.
29. Added Indemnification clause for ISACA Global.
30. Added Dissolution Clause with bylaws required to be rescinded by 2/3 vote of the chapter membership present and voting at a Chapter meeting after 10 days notice. CEO of ISACA shall also be informed of dissolution and reason for such and shall surrender all ISACA documents. Asset distribution during dissolution shall prioritize creditors and complies with the Revised Corporation Code of the Philippines.
31. Specified that the current edition of Roberts 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.
32. Chapter bylaw amendments from two-thirds (2/3) vote of the Chapter Members to two-thirds (2/3) vote of the Chapter Members in attendance and voting.