Article I Name
The name of this non-union, non-profit organization shall be the ISACA New Mexico Chapter (hereinafter referred to as the Chapter) of 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 and Objectives
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 IS audit and control.
More specifically, the objectives of the Chapter are (a) to promote the education of, and help expand the knowledge and skills of its members in the inter-related fields of auditing, quality assurance, security, IS audit and control, and IT governance (b) to encourage a free exchange of IS audit and control, quality assurance, and security techniques, approaches, and problem solving by its members; (c) to promote adequate communication to keep members abreast of current events in IS audit and control, quality assurance, and security fields that can be beneficial to them and their employers; (d) to communicate to management auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources; and e) to promote the Association’s professional certifications.
Article III Membership
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, subject to rules established by the Association Board. 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. Members shall be entitled to vote and 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 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. Student members shall not be entitled to vote and hold office at the Chapter level.
Section 2: Admissions
- Potential members shall: a) meet the requirements of membership as outlined in Article III, Section 1; b) complete an Association membership application form; c) pay required dues to the Chapter and the Association, and d) 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.
Article IV Finances
Section 1. Financial Authority
The Chapter Board shall have the authority to:
- Approve the annual budget
- Expend funds allotted in the approved budget.
Section 2: Fiscal Year and Annual Financial Statements
- The fiscal year of this chapter shall be from June 1 through May 31 unless otherwise established by the Chapter Board.
- 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.
Section 3: Dues
- Chapter dues shall be payable on or before January 1 each year, in an amount determined by the Chapter Board, plus 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.
Article V Chapter Board
Section 1: The Chapter Board shall consist of the Officers and immediate past President of this chapter and additional Directors as appointed by the Chapter Officers. Chapter Officers shall be elected each year and shall serve until their successors shall have been elected.
Section 2: Vacancies
If the office of any Director, specified in Section 1 of this Article, shall become vacant for any cause, a majority of the remaining members of the Chapter Board then in office, shall appoint a chapter member to fill the unexpired portion of his/her term.
Section 3: Duties and Responsibilities
The Chapter Board shall be the governing body of this chapter and its actions shall be final, unless otherwise specifically provided by these Bylaws. 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) provide for an independent audit of the financial affairs of the chapter often as the Chapter Board deems advisable; e) perform the duties prescribed in these Bylaws and the parliamentary authority adopted by the Chapter.
Section 4: Authority
The Chapter Board shall have the authority to expend Chapter funds with two-thirds (2/3) approval of the Chapter Board.
Section 5: Each Director shall serve as chairman of such standing committees as may be assigned by the President, and ratified by the Chapter Board.
Section 6: Only members shall be eligible to serve on the Chapter Board.
Section 7: Meetings
- The Chapter Board shall meet at least quarterly at a time and place selected by the Chapter Board.
- Meetings may be called at any time by the President or three members of the Chapter Board.
- For the transaction of business requiring a vote, a majority of the Chapter Board then in office shall constitute a quorum.
- At all meetings of the Chapter Board the President, if present, shall act as Chairman. In his/her absence the Chairman shall be the Vice President, if present. In the absence of both the President and Vice President, the Secretary shall preside until the election of a Chairman protem, which should take place immediately. The members of the Chapter Board who are present in person shall by majority vote choose one among them to act as Chairman for that meeting.
- Notice of meetings of the Chapter Board shall be given to each Director not less than two days in advance of the meeting or as the Chapter Board may otherwise direct, but no failure in delivery of such notices shall invalidate the meeting or any action taken or proceedings thereat. Notice may be waived by unanimous consent of the Chapter Board.
Article VI Officers and Duties
Section 1: The Officers of this chapter shall be President, Vice President, Secretary, Treasurer, and immediate Past President.
Section 2: Duties of the President
The Chapter President shall:
- Preside at all meetings of the Chapter and the Chapter Board
- Appoint, with the approval of the Chapter Board, all committee chairpersons and committee members
- Be an ex-officio member of all committees except the Nominating Committee
- Represent the Chapter at Leadership Conference/Presidents Council Meeting(s)
- 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 the annual general meeting
- Supervise budgetary matters and proper internal control of finances
Section 3: Duties of the Vice President
The Chapter Vice President shall report to the President and in the absence of or disability of the President, shall perform all the duties of the President. The Vice President shall serve as chairman of any standing committees deemed appropriate by the President or Chapter Board.
Section 4: Treasurer
The Chapter Treasurer shall report to the President and shall be responsible for the financial affairs of the chapter, for the performance of all duties incident to the office of the Treasurer and such other duties as may from time to time be assigned to him/her by the Chapter Board, The Chapter Treasurer shall: a) be custodian of Chapter funds; b) receive all monies and disburse funds only upon the sanction of the Chapter Board, or the Chapter membership; c) remit dues to the Association as required; d) submit a written report at each meeting of the Chapter Board and the annual membership meeting; e) submit books and records for audit when required; f) file any and all tax forms required.
Section 5: Secretary
The Chapter Secretary shall report to the President and shall be responsible for the legal affairs, chapter reports, membership records, and such other duties as may be authorized and delegated by the Chapter Board.
The Secretary shall keep the roll of the Membership of the chapter; shall keep minutes of the proceeding at the Regular Membership and Chapter Board meetings; and shall preserve communications pertaining to the affairs of the chapter.
Section 6: Past President
The immediate Past President of the Chapter shall: a) serve in an advisory capacity; b) perform other duties as pertain to this office.
Section 7: Only members shall be eligible to serve as an officer.
Article VII Committees
Section 1: Standing Committees shall be: the Membership Committee, the Program Committee, the Publicity and Publications Committee, the Nominating Committee, the Education Committee, and the Audit Committee.
- The Chairman of these Committees shall be appointed by the President and ratified by the Chapter Board.
- Each Committee Chairman shall appoint the members of his/her committee, subject to the approval of the President.
Section 2: The Membership Committee shall report to the President and shall be responsible for promoting interest in the chapter, conducting membership drives, and recommending applicants for membership. When requested by the Association, the local Chapter, through its membership committee, shall receive and forward applications for membership to the Association.
Section 3: The Program Committee shall report to the President and shall be responsible for preparing and recommending the chapter programs for the year, including a schedule of meeting dates, obtaining speakers for all programs, presiding at the speaker’s program at each meeting, and maintaining a library of programs topics and speakers.
Section 4: The Publicity and Publications committee shall report to the President and shall be responsible for publicizing all activities during the program year, assisting in publicizing major events and accomplishments of the Association, publishing the Chapter Newsletter, developing and recommending chapter editorial policies, and soliciting articles for the Chapter Newsletter.
Section 5: The Nominating Committee shall report to the Chapter Board and shall be responsible for soliciting suggestions for likely candidate for officers and for the Chapter Board.
Section 6: The Education committee shall report to the President and shall be responsible for making known existing programs and seminars of continuing professional education for members of this chapter. This committee will cooperate with universities, the Association and others to establish courses and seminars for members which will be of benefit in their effort to further their professional education.
Section 7: The Audit Committee shall report to the President and shall be responsible for auditing the chapter books at the fiscal year-end and at the change of officers, whether the change be by election or vacancy.
Section 8: Other committees may be appointed by the President whenever deemed necessary, subject to the approval of the Chapter Board.
Article VIII Nominations and Elections
Section 1: Annual election of all Officers and Directors shall be held at the regular May meeting of the Chapter.
Section 2: Nominations
- The Chapter Board shall elect a Nominating Committee consisting of three members. The Nominating Committee shall present, subject to the approval of the Chapter Board, a list of nominations for all Officers and Directors to the membership at the regular May meeting of the chapter. Each candidate shall have consented to serve.
- Other nominations may be made from the floor. Each candidate shall have consented to serve.
Section 3: The Officers and Directors nominated shall be elected by a plurality of the votes of the members present and voting at the meetings.
Section 4: Newly elected Officers and Chapter Board members shall be installed at the regular May meeting of each year and shall take office at the beginning of the fiscal year.
Article IX Chapter Meetings
Section 1: The regular meetings of the Chapter shall be held at least quarterly, unless otherwise ordered by the Chapter Board.
Section 2: The regular meeting in May shall be known as the annual meeting and shall be for the purpose of electing and installing officers, receiving reports of officers and committees, and for any other business that may arise.
Section 3: Special meetings may be called by the President or by the Chapter Board. Except in cases of emergency, one calendar week notice shall be given of such special meetings.
Section 4: For the transaction of Chapter business requiring a vote, ten members shall constitute a quorum.
Article X. Indemnification
The Chapter shall indemnify any and all of its directors or officers or former directors or 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 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 predicted 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.