Chapter Bylaws

Bylaws of the Omaha Chapter of ISACA #023

Bylaws of the Omaha Chapter of ISACA #023 (TIN 47-0592567)

Effective: 28 September 2021

Article I. Name

The name of this non-union, non-profit organization shall be the Omaha Chapter of ISACA, hereinafter referred to as “Chapter,” a Chapter affiliated with the Information Systems Audit and Control Association, Inc. (ISACA), hereinafter referred to as the “Association.” 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 will all applicable laws and regulations.

Article II. Purpose

Chapter’s Purpose

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, management consulting in, or direct management of the fields of IT governance, IS audit, cybersecurity, control and assurance.

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 audit, cybersecurity, control and assurance;
To encourage an open exchange of IT governance, IS audit, cybersecurity, control, and assurance techniques, approaches, and problem solving by its members;
To promote adequate communication to keep members abreast of current events in IT governance, IS audit, cybersecurity, control and assurance that can be of benefit to them and their employers;
To communicate to management, auditors, universities, and IS professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources; and
To support 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.

Member—Any member of the Association shall be eligible for membership in the Chapter, and the Association, subject to rules established by the Association Board. 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 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. 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. Admission

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 Chapter 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, and the Association or individual designates the Chapter.

Section 3. Dues

Chapter dues shall be payable by 1 January of each year, in an amount determined by the Chapter Board, plus Association dues. Dues and fees must be paid in full to the Association.
A member shall forfeit membership in the Chapter and Association, if dues, fees or assessments have not been paid to the Association in compliance with terms as set by the Association 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 Association membership or Chapter dues.

Section 4. Termination and Suspension

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.
A person whose membership in the Association has been suspended shall not be deemed a member of the Chapter during the period of suspension.

Article IV. Chapter Meetings

Section 1. Educational Sessions

Educational sessions of the Chapter membership shall be held six (6) times per year, unless otherwise determined by the Chapter Board.

Section 2. Annual General Meeting

The annual general meeting shall be held in September and shall be for the purpose of electing officers, receiving 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. Members will be made aware of the Annual General Meeting by e-mail or via the event posted on the Chapter’s website.

Section 3. Special Meetings

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

Section 4. Mail or Electronic Voting

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 for Chapter Meetings

The quorum for any annual general or special meeting shall be ten (10) Chapter members. In absence of quorum, the meeting will be adjourned, and reconvened one week later unless otherwise determined by the Chapter Board. The new date and time will be communicated to members.

Section 6. Act of the Membership

The affirmative vote of the majority of the members present and voting at any chapter meeting shall constitute an act of the membership.

Section 7. 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 special meetings. Notification may be by the Chapter’s website, postal mail, email, or telephone.

Article V. Chapter Officers

Section 1. Chapter Officers

The Officers of the Chapter shall be twelve (12) in number, constituting: President, Vice President, Secretary, Treasurer, Immediate Past President, and seven (7) directors.

Section 2. Term of Chapter Officers

The Chapter Officers, except the Immediate Past President, shall be elected for a term of two year(s), 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 General Meeting at which they are elected.
No member shall hold more than two (2) Chapter office(s) at a time, and no member shall be eligible to serve more than two (2) consecutive terms in the same Chapter office.
Exceptions to this rule can be made by majority approval by the Chapter Officers and presentation to the Chapter’s membership during the Annual General Meeting. The Academic Relations Chair will be exempt from the limit of two (2) consecutive term limit to support the development of long-term relationships between the Chapter and educational institutions. The Certification Director will be exempt from the limit of two (2) consecutive term limit based on the accreditation efforts required to be completed for this officer role.

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;
Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement;
Appoint all committee chairpersons and members, with approval of the Chapter Board;
Be an ex-officio member of all committees;
Represent the Chapter at ISACA Leadership Conferences, and other conferences and functions, where appropriate, or appoint another Chapter Board member as a representative;
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 annual general 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 General Meeting;
Supervise budgetary matters and proper internal control of finances;
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:

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;
Assume the office of President in the event of a vacancy in the office of President; 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 pertain 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 a written report at each Chapter and Board meeting;
Along 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 General 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:

Provide advice and guidance to the new President and Chapter Board, and
Perform other duties as pertain to this office.

The Director of Chapter Events of the Chapter shall:

Solicit speakers for the Chapter’s Educational Sessions;
Ensure speakers will abide by the Chapter’s Purpose in Article II by focusing the presentation and related materials on the education of the Chapter’s Members;
Ensure speakers will take reasonable measures to not use the Chapter’s Educational Sessions as a marketing or sales pitch session;
Coordinate the biographic information of the speaker and presentation materials;
Communicate speaker candidates to the Chapter Board; and
Confirm speaker commitments prior to the Chapter’s Educational Sessions.

The Communications Director shall:

Maintain electronic lists of members and guests, in accordance with local applicable privacy laws;
Forward information on events and other pertinent information to email lists;
Identify and use other means of disseminating information about events and the chapter, where appropriate; and
Perform other duties as pertain to this office.

The Membership Director shall:

Maintain accurate lists of membership, in accordance with local applicable privacy laws;
Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy;
Report on Chapter membership data from the Association;
Coordinate plans for maintaining and increasing Chapter membership; and
Perform other duties as pertain to this office.

The Certification Director shall:

Maintain resource material related to ISACA’s certifications;
Promote ISACA’s certifications within the Chapter membership, including exam preparation sessions;
Ensure all certification training is conducted or overseen by ISACA-accredited trainers;
Report to Chapter Board on Chapter member exam results;
Act as liaison between Chapter member exam participants and the Association, as needed; and
Perform other duties as pertain to this office.

The Marketing Director shall:

Conduct general marketing and publicity of the Chapter, ISACA’s certifications, COBIT, CMMI, Cybersecurity Nexus (CSX) the Association, and any other new initiatives;
Coordinate initiatives involving partnerships and alliances;
Acquire any required marketing materials from the Association as authorized by the Chapter Board;
Exercise general policy control and direction of any mail-out kits, publications, editorial or advertising the Chapter may issue, authorize or sponsor under the direction of the Chapter Board; and
Perform other duties as pertain to this office.

The Academic Relations Chair shall:

Solicit and coordinate applications for student scholarships awarded by the Chapter.
Establish and execute evaluation templates for scholarship applications.
Organize and coordinate volunteers to evaluate and select scholarship recipients.
Ensure no conflicts of interest exist between scholarship applicants, volunteers evaluating the applicants, and the Chapter Board and Chapter Committees.
Organize, facilitate, and promote student networking activities.

The Student Engagement Director shall:

Serve as an ambassador liaison between the Chapter and student classes, organizations, etc.;
Serve as a voting member on the Chapter’s Board of Directors (see Article VII for attendance expectations);
Help with the Academic Relations Chair responsibilities;
Promote student membership and engagement with the Chapter; and
Bring ideas to the Chapter’s Board on engaging the Chapter with students.

Section 4. Chapter Officer Vacancies

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.
If a vacancy occurs in the office of President, the vacancy shall be filled by the Vice President.
If a vacancy occurs 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.

Article VI. Nominations and Elections

Section 1. Chapter Nominations

Nominations shall be open and will be declared open by the Chapter President to Chapter membership at least 60 days prior to the Annual General Meeting. Nominations will be accepted from any member of the Chapter.
Each candidate shall have consented to serve and shall have completed/signed a Willingness to Serve agreement and Conflict of Interest form.
Chapter Officers should disclose relationships with other Chapter Officers and be reflected in the Chapter’s meeting minutes. Examples of relationships include, but are not limited to: manager/subordinate; business partnerships; or other relationships that could possibly impact the Chapter Officer’s ability to serve the Chapter.

Section 2. Chapter Elections

Chapter Officers shall be elected during the Annual General Meeting. Based on the volunteers and nominations, the Chapter Officers will be presented to the Chapter members.
In the event there is only one candidate for any office, voting on that office may be by voice.
If there is more than one volunteer or nomination for a Chapter Officer position, members will vote by ballot.
In the event the Annual General Meeting cannot be held as a physical, in person meeting, members can elect Chapter Officers electronically. The process for electronic voting will be conducted as follows.

Within 60 days of the Annual General Meeting, a listing of volunteers for Chapter officer positions will be sent to members via e-mail. The e-mail will provide members an opportunity to volunteer for any of the Chapter Officer positions.
Within 30 days of the Annual General Meeting, members will be presented a secure electronic ballot via e-mail. The ballot will contain volunteers for Chapter Officer positions along with allowing for write-in candidates. Ballots will be due seven (7) days in advance of the Annual General Meeting.
A non-elected Chapter officer (e.g. Immediate Past President, President’s Council, or a member not currently serving as a Chapter Officer will accumulate the votes.
In addition to distribution via e-mail, notification of the electronic solicitation for volunteers and voting will be posted on the Chapter’s official website hosted by ISACA.
The results of voting will be provided to members within 15 days of the Annual General Meeting.

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. All Chapter Officer roles have voting rights. In the event a single person holds more than one Chapter Officer role, such person will be entitled to one (1) vote.

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;
Have regular Chapter Board meetings, at least five (5) times per year, 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 any member of the Board. Notice must be given to Chapter Board members at least 48 hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting. Recognizing the Chapter Board members serve as volunteers and are not compensated, Chapter Board meetings can incur reasonable costs at a meeting establishment to host the Chapter Board meetings, not to exceed $50 (fifty United States Dollars) per attendee;
Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter; and
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 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.

Section 3. Financial Authority

The Chapter Board shall have the authority to:

Approve the annual budget.
Expend funds allotted in the approved budget.
Review the Chapter’s financial records including, but not limited to: ledgers, invoices, and bank statements. Reasonable requests for information must be provided by the Chapter’s treasurer within fifteen (15) business days.
Approve re-occurring expenses to be incurred by the Chapter (e.g. meeting venue, transaction processing charges, etc.).
Each non re-occurring expenditure of the Chapter must involve a minimum of two (2) Chapter Officers for the initiation and approval of the expenditure. Chapter Officer involvement with the expenditure must be evidenced in writing, where evidence via e-mail is acceptable.

Section 4. Fiscal Year & Annual Financial Statements

The fiscal year of the Chapter shall run from 1 September to 31 August.
The budget and tax reporting years of the Chapter shall run from 1 January to 31 December.
The Chapter Board shall ensure that annual financial statements are prepared, audited or verified by individual(s) other than the Chapter Board, and approved by the Chapter Board, presented to members at the Annual General Meeting, and submitted annually to the Association as part of compliance reporting.

Section 5. Insurance

The Chapter Board shall use commercially reasonable efforts to carry at all times adequate insurance coverage to insure the risk associated with the Chapter’s activities, and shall hold the Association harmless from any lawsuits, damages, other expenses or liabilities, arising out of the activities of the Chapter.

Section 6. Quorum

The quorum for any regular or special meeting of the Chapter Board shall be a majority of the voting members of the Board.

Section 7. Removal

Any Officer who fails to attend three (3) Chapter Board meetings within a year or three (3) Educational Sessions within a year will be brought before the Chapter Board and may be removed from office by a majority vote of the Chapter Board of Directors.
Any Officer may be removed, with or without cause, at any meeting of the Chapter Board, by a majority vote of the members of the Chapter Board of Directors.
Any Officer being considered for removal from the Chapter Board shall have the right to be heard by the Chapter Board before an official vote is taken.

Article VIII. Chapter Committees

Section 1. Standing Committees

There shall be the following standing committees or roles:

The Program Committee shall:

Have the duty of developing and implementing the Chapter training and development events for the year.
Be led by the Director of Chapter Events.

The Auditor shall:

Have the duty of auditing the Chapter accounts at the close of the fiscal year.
Reporting to the Chapter Board and subsequently to the Chapter members at the Annual General Meeting.
If the completion date of the audit will be after the Annual General Meeting, Chapter members are to be advised that they may request a copy of the audit letter, to be communicated to them upon completion.
The Auditor role shall be selected in a manner so as not to have a conflict of interest.
The Auditor role shall not have operational access or approval authority regarding the Chapter’s expenditures or financial operations.

The Spring Seminar Committee Lead shall:

Organize and coordinate the Chapter’s day long annual Spring Seminar.
Propose speakers following the above guidance for the Director of Chapter Events.

The Remote Learning Director shall:

Coordinate the location to host the Chapter Educational Sessions via the live webcast, including video and audio connections.
Promote the live webcast to the Chapter’s membership.
Request attendees of the live webcast to sign the sign-in form to receive continuing professional education credits.
Scan and send the sign-in form to the President, Vice President, and Treasurer.

The Website Chair shall:

Maintain information on the Chapter’s website, hosted by ISACA.
Coordinate with the Director of Chapter Events to post events on the Chapter’s website.

The President’s Council shall:

Contribute to the work of the Chapter Board on a wide variety of topics and projects, as directed by the President and Chapter Board.

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 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. Notwithstanding the forgoing, this indemnification obligation shall not extend 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 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 directors 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) 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 Section 501 (c) of the US Internal Revenue Code with the approval of the Association’s Chair of ISACA’s Board of Directors and Chief Executive Officer.

Article XI. Parliamentary Authority

The rules contained in 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.

Article XII. Amendment of Chapter Bylaws

The Chapter Board shall approve all suggested bylaw changes and forward them to the Association, 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, provided the amendment has been submitted in writing at the previous meeting, or has been mailed or emailed to the entire Chapter membership at least ten (10) days prior to the meeting at which it will be considered. The Chapter Relations team 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.

Note: The bylaws are based on the ISACA Chapter Bylaws Template updated May 2020.

Accessed 30 May 2020 08:17 CST

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