Chapter Bylaws

                                Bylaws of ISACA - Research Triangle Chapter

                                              Effective: 15/January/2021

 Article I. Name

ISACA – Research Triangle Chapter, hereinafter referred to as “Chapter,” is 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 with all applicable laws and regulations.
Article II. Purpose

Chapter’s 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, and
assurance.

The objectives of the Chapter are:
A. 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, privacy, control, and assurance;
B. To encourage an open exchange of IT governance, IS audit, cybersecurity, control, and assurance techniques,
     approaches, and problem solving by its members;
C. To promote adequate communication to keep members abreast of current events in IT governance, IS audit,
     cybersecurity, privacy, control and assurance that can be of benefit to them and their employers;
D. 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
 E. To support 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 a 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:
 A. 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.
 B. 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.
 C. 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 not be entitled to vote and hold office at the Chapter level.
 D. 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. Admission
 A. Potential members shall:
      1. Meet the requirements of membership as outlined in Article III, Section 1.
      2. Complete an Association membership application form.
      3. Pay required Chapter and Association dues to the Association.
      4. Follow the Code of Professional Ethics of the Association.
 B. Membership in the Chapter 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
  A. Association and Chapter dues must be paid annually, in full, to the Association. Amount of Chapter dues
       shall be determined by the Chapter Board of Directors.
  B. A member shall forfeit membership in 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.
  C. Resignation—Any member who resigns shall 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 sessions
  Educational sessions of the Chapter membership shall be held 10 times per year, unless otherwise determined by
  the Chapter Board.
 
  Section 2. Annual General Meeting (AGM)
  The annual general meeting shall be held in June 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 AGM
  shall be determined by the Chapter Board.
 
  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.
 
  Section 3. Special Meetings
  Special meetings may be called by the President, the Chapter Board or upon written request by 25 of the
  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)
 A. 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.
 B. The method of delivering the ballot may be by hand delivery, postal mail, email or via secured and validated
      electronic/internet-based tools.
 C. A ballot must:
      1. Set forth each proposed action; and
      2. Provide an opportunity to vote for or against each proposed action.
 D. 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.
 E. All solicitations for votes by written ballot must:
      1. Be preapproved by the Chapter Board or the membership at a Chapter meeting;
      2. Indicate the number of responses needed to meet the quorum requirements;
      3. State the percentage of approvals necessary to approve each matter;
      4. Specify a reasonable time by which a ballot must be received by the Chapter in order to be counted; and
      5. Be considered a special meeting for the purposes of these bylaws.

 Section 6. Quorum for Chapter Meetings
 The quorum for any regular, annual general or special meeting, in-person or electronically, shall be 25 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 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.

 Section 8. Notification
 Members shall be notified 30 days in advance of the AGM. Members shall be notified at least 10 days in advance
 of any regular meetings or special meetings. Notification may be by postal mail, email, or telephone.

 Article V. Chapter Officers

 Section 1. Chapter Officers
 The Officers of the Chapter shall be 6 in number, constituting: President, First Vice President, Second Vice
 President, Secretary, Treasurer, Immediate Past President, and 8 directors: Certification Coordinator, Facilities,
 Marketing, Scholarships, Social Media, Volunteer Coordinator, Webmaster, and Webmaster Assistant.

 Section 2. Term of Chapter Officers
 A. The Chapter Officers, except the Immediate Past President, shall be elected for a term of 2 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 AGM at which they are elected.
 B. No member shall hold more than 2 Chapter office(s) at a time, and no member shall be eligible to serve more
      than 1 consecutive terms in the same Chapter office.

 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.

 A. The Chapter President shall:
      1. Preside at meetings of the Chapter and the Chapter Board;
      2. Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement;
      3. Appoint all committee chairpersons and members, except for the Nominating Committee, with approval
           of the Chapter Board;
      4. Be an ex-officio member of all committees, except the Nominating Committee;
      5. 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.
      6. Serve as liaison and advisor in coordinating the activities of the local Chapter in support of the
           Association;
      7. Present an annual report to members at the AGM; such report to consist of reports from various Chapter
           officers and committees;
      8. Maintain communications with the Association and respond to Association inquiries;
      9. Complete/submit the required annual Compliance documentation to the Association within 30 days after
          the Chapter’s AGM;
     10. Supervise budgetary matters and proper internal control of finances;
     11. Execute agreements authorized by the Chapter Board of Directors;
     12. Ensure Chapter trainers for ISACA certifications are accredited by ISACA; and
     13. Perform other duties as pertain to the office of President, or which may be delegated by the Chapter
           Board.

 B. The Chapter First Vice President shall:
      1. In the absence of the Chapter President, preside at meetings of the Chapter and the Chapter Board;
      2. In the event the Chapter President is absent or unable, perform the duties of the Chapter President;
      3. In the event of a vacancy in the office of Chapter President, assume the office of Chapter President;
      4. Chair the Program Committee; and
      5. Perform other duties as pertain to this office.

 C. The Chapter Second Vice President shall:
      1. In the absence of the Chapter President and Chapter First Vice President, preside at meetings of the
           Chapter and the Chapter Board;
      2. In the event the Chapter President and Chapter First Vice President is absent or unable, perform the
           duties of the Chapter President;
      3. In the event of a vacancy in the office of Chapter First Vice President, assume the office of Chapter First
          Vice President;
      4.  Chair the Membership Committee; and
      5.  Perform other duties as pertain to this office.

 D. The Chapter Secretary shall:
      1. Take minutes of the meetings of the Chapter Board, membership meetings, and AGM, and maintain a
          copy of the records;
      2. Maintain accurate attendance records;
      3. Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter;
      4. Prepare the Chapter history of that term for inclusion in the annual Chapter Directory;
      5. Assist the President in the administration of Chapter meetings, and
      6. Perform other duties as pertain to this office.

 E. The Chapter Treasurer shall:
     1. Be custodian of Chapter funds;
      2. 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;
      3. If received locally, remit dues to the Association as required;
      4. Submit a written report at each regular Chapter and Board meeting;
      5. Along with the President, authorize expenditures from, or transfers of funds from/to the Chapter’s US
          Dollar account held at the Association;
      6. Submit annual financial statements for presentation to the membership at the AGM;
      7. Submit books and records for audit, if/when required;
      8. File any and all required tax forms; and
      9. Perform other duties as pertain to this office.

 F.   The Immediate Past President of the Chapter shall:
      1. Provide advice and guidance to the President and Chapter Board,
      2. Complete periodic reviews of mailed bank statements and notify the Board of any anomalies detected,
          and
      3. Perform other duties as pertain to this office.

 G. The Certification Coordinator Director of the Chapter shall:
      1. Know and understand ISACA’s certifications and policies;
      2. Assist candidates in preparing for the certification examination(s);
      3. Recognize individuals who pass an exam and/or obtain a certification;
      4. Assist exam passers with her/his application for certification;
      5. Promote ISACA’s CPE policy;
      6. Publicize ISACA’s certification programs within and outside of the chapter; and
      7. Share feedback from trainers and/or candidates with ISACA for the purpose of enhancing future editions
          of the respective publications.

 H. The Facilities Director of the Chapter shall:
      1. Coordinate the purchase of food for in-person educational Chapter meetings; and
      2. Liaise with the facility to obtain accommodations for in-person educational Chapter and in-person board
          meetings.

 I.   The Marketing Director of the Chapter shall:
      1. Coordinate the purchase and delivery of marketing materials given away educational Chapter meetings
          or conferences;
      2. Assess third parties for eligibility of sponsorship by the Chapter;
      3. Serve as liaison with third parties that request Chapter sponsorship or advertising of their events to the
          Chapter meeting; and
      4. Assist with publicity for Chapter events and, as deemed appropriate by the Chapter Board, interfacing
          with media contacts to obtain coverage of Chapter events.

 J.   The Scholarships Director of the Chapter shall:
      1. Establish and maintain publicized scholarship criteria;
      2. Promote Chapter Board approved scholarships;
      3. Review and decision applications for scholarships, including selection of scholarship recipients from the
          list of received applications;
      4.   Coordinate to remit payment for qualified and selected scholarship recipients; and
      5.   Annually, present to the Chapter Board a scholarship update.

 K. The Social Media Director of the Chapter shall:
      1. Maintain the Chapters social media accounts, including LinkedIn and Twitter; and
      2. Notify chapter members and other interested parties of chapter events through use of social media
           accounts.

 L. The Volunteer Coordinator Director of the Chapter shall:
      1. Communicate with Chapter members interested in voluntarily supporting the Chapter; and
      2. Coordinate with the Program Chair to ascertain the number of volunteers required for events.

 M. The Webmaster and Webmaster Assistant Directors of the Chapter shall:
      1. Edit and maintain the Chapter website, including adding events and assisting the Program Chair in
           managing event registration;
      2. Maintain the Chapter document storage drive;
      3. Maintain the Chapter email lists;
      4. Support the distribution of Chapter led email communications to Chapter members; and
      5. Send certificates of attendance following Chapter education meetings.

 Section 4. Chapter Officer Vacancies
 A. If the membership of a Chapter officer terminates for any reason, that individual’s position as Chapter officer
      shall automatically become vacant.
 B. If a vacancy occurs in the office of President, the vacancy shall be filled by the Vice President.
 C. If a vacancy occurs in any office, except that of Immediate Past President or President, the vacancy shall be
      filled by Chapter Board vote.
 D. If a vacancy occurs in the office of Immediate Past President, the position shall remain vacant until filled by
      routine succession. A previous past president would not fill this role.

 Article VI. Nominations and Elections

 Section 1. Chapter Nominations
 A. Nominations shall be open and will be declared open by the president at the regular meeting in the month of
      May. Nominations will then be accepted from the floor from any member of the Chapter.
 B. Each candidate shall have consented to serve and shall have completed/signed a Willingness to Serve
      agreement and Conflict of Interest form and be a member of the Chapter.
 C. Nominations for Chapter President will be limited to those persons that have previously served in an Officer
      position on the Chapter Board: First Vice President, Second Vice President, Treasurer, Secretary. If no
      nominations are received from an individual with qualifications, the nomination will be opened to Directors
      of the Chapter Board. If no nominations are received with an individual with prior experience as an Officer or
      Director on the Chapter Board, nominations will be accepted from Chapter Members.

 Section 2. Chapter Elections
 A. Chapter officers shall be elected by ballot.
 B. In the event there is only one candidate for any office, voting on that office may be by voice.
 C. In the case of an emergency, such as a local, regional, national, or international disaster, pandemic, or state of
      emergency, the Chapter Board of Directors may determine that elections will be held electronically using a
      secure online voting tool and following the election rules as determined by local law and the Chapter Board
      of Directors.

 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.

 Section 2. Duties
 The Chapter Board shall:
 A. Supervise the affairs and conduct the business of the Chapter;
 B. Make recommendations to the membership;
 C. Hold Chapter Board meetings 4 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
      3 members 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;
 D. 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 Chapter Board meeting.
 E. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter, and in
      compliance with local law.

 Section 3. Financial Authority
 The Chapter Board shall have the authority to:
 A. Approve the annual budget.
 B. Expend funds allotted in the approved budget.

 Section 4. Fiscal Year & Annual Financial Statements
 A. The fiscal year of the Chapter shall run from July 1 to June 30.
 B. 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 this
      chapter. The verification or audit will be approved by the Chapter Board, presented to members at the AGM,
      and submitted annually to the Association as part of compliance reporting.

 Section 5. 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.

 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 Chapter Board.

 Section 7. Removal
 A. Any Officer who fails to attend 2 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.
 B. 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.

 Article VIII. Chapter Committees
 Section 1.           Standing Committees
 There shall be the following standing committees: program, membership, certification.

 Section 2.           Duties of Standing Committees
 A. The program committee shall develop and implement the Chapter training and development events for the
      year.
 B. The membership committee shall promote interest in the Chapter, and in the Association, and conduct an
      ongoing membership campaign. When requested by the Association, the local Chapter, through its
      membership committee, shall receive and forward applications for membership to the Association.
 C. The certification committee shall assist the Chapter certification exam coordinator(s) in promoting ISACA’s
      certification examinations and professional designations locally.

 Section 3.           Special Committees
 Other committees may be created as necessary by the Chapter Board.

 Section 4. Meetings
 Chapter committee meetings may be held in-person or electronically, as long as all participants can
 simultaneously hear each other and participate during the meeting.

 Article IX. 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 X. Dissolution

 If dissolution of the Chapter becomes inevitable, these chapter bylaws must be rescinded by a two-thirds (2/3)
 vote of the Chapter membership present and voting at a Chapter Meeting after ten (10) days’ notice has been
 provided via postal mail or email 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
 ISACA Board Chair 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

 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 can be approved at any Chapter meeting by a two-thirds (2/3) vote of the Chapter
 Members present and voting, 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 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 annual, comparison of the Chapter practices to the bylaws.
 The Chapter must ensure the chapter bylaws comply with the Association’s bylaws and applicable local laws and
 requirements.

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