Bylaws of ISACA RIYADH CHAPTER
Effective: January 01, 2019
Article I. Chapter Name
The name of this non-union, non-profit organization shall be ISACA Riyadh Chapter, hereinafter referred to as “Chapter”, a Chapter affiliated with 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. 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, security, 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, security, control and assurance; B. To encourage an open exchange of IT governance, IS audit, security, 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, security, control and assurance that can be of benefit 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 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. Therefore, upon joining the Chapter, a person must also join the Association, with accompanying rights and responsibilities.
A. 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. Members shall be entitled to vote and to hold office.
B. 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 shall be entitled to hold office at the Chapter level subject to the approval of the Chapter Executive Committee (CEC).
C. 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 however, they may be entitled to hold office at the Chapter level subject to the approval of the CEC. 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 dues to the Chapter and the Association.
4. Follow the Code of Professional Ethics of the Association.
B. 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
A. At present the Riyadh Chapter does not enforce any dues on its members. Thus as of now, members are supposed to pay Associate dues only.
B. Once the chapter dues are enforced, dues shall become payable on or before 1 January of each year, in an amount determined by the Chapter Board of Directors (CBoD), plus Association dues.
C. A member whose dues are in arrears for more than 75 days shall no longer be deemed a member.
D. A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.
E. Resignation — any member who resigns shall not be entitled to a refund of his/her annual membership dues.
Article IV. Chapter Meetings
Section 1: Regular Meetings
Regular meetings of the Chapter membership shall be held periodically, unless otherwise ordered by the CBoD. Section 2: Annual General Meeting
The regular meeting in the first sixty days of the calendar year shall be known as the Annual General Meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. Section 3: Special Meetings
Special meetings may be called by the President, the CBoD or upon written request by the Executive Committee Members giving at least a 7-day notice, except in case of any emergency. The purpose of the meeting shall be stated in the call. Section 4: Voting Matters
All voting matters would require physical presence of the members and mail or electronic voting would not be used until and unless the CEC decides to implement such means of voting in the interest of Chapter. Section 5: Quorum
The presence of President, General Secretary and one more member would constitute a quorum at any regular and special Chapter meeting. In absence of quorum, the meeting will be adjourned, and reconvened at an agreed date later. The new date and time will be communicated to members.
Article V. Chapter Officers
Section 1: Chapter Board of Directors and their Major Duties
President, Vice President, General Secretary and the Treasurer would constitute the CBoD and they would be jointly responsible for managing the business of the Chapter. The CBoD shall: A. Manage the business of the Chapter as defined in the Chapter bylaws
B. Establish and execute Chapter policies for all activities
C. Institute, authorize and approve long and short-term objectives and programs for the Chapter
D. Approve Chapter budgets during the year and its revision(s) as needed
E. Appointment of other Chapter Officers for any Chapter office that may be vacant or get vacant due to any
F. Make recommendations to the membership
G. Be subject to the orders of the membership
H. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter Section 2: Chapter Officers and their Duties
The Officers of the Chapter shall be the following:
One each as:
- President
- Vice President
- General Secretary
- Treasurer
- Immediate Past President
One or more as approved by CBoD:
- Education Director
- Membership Director
- Public Relations Director
- CISA Coordinator
- CISM Coordinator
- CGEIT Coordinator
- CRISC Coordinator
- Research Coordinator
- Webmaster
Section 3: Term of Chapter Officers
A. 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 meeting at which they are elected.
B. No member shall hold more than one Chapter offices at a time, and no member shall be eligible to serve more than three consecutive terms in the same Chapter office. Exception to this may be accommodated subject to the approval of the CEC.
C. The Chapter Officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter. Section 4: Major Duties of Chapter Officers
A. The Chapter President shall:
• Preside at 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 Nominating Committee,
• Represent the Chapter at Leadership Conferences, Presidents Council Meetings and other conferences and functions, where appropriate, • Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.
B. The Chapter Vice President shall:
• Preside at meetings of the Chapter and the Board, in the absence or disability of the President,
• Preside over other sub-committees that are formed to perform specific tasks as decided by the CEC,
• Perform other duties as pertain to this office.
C. The Chapter Secretary shall:
• Take minutes of the meetings of the CEC and maintain a copy of the records,
• Maintain accurate list of membership and attendance records,
• Be responsible for the legal affairs, Chapter records and all correspondence pertaining to the Chapter,
• Assist the President in the administration of Chapter,
• Maintain electronic email lists of members and guests,
• 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 (example: web postings, FAX lists, etc),
• Perform other duties as pertain to this office.
D. The Chapter Treasurer shall:
• Be custodian of Chapter funds,
• Receive funds of the Chapter and disburse against those expenses that are required to conduct Chapter affairs and activities or as directed by the CEC,
• Remit dues to the Association as required,
• Submit written report at Chapter meetings as needed,
• Submit books and records for audit when required,
• File any and all tax forms if required,
• Perform other duties as pertain to this office.
E. The Immediate Past President of the Chapter shall:
• Serve in an advisory capacity to the new President and CEC,
F. The Education Director shall:
• Provide liaison with sponsors, academic and non-academic institutions who can sponsor Chapter events,
• Establish opportunities to brief appropriate classes of academic institutions on ISACA, CISA, CISM, CGEIT, CRISC and IT governance,
• Coordinate initiatives for Chapter events approved by the CBoD,
• Liaise with speakers, professors, and where appropriate take steps to establish an "Academic Advocate" program in local academic institutions,
• Perform other duties as pertain to this office.
G. The Membership Director shall:
• Maintain accurate lists of membership,
• Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy issues,
• Report on membership data from the Association,
• Coordinate plans for maintaining and Increasing Chapter membership,
• Perform other duties as pertain to this office.
H. The CISA Coordinator shall:
• Maintain resource material related to CISA certification, • Promote CISA accreditation within the Chapter membership, including exam preparation sessions,
• Maintain exam participation rate to sustain the local area as an exam writing site,
• Report to Chapter Board on exam results,
• Act as a liaison between exam participants and the Association via General Secretary,
• Perform other duties as pertain to this office.
I. The CISM Coordinator shall:
• Maintain resource material related to CISM certification,
• Promote CISM accreditation within the Chapter membership, including exam preparation sessions,
• Maintain exam participation rate to sustain the local area as an exam writing site,
• Report to Chapter Board on exam results,
• Act as a liaison between exam participants and the Association via General Secretary,
• Perform other duties as pertain to this office.
J. The CGEIT Coordinator shall:
• Maintain resource material related to CGEIT certification,
• Promote CGEIT accreditation within the Chapter membership, including exam preparation sessions,
• Maintain exam participation rate to sustain the local area as an exam writing site,
• Report to Chapter Board on exam results,
• Act as a liaison between exam participants and the Association via General Secretary,
• Perform other duties as pertain to this office.
K. The CRISC Coordinator shall:
• Maintain resource material related to CRISC certification,
• Promote CRISC accreditation within the Chapter membership, including exam preparation sessions,
• Maintain exam participation rate to sustain the local area as an exam writing site,
• Report to Chapter Board on exam results,
• Act as a liaison between exam participants and the Association via General Secretary,
• Perform other duties as pertain to this office.
L. The Public Relations Director shall:
• Conduct general marketing and publicity of the Chapter, CISA, CISM, CGEIT, CRISC, COBIT, the Association, and any other new initiative,
• Coordinate initiatives involving partnerships and alliances,
• Acquire any required marketing materials from ISACA International as authorized by the Board,
• Exercise general policy control and direction of any mail-out kits, publications, editorial or advertising which the Chapter may issue, authorize or sponsor under the direction of the Chapter Board, and
• Perform other duties as pertain to this office. Section 5: Chapter Officer Vacancies
A. If a vacancy should occur in the office of President, the vacancy shall be filled by the VicePresident.
B. If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the CBoD.
C. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession. D. 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.
Article VI. Nominations and Elections
Section 1 : Chapter Nominations
A. A Nominating Committee (NC) of four members shall be selected in the following manner:
• Option 1 - At a regular meeting in the month of January or February, the NC shall be elected by the membership.
• Option 2 – The NC shall be elected by the CBoD at their meeting in the month of December.
B. The NC shall solicit nominations from the Chapter membership and shall nominate candidates for offices to be filled at the annual general meeting.
C. The NC shall report to the membership at the regular meeting in the month of January or February.
D. Each member shall have consented to serve.
E. Nominations from the floor shall not be permitted prior to the election.
F. A candidate interested to join the committee shall inform the committee in writing or by email one month in advance before the AGM. Section 2: Chapter Elections
A. Officers shall be elected by vote of hand.
B. In the event there is only one candidate for any office, that candidate will automatically be selected.
Article VII. Chapter Finances
Section 1: Financial Authority
The CBoD shall have the authority to:
A. Expend funds allotted in the approved budget
B. Authorize non-budgeted expenditures not to exceed SR. 5,000/- (Saudi Riyals Five Thousand only) without prior approval of the CEC Section 2: Fiscal Year & Annual Financial Statements
A. The fiscal year of the Chapter shall run from January to December.
B. The CBoD 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: Insurance
The CBoD shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.
Article VIII. Chapter Committees
Section 1: Committee Formulation
A. Chapter Committees (CS) may be formed as per the need arise to meet a certain objective or goal towards the betterment and benefit of the Chapter and its members.
B. These CSs shall remain active until the desired goal or objective of the CS is achieved and will dissolve automatically thereon.
C. These CSs may cease if CBoD decides to abandon the task for which that particular CS was initially formed.
D. CSs could be made for the following but not limited to the tasks: • Membership Standing Committee
• Education Standing Committee
• Certification Standing Committee
• Audit Standing Committee
• Long-Range Planning Committee
• Bylaws Committee Section 2: Duties of Standing Committees
A. The Membership Standing Committee shall:
• Promote interest in the Chapter and in the Association
• Conduct an ongoing membership campaign.
• Shall receive and forward applications for membership to the Association when requested by the Association, the local Chapter, through its membership committee,
B. The Education Standing Committee shall:
• Recommend and oversee seminars and programs of professional education, except exam review courses.
C. The Certification Standing Committee shall:
• Assist the chapter CISA and CISM coordinator(s) in promoting the CISA and CISM examinations and professional designations locally
• Provide assistance in planning and conducting chapter’s exam review courses.
D. The Audit Standing Committee shall:
• Complete an annual auditing the Chapter accounts at the close of the fiscal year • Report them to the CBoD
E. The Long-Range Planning Committee shall:
• Recommend goals to the CBoD to further the purpose and objectives of the Chapter and the Association.
• Recommend ways and means towards the Chapter goals and objectives
F. The Bylaws Committee shall:
• Maintain and review the Chapter Bylaws
• Assure that all proposed changes conform to any local laws and applicable to the country requirements
• Examine the consistency of the proposed change with other provisions of the bylaws and with those of the Association and suggest wording for proposed changes.
• Forward the revised Bylaws to the CBoD / CEC G. Special Committees
• Special committees may be created as necessary by the CBoD.
• Their scope and responsibilities would be determined upon the need for which it is created
Article IX. Dissolution
A. If dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by twothirds (2/3) vote of the chapter membership after ten (10) days notice has been mailed to each member.
B. 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 International Headquarters.
C. 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 the appropriate governing code of Kingdom of Saudi Arabia for such distributions, with the approval of the Association’s International President and Chief Executive Officer.
Article X. Amendment of Chapter Bylaws
A. The Chapter Bylaws may be amended to incorporate necessary directives that may contribute towards the betterment of the Chapter and the members.
B. The CBoD shall approve all suggested bylaw changes and make the amendments available to the Chapter membership.
C. If a two-third (2/3) vote is received against any amendment at any regular Chapter meeting, CBoD should consider revising them provided the non-acceptance motion is for the benefit of the Chapter and the members and subsequent revisions would be taken up in the following Chapter meeting.
D. The CBoD should ensure that the Chapter practices abide to the bylaws.
E. The Chapter must ensure the compliance of the bylaws with the Association's bylaws and any applicable country requirements.
Article XI. Data Privacy
A. Chapter currently collects the personally identifiable information that the members share with ISACA HQ and / or they share with Chapter locally solely for activities related to Chapter Management.
B. Chapter collects information in a variety of ways, including but not limited to accessing the Chapter Member Roster (the access granted by ISACA), individual communication that members share with their consent, members updating their details at Chapter Event registration desk on the attendance sheet.
C. Chapter uses fair and lawful means to collect information, collects information using methods that have been reviewed and approved by the CEC.
D. Generally, no member information is shared without the consent of the member. The exceptions include: 1. When Chapter events are hosted, the sponsor may request a copy of attendance sheet 2. When CPEs of a member’s / guest attendee are audited by Certification body like ISACA where the member may have reported that s/he has attended Chapter events, the proof of attendance if requested by the Certification body to validate their claim, the extract of the attendance sheet may be shared
E. It is Chapter’s policy not to develop or acquire additional information about those individuals whose personal information is covered by this policy, unless it has obtained consent from those individuals. Certain exceptions apply, including to build behavioral profiles or to obtain information to verify applicants for courses or certification or to help them in job searching and placements.*****