Chapter Bylaws

Bylaws of Information Systems Audit and Control Association Sacramento Chapter
Effective: August 22, 2016

Article I. Name

 

The name of this non-union, non-profit organization shall be Information Systems Audit and Control Association Sacramento Chapter, hereinafter referred to as “Chapter”, affiliated with 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

 

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 Information Technology (IT) governance, IS audit, security, 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, risk, IS audit, security, control and assurance;
  • To encourage an open exchange of IT governance, IS audit, security 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, risk, audit, security, control and assurance that can be of benefit to them and their employers;
  • To advocate for the importance of establishing and maintaining controls that ensure proper IT governance and

the effective organization and utilization of IT resources; and

  • To promote the Association’s professional

 

 

Article III. Membership and Dues

 

Section 1. Classifications and Qualifications

Membership in the Association is a requirement for membership in the Chapter. Therefore, upon joining the Chapter, a person must also join the Association, with accompanying rights and responsibilities.

 

  1. 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
  2. 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
  3. 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

 

Section 2. Admission

  1. Potential members shall:
    1. Meet the requirements of membership as outlined in Article III, Section
    2. Complete an Association membership application
    3. Pay required dues to the Chapter and the
    4. Follow the Code of Professional Ethics of the
  2. Membership in the Association and Chapter shall be conferred upon an individual when the Association and Chapter have received the required dues for that

 

Section 3. Dues

  1. Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter

Board, plus Association dues.

  1. A member whose dues are in arrears for more than 60 days shall no longer be deemed a
  2. A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.
  3. Resignation — any member who resigns shall not be entitled to a refund of his/her annual membership

 

 

Article IV. Chapter Meetings and Administration

 

Section 1. Educational sessions

Educational sessions of the Chapter membership shall be held at least once per quarter unless otherwise determined by the Chapter Board.

 

Section 2. Annual General Meeting

The annual general meeting shall be held in May 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.

 

Section 3. Special Meetings

Special meetings may be called by the President, the Chapter Board or upon written request by 20 of the  members. The purpose of the meeting shall be stated ahead of the meeting. In case of emergency, at least three

(3) days’ notice shall be given.

 

Section 4. Mail or Electronic Voting

Paper mail and/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

  1. The quorum for any annual general or special meeting shall be
  2. Only Chapter members shall be entitled to vote and counted in determining
  3. A member may authorize a Proxy. A Proxy must be received in writing by the Chapter Secretary no less than 2 days prior to the

 

Section 6. Act of the Membership

The affirmative vote of the majority of the members voting shall constitute an act of the membership.

 

Section 7. Notification

Members shall be notified at least 30 days in advance of the annual general meeting. Members shall be notified at least 10 days in advance of any special meetings, except in case of emergency. Notification shall be by one or more available communication channels, such as electronic media or posting.

 

Section 8. Administrative Year

The Chapter administrative year shall start on June 1 and end on May 31 of the following year. Election and installation of Officers is specified in Article VI.

 

 

Article V. Chapter Officers

 

Section 1. Chapter Officers

The Officers of the Chapter shall be thirteen (13) in number, constituting:

President, Vice President, Secretary, Treasurer, Immediate Past President and 8 Directors:

Academic Relations Director, Certifications Director, Communications Director, Marketing  Director, Membership Director, Programs Director, Seminars & Conferences Director, and Volunteers Director.

 

The Director-At-Large, Research Director and Government and Regulatory Advocacy Coordinator are not Chapter Officers.


Section 2. Term of Chapter Officers

  1. The Chapter Officers shall be elected for a term of two (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 annual general meeting following election.
  2. No member shall hold more than one (1) Chapter office at a time, and no member shall be eligible to serve more than three (3) consecutive terms in the same Chapter office.
  3. Any or all Directors or Officers of the Chapter may be removed without cause by an act of membership at a duly held meeting at which a quorum is present in accordance with Article
  4. An Officer may be immediately removed from office by a majority vote of the Chapter Board, should the officer miss two (2) or more Chapter Board meetings within an administrative year, without authorizing another officer as their Proxy for quorum and voting
  5. Any committee members or other non-officer appointed positions may be removed without cause by a majority vote of the Chapter Board only at a duly called meeting at which a quorum is

 

Section 3. Duties of Chapter Officers and Directors

The Chapter Officers and Directors shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter.

 

  1. The Chapter President shall:
    • Preside at meetings of the Chapter and the Chapter Board,
    • Appoint standing committee chairpersons and other committees and chairpersons as authorized by the Chapter Board,
    • Be an ex-officio member of all committees except the Nominating Committee,
    • Represent the Chapter at Leadership Conferences and other conferences and functions, where appropriate, or appoint another Chapter Board member as a representative,
    • 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 inquiries,
  • 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, and
  • Perform other duties, as needed, by authorized delegation of the Chapter

 

  1. 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,
    • Assist with presidential responsibilities,
    • Act as liaison with other professional organizations,
    • Appoint related committee chairperson(s), and
    • Perform other duties, as needed, by authorized delegation of the President or Chapter

 

  1. The Chapter Secretary shall:
    • Issue meeting notices and compile agenda for the Chapter Board,
    • Take minutes of the meetings of the Chapter Board, member meetings, special 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 annual general, special and member meetings,
    • Appoint related committee chairperson(s), and
    • Perform other duties, as needed, by authorized delegation of the President or Chapter

 

  1. The Chapter Treasurer shall:
    • Be custodian of Chapter funds,
    • Maintain key controls for Chapter finances,
    • 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,

  • Deposit dues for the Association, as required,
  • Submit a written report at each monthly Board meeting or whenever requested by the Board or Directors;
  • In concert with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account(s) held by the Association (Re-imbursement of expenses incurred by the President shall be reviewed and approved by the Vice President in concert with the ),
  • Submit financial statements for presentation to the membership at the annual general meeting, and as

requested by the Chapter Board,

  • Coordinate and ensure completion of annual financial audit,
  • Compile the annual budget based upon input from the Chapter Board, and submit for approval,
  • File annual tax forms, as required,
  • Appoint related committee chairperson(s), and
  • Perform other duties as, as needed, by authorized delegation of the President or Chapter

 

  1. 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 or as needed, by authorized delegation of the President or Chapter Board.

 

  1. The Chapter Academic Relations Director shall:
    • Act as liaison with academic institutions,
    • Establish opportunities to brief appropriate classes of academic institutions on ISACA and ISACA’s Certifications,
    • Coordinate scholarship initiatives approved by the Chapter Board,
    • Appoint related committee chairperson(s), and
    • Perform other duties as pertain to this office or as needed, by authorized delegation of the President or Chapter Board.

 

  1. The Chapter Certifications Director shall:
    • Act as Certification Coordinator for the Chapter,
    • Plan, manage and secure exam preparation session(s) for the year (instructors, logistics and dates);
    • Maintain resource materials related to ISACA’s certifications,
    • Promote ISACA’s accreditations within the Chapter membership, including exam preparation sessions;
    • Report to Chapter Board on exam results,
    • Perform other duties as pertain to this office or as needed, by authorized delegation of the President or Chapter Board,
    • Act as a liaison between exam participants and the Association,
    • Appoint related committee chairperson(s), and
    • Perform other duties, as needed, by authorized delegation of the President or Chapter

 

  1. The Chapter Communications Director shall:
    • Maintain electronic lists of members and guests,
    • Develop and implement strategic communications, public relations, and branding campaigns that increase awareness and support of Chapter programs and activities and enhance the Chapter’s prominence among key audiences,
    • Direct the development and maintenance of the Chapter’s website and social media sites to ensure that

the design and content achieves the appropriate public relations results,

  • Direct the development of the Chapter newsletter, bulletins, social media/web site postings, and related materials,
  • Appoint related committee chairperson(s), and
  • Perform other duties, as needed, by authorized delegation of the President or Chapter

 

  1. The Chapter Marketing Director shall:
    • Conduct general marketing and promotion of the Chapter, Association Certifications, the Association, and any other new initiatives,
    • Conduct vendor sponsor outreach,

  • Coordinate initiatives involving partnerships and alliances under the direction of the Chapter Board,
  • 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, or advertising which the Chapter may issue, authorize or sponsor under the direction of the Chapter Board,
  • Appoint related committee chairperson(s), and
  • Perform other duties, as needed, by authorized delegation of the President or Chapter

 

  1. The Chapter 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,
    • Appoint related committee chairperson(s), and
    • Perform other duties, as needed, by authorized delegation of the President or Chapter

 

  1. The Chapter Programs Director shall:
    • Act as Program Coordinator for Chapter meetings,
    • Plan, manage and secure the Chapter’s programs for the year (speakers, event types, logistics and dates);
    • Coordinate CPE issuance to program attendees,
    • Distribute and collect evaluation feedback, document and communicate results,
    • Build/maintain a repository of program/seminar/conference topics, materials and speakers,
    • Provide biographical material of all speakers for marketing and communications,
    • Appoint related committee chairperson(s), and
    • Perform other duties, as needed, by authorized delegation of the President or Chapter

 

  1. The Chapter Seminars & Conferences Director shall:
    • Act as Seminars & Conferences Coordinator for Chapter seminars and conferences
    • Plan, manage and secure Chapter’s seminars and conferences for the year (speakers, event types, logistics and dates),
    • Coordinate CPE issuance to seminar and conference attendees (as applicable),
    • Distribute and collect evaluation feedback, document and communicate results,
    • Build/maintain a repository of program/seminar/conference topics, materials and speakers,
    • Provide biographical material of all speakers for marketing and communications,
    • Appoint related committee chairperson(s), and
    • Perform other duties, as needed, by authorized delegation of the President or Chapter

 

  1. The Chapter Volunteers Director shall:
    • Act as Volunteers Coordinator for the Chapter,
    • Develop volunteer recruitment program – plan how and where to recruit volunteers, volunteer retention, replacement, recognition and reward volunteer efforts,
    • Coordinate event volunteer requirements - work out how many volunteers are needed and for what roles,

with Chapter event leaders (e.g., Programs Director),

  • Developing and managing policies, procedures and standards for volunteers,
  • Maintain volunteer database and records,
  • Appoint related committee chairperson(s), and
  • Perform other duties, as needed, by authorized delegation of the President or Chapter

 

  1. The Chapter Director-at-Large shall:
    • Contribute to the work of the Chapter Board on a wide variety of topics and projects, as needed, by appointment and authorized delegation of the President or Chapter Board; and
    • May act as chairpersons of standing or other

 

  1. The Chapter Research Director shall:
    • Acts as the Chapter’s primary contact with ISACA’s research department to become the chapter’s subject matter expert (SME) in ISACA’s knowledge deliverables,

  • Helps to identify potential SMEs to participate in development or review of ISACA research products
  • Attends quarterly calls scheduled by ISACA HQ to learn about newly released, ongoing & future research developments,
  • Liaise with Chapter Directors to ensure dissemination of information about ISACA research to chapter

members, and

  • Maintain ongoing communication with ISACA HQ research department to provide feedback on deliverables.

 

  1. The Chapter Government and Regulatory Coordinator shall:
    • Develop the Chapter’s Government and Regulatory Advocacy (GRA) program
    • Develop and promote Government & Regulatory (G&R) relationships
    • Coordinate ISACA Chapter participation at G&R conferences or events;
    • Develop and manage policies, procedures and standards for GRA Coordinator role;
    • Provide Communications Director with G&R Contacts database and records information as compiled;
    • Appoint related committee chairperson(s); and
    • Perform other duties, as needed, by authorized delegation of the President or Chapter

 

Section 4. Chapter Officer Vacancies

  1. If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.
  2. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine
  3. If a vacancy should occur in any other office, the vacancy shall be filled by the Chapter
  4. If a Chapter officer’s membership in the Association shall for any reason terminate, that individual’s position as Chapter officer shall automatically become

 

 

Article VI. Nominations and Elections

 

Section 1. Chapter Nominations

  1. A Nominating Committee of 3 members shall be selected in the following manner:

A Nominating Committee shall be elected by the membership at a Chapter meeting, prior to the end of  March.

  1. The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for offices to be filled at or by the annual general
  2. The Nominating Committee shall report the slate of candidates to the membership prior to the annual general meeting in
  3. Nominations from the floor shall be permitted prior to the election. Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest

 

Section 2. Chapter Elections

  1. Officers shall be elected by
  2. In the event there is only one candidate for any office, voting on that office may be by
  3. Only Chapter members shall be entitled to
  4. Officers shall be elected by a plurality of votes of the members

 

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:

  1. Supervise the affairs and conduct the business of the Chapter between business meetings
  2. Make recommendations to the membership
  3. Be subject to the orders of the membership
  4. Meet at least quarterly at a time and place (including virtual meetings) determined by the Chapter Board

  1. Perform the duties as prescribed in these bylaws and the parliamentary authority adopted by the Chapter
  2. Regular or special meetings of the chapter board may be held virtually. 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 meeting; and
  3. In the event that they cannot be present at a Chapter Board meeting, authorize in writing to the Chapter Board at least one (1) day prior to that meeting, another Officer or Director as their Proxy and is not

 

Section 3. Financial Authority

The Chapter Board shall have the authority to:

  1. Approve the annual budget
  2. Expend funds allotted in the approved budget

 

Section 4. Fiscal Year & Annual Financial Statements

  1. The fiscal year of the Chapter shall run from January 1st to December 31st unless otherwise established by the Chapter Board.
  2. 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

 

Section 5. Insurance

The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.

 

Section 6. Quorum

A majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting.

 

 

Article VIII. Chapter Committees

 

Section 1. Program Committee

There shall be a Program Committee with the objective of developing and implementing the Chapter program events for the year.

 

Section 2. Special Committees

Other committees may be created as necessary by the Chapter Board.

 

 

Article IX.         Limitation of Liabilities and Indemnification

 

Nothing herein shall constitute the members of the Chapter as partners for any purpose. No member, officer, or agent of the Chapter shall be liable for the acts or failure to act on the part of any other member, officer, or agent of the Chapter, nor shall any member, officer, or agent be liable for his/her act, or failure to act under these bylaws, excepting only acts of failure to act arising out of his/her malfeasance or gross negligence.

 

Any Officer or former Officer of the Chapter shall be reimbursed against the reasonable expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit, or proceeding in which he/she are made parties or a party by reason of having been an Officer of the Chapter, except in relation to matters as to which such Officer or former Officer shall be adjudged in such action, suits, or proceedings to be liable for malfeasance or gross negligence in the performance of duty and to such matters as shall be settled by agreement, predicated on the existence of such liability. Reimbursement for expenses is limited to the amount covered by insurance in force at the time, from either the Association or the Chapter, or, if not an event covered by insurance for any reason, the Chapter reimbursement will not exceed 25 percent of the Chapter reserves, and no liability for reimbursement of expenses would in any case be forthcoming from any Chapter Officer personally.


Article X. Dissolution

 

If dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by two-thirds (2/3) vote of the chapter membership after ten (10) days’ notice has been communicated 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 Association Headquarters. 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) (6) of the US Internal Revenue Code with the approval of the Association’s International President 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 Membership Division of the Association, with changes indicated. The Association must give 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 that the amendment has been submitted in writing or has been mailed or e-mailed to the entire Chapter membership at least ten (10) days prior to the meeting at which it will be considered. The Chapter Relations Division 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.

 

If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.

 

The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the Chapter and Association bylaws.

 

ISACA International Recommended Changes only:

From time to time, ISACA International will recommend changes to our bylaws. All of these recommendations will be considered for adoption by the Chapter Board. The Chapter Board will deliberate and discuss  the proposed adjustments. If at least two-thirds (2/3) of the Chapter Board vote in favor of such change, the bylaws will be changed. A notification will be communicated to the Chapter membership within 30 days of the bylaw changes.

 

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