Effective: 25 October 2018
Article I. Name
The name of this company limited by guarantee shall be ISACA SCOTLAND Chapter Ltd (hereinafter referred to as “Chapter”), a Chapter affiliated with the Information Systems Audit and Control Association Inc (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
The primary purpose of the Chapter is to promote the education of individuals for the improvement and development of their capabilities relating to the auditing of and/or management consulting in the field of IS audit, security and control. 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 auditing, quality assurance, security, and IS audit and control, and IT governance;
- To encourage a free exchange of IS audit and control, quality assurance., and security techniques, approaches, and problem solving by its members;
- To promote adequate communication to keep members abreast of current events in IS audit and control, quality assurance, and security fields that can be of benefit to them and their employers, and;
- To communicate to management, auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure the effective organisation and utilisation of IT resources.
- To promote the Association’s professional certifications and IT governance.
Article III. Membership and Dues
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.
The name of the member and identifying details recorded on the Chapter membership list maintained by the Association shall be the reference for ascertaining the membership of the Chapter at any time.
Section 1. Classifications and Qualifications
Section 2. AdmissionsPotential members shall:
- 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 hold office.
- Retired Member - any member, who presents proof of retirement status, subject to rules established by the Association Board. Retired members shall be entitled to vote and hold office at the Chapter level.
- Student Member - full-time student currently enrolled in a degree program of an accredited college or university, subject to rules established by the Association Board. Proof of enrolment shall be submitted annually. Student members shall not 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
- Meet the requirements of membership as outlined in Article III, Section 1.
- Complete an Association membership application form.
- Pay required dues to the Chapter and the Association
- Follow the Code of Professional Ethics of the Association.
Membership in the Association 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.
Section 3. Dues
Chapter dues shall be payable on or before 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 ISACA International.A member shall forfeit membership if dues, fees, or assessments have not been paid to the Association in compliance with terms as set by the ISACA 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 membership dues.
Section 4. Termination and Suspension
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. The regular meetings of the Chapter , open to all Chapter members, shall be held every three months, and shall be for the purpose of conducting the educational sessions and any business requiring an Act of the membership.
Section 2. The regular meeting in June shall be known as the annual meeting and shall be for the purpose of electing the Directors of the Chapter Board, installing Directors who shall subsequently be elected officers, receiving reports of officers and Boards, and for any other business that may arise. Aspects of the governance of the election proceedings are set out in the company articles of association.
Section 3. Special meetings may be called by the President or by the Chapter Board and shall be called upon written request by 6 members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least 21 days notice shall be given. Notification may be by postal mail, by email or by telephone.
Section 4. 20 members shall constitute a quorum at any regular, annual or special meeting of the Chapter membership. In absence of quorum, the meeting will be adjourned, and reconvened one week later, unless otherwise determined by the Board. The new date and time will be communicated to members
Section 5 Mail or Electronic Voting If required, 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 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
Article V. Chapter Officers
Section 1. Chapter Officers
The Officers of the Chapter shall be a President, Vice President, Secretary, Treasurer, the immediate Past President, CISA Co-ordinator, CISM Co-ordinator, CRISC Coordinator, CGEIT Co-ordinator, CSX Coordinator, and 2 Directors at Large
Section 2. Chapter Officers are elected by the Directors, from the Directors.
The election shall be held at a meeting of the Chapter Board that is held immediately after the close of the Chapter Annual Meeting. .
Section 3. Term of Chapter Office
- The Officers, except the immediate Past President, shall be elected annually for a term of 1 year, or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall begin on 1July and continue through 30 June.
- No Director shall hold more than 1 Chapter office at a time, and no Director shall be eligible to serve more than 4 of consecutive terms as President or Vice President
- Officers may be replaced during their term by a majority vote of the other Directors then in post . Directors may be dismissed during their term by a majority vote of the other Directors then in post. These changes shall be reported to the members at the next regular meeting
Section 4. 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:
The Chapter Vice President shall:
- Preside at all meetings of the Chapter and the Chapter Board
- Appoint all standing Board chairpersons and other Boards as authorised by the Chapter Board
- Be an ex-officio member of all Boards except the Nominating Board
- Represent the Chapter at Leadership Conference/Presidents Council Meeting(s)
- 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,
- Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board
The Chapter Secretary shall:
- Perform the duties of the President in the event of his/her absence or disability
- Perform other duties as pertain to this office
The Chapter Treasurer shall:
- Take minutes of the meetings of the Chapter Membership and the Chapter Board and circulate them within 7 days to the Board
- Maintain accurate lists of the membership, Board roles and attendance records
- Be responsible for the legal affairs, Chapter reports, and communications and correspondence pertaining to the Chapter
- Be responsible for putting arrangements in place and overseeing on behalf of the Board matters related to the Affiliation Agreement and Data Protection , including
- The Chapter Sectary may , with the prior permission of the Board put in place arrangements with third party suppliers to assist them in these roles
- Perform other duties as pertain to this office
The Immediate Past President of the Chapter shall:
- Be custodian of Chapter funds
- Receive all monies and disburse funds only upon the sanction of the Chapter Board, or the Chapter membership
- Remit dues to the Association as required
- Submit a written report at each regular meeting
- Submit books and records for audit when required
- File any and all tax forms required
- Perform other duties as pertain to this office
The chapter CISA co-ordinator shall promote the CISA examinations and professional designation locally, and shall arrange the chapter’s CISA study groups, workshops and ISACA TrainingThe chapter CISM co-ordinator shall promote the CISM examination and professional designation locally, and shall shall arrange the chapter’s CISM study groups, workshops and ISACA TrainingThe chapter CRISC co-ordinator shall promote the CRISC examination and professional designation locally, and shall shall arrange the chapter’s CRISC study groups, workshops and ISACA TrainingThe chapter CGEIT co-ordinator shall promote the CGEIT examination and professional designation locally and shall shall arrange the chapter’s CRISC study groups, workshops and ISACA Training The chapter CSX co-ordinator shall promote the CSX examination locallyDirectors at large 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
- Serve in an advisory capacity
- Perform other duties as pertain to this office
Section 5. Chapter Officer Vacancies
- If a vacancy should occur in any office, except that of immediate Past President and the 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 until filled by routine succession.
- If a vacancy occurs in the office of President, the vacancy shall be filled by the Vice President. If a Chapter officer’s membership in the Association shall for any reason terminate, that individual’s position as Chapter officer and role as Director shall automatically become vacant.
Article VI. Nominations and Elections
Section 1. Chapter Nominations
- Any chapter member is eligible to stand for election as Director . A member may nominate his or herself or any other member. All nominated members must have consented to serve.
- All nominations must be seconded by another chapter member.
- Nominations must be received by the Chapter Secretary no later than 14 days before the annual general meeting. Nominations can be transmitted to the Chapter Secretary in paper or electronic formats.
- Nominations from the floor at the annual general meeting shall be permitted prior to the election.
Section 2. Chapter Elections
- Elections of Directors and subsequently of Officers shall be by ballot. In the event there is only one candidate for any office, voting on that office may be by voice.
Article VII. Chapter Board
Section 1. Membership
The Chapter Board shall consist of 12 Directors elected by the members
Section 2. Duties
The Board shall:
- Supervise the affairs and conduct the business of the Chapter between business and regular meetings
- Make recommendations to the membership
- Be subject to the orders of the membership
- Hold business meetings at least monthly 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 at least 48 hours before a Special Meeting of the Chapter Board.
- 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.
- Perform the duties prescribed in these bylaws
Section 3. Authority
The Chapter Board shall have the authority to:
- Approve a budget
- Expend funds allotted in the approved budget
- Authorise non-budgeted expenditures by the Treasurer not to exceed £150 without prior approval of the Chapter Board.
Section 4. Quorum – Seven members of the Chapter Board shall constitute a quorum.
Section 5. Insurance - The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.
Article VIII. Chapter Committees
Section 1. Committees
There shall be the following Committees:
- Events Committee;
- Audit Committee.
Section 2. Duties of the Events Committee
The Chapter Board will allocate Directors to undertake a range of duties in relation to Chapter Events The duties of the Events Committee are summarised below:
- Conduct an ongoing membership recruitment campaign to promote interest in the Chapter, and in the Association;
- To recommend and oversee seminars and programs of professional education;
- To assist the CISA, CISM, CRISC , CGEIT and CSX co-ordinators in promoting the ISACA examinations and professional designation locally, and shall provide assistance in planning and conducting chapter’s certification related study groups , workshops and ISACA Training.
Section 3 Audit Committee
There shall be an Audit Committee. The Audit Committee shall arrange and oversee completion of an annual audit of the records of the Chapter, and report those findings to the Chapter Board.
- Members of the Audit Committee shall be appointed by the Chapter Board and may not also be Chapter Officers.
- The Audit Board will perform other duties as directed by the Board, including the review of local Chapter bylaws required by Article XI and make recommendations to the Chapter Board
Section 4 Sub-Committees
Sub-Committees to undertake particular duties of the Chapter may be established by the Chapter Board.
Article IX. Dissolution
To effect dissolution of the Chapter, these bylaws must be rescinded by a two-thirds vote of the chapter membership after 10 day’s 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 International Headquarters. All net assets shall go to a legitimate welfare, education or civic project designated by the Chapter membership with the approval of the Association’s International President and Chief Executive Officer.
Article X. Compliance with statutes, laws and regulations
- No member of the Chapter may represent it at ISACA and external meetings or events without the prior permission of the Board
- All member of the Chapter shall be bound by the ISACA Inc Affiliation Agreement with the Chapter and
- In addition to compliance with these Bylaws the Chapter will act in full compliance with all relevant legislation concerning its activities. The procedures and conduct of the Chapter shall, at all times, be executed with integrity, openness and fairness.
Article XI. Amendment of Chapter Bylaws
The Chapter Board shall approve all suggested bylaw changes and shall forward all bylaws changes to the Association, with changes indicated, as the Membership Division of the Association must give approval to all bylaws changes prior to submitting for vote by the chapter membership. The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter Board must ensure the compliance of the bylaws with the Association’s bylaws and applicable country requirements.
These bylaws may be amended at any regular meeting by a two-thirds vote of the Chapter membership, provided that the amendment has been submitted in writing at the previous regular meeting or has been mailed to the entire Chapter membership at least 10 days prior to the meeting at which it will be considered. The Membership 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.