Chapter Bylaws

BYLAWS OF ISACA SILICON VALLEY CHAPTER

Effective: 18-Oct-2018

ARTICLE I. NAME

The name of this non-union, non-profit organization shall be ISACA Silicon Valley 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 entity independent from any other association, enterprise, or entity.

ARTICLE II. PURPOSE AND OBJECTIVES

Section 1. Purpose

The specific purpose of the Chapter (one of many chapters located globally) is to support the Association to be a leading global provider of knowledge, certifications, community, advocacy and education on information systems. (IS) assurance-and security, enterprise governance and management of information technology (IT), and IT—related risk and compliance, and to carry on other activities associated with this goal as allowed by law. To achieve this purpose, the Chapter provides career- and profession-enhancing products and services to its regional membership; hosts educational events and conferences; promotes and prepares candidates to sit for Association IT Certification exams; and provides support to academic institutions teaching in associated fields.

The Corporation has been formed under the California Nonprofit Mutual Benefit Corporation Law (“Corporations Code”). The Corporation is organized and shall be operated within the meaning of Section 501(c) of the Internal Revenue Code of 1986, as amended.

Section 2. Objectives

  1. 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;
  2. To promote standardization and measurement of these skills and knowledge demonstrable by encouraging members to obtain the Association’s professional certifications;
  3. To encourage an open exchange of IT governance, IS audit, security, control, and assurance techniques, approaches, and problem solving by its members;
  4. 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;
  5. To communicate to management, auditors, higher education institutions, and to IS professionals the importance of establishing controls necessary to ensure the effective organization and utilization of IT resources.

ARTICLE III. MEMBERSHIP AND DUES

Section 1. Classifications and Qualifications

Membership registration and management is performed by the Association. Membership in the Association is a requirement for membership in a Chapter. To join the Chapter, a person will 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 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 to hold office.

  1. 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 join Chapter Committees. Students wishing to hold office will need to update their membership to standard Member.
  2. Recent Graduate Member - any member who graduated from a college or university within the last 2 years, subject to the rules established by the Association Board. Recent Graduate members shall be entitled to vote and to hold office.

Section 2. Admission

  1. Potential members shall:
  • Meet the requirements of membership as outlined in Article III, Section 1.
  • Complete an Association membership application form.
  • Pay required Chapter and Association dues to the Association.
  • Comply with the Code of Professional Ethics established by the Association. B. Membership in the Association and the Chapter shall be conferred upon an individual when the Association has accepted the membership application and received the required Chapter dues and Association dues, fees, and assessments for that individual. .

Section 3. Dues

  1. Chapter dues are at the discretion of the Chapter. The Chapter Board shall establish the amount of dues to be remitted in addition to the Association’s dues.
  2. Chapter dues shall be payable on or before 1 January of each year. Dues and fees must be paid in full to the Association.
  3. .
  4. A member shall forfeit membership if dues, fees, and 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.
  5. Resignation – any member who resigns shall not be entitled to a refund of his/her annual membership dues.

ARTICLE IV. CHAPTER MEMBER MEETINGS

Section 1. Regular Member Meetings

The regular meetings of the Chapter shall be held at least once a quarter, unless otherwise ordered by the Chapter Board.

Section 2. Annual General Meeting

One meeting in the last quarter of every year, shall be known as the Annual General Meeting and shall be for the purpose of electing new Chapter Officers (for any office that has a vacancy), receiving reports from the Current Chapter Board Members, and for any other business that may arise.

Section 3. Special Meetings

Special meetings may be called by the President or by a majority of the existing Chapter Board members, or upon written request by 30 members of the Chapter. The purpose of the meeting shall be stated in the call. No business shall be transacted except that mentioned in the call of the special meeting.

Section 4. Mail or Electronic Voting

Paper mail or electronic means may be used for the purposes of membership voting on resolutions approved by the Chapter Board, and such correspondence will be considered a special meeting for the purposes of these bylaws.

Section 5. Quorum

The quorum for any regular, special or Annual General Meeting shall be 30 members. In absence of the quorum at a regular meeting, no chapter business will be conducted except for educational sessions. In the absence of quorum at a special or Annual General Meeting, the meeting will be adjourned, and reconvened within the next 90 days. The new date and time will be communicated to members.

Section 6. Act of the Membership

The affirmative vote of the majority of the members present and voting at any regular or special meeting at which a quorum is present shall constitute an act of the membership.

Section 7. Notification

Members shall be notified at least 14 days in advance of the Annual General Meeting, regular meeting, or special meeting, except in case of emergency. Meeting notifications may be made using any or all available communication channels including electronic media.

Section 8. Presiding Officer

All meetings will be presided over by the President of this Chapter. In the absence of the President, the Vice President shall act as the Chairperson. In the absence of the President and the Vice President, the Secretary will act as the Chairperson. In the absence of the President, Vice President and the Secretary, the members of the Chapter Board who are present shall by majority vote, choose one among them to act as Chairperson for that meeting.

ARTICLE V. CHAPTER OFFICERS

Section 1. Chapter Officer Titles

The Officers of the Chapter shall be 15 in number, constituting:

  1. President
  2. Vice President
  3. Secretary
  4. Treasurer
  5. Academic Relations Director
  6. Certification Director
  7. Conference Director 
  8. Membership Director
  9. Program Director
  10. Marketing Director
  11. Communications Director
  12. Technology Director
  13. Sponsorship Director
  14. Resource Management Director
  15. Immediate Past President

Section 2. Duties of Chapter Officers

The Chapter Officers shall perform the duties prescribed by these bylaws, the Chapter Board, and the parliamentary authority adopted by the Chapter in the order specified.

The Chapter President shall:

  • Preside at all meetings of the Chapter and the Chapter Board.
  • Supervise the affairs and ensure continuity of all aspects of Chapter operations.
  • Execute all orders and resolutions of the Chapter Board and enforce the Chapter bylaws.
  • Appoint all committee chairpersons with approval of the Board of Directors.
  • 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.
  • Maintain communications with the Association and respond to Association inquiries.
  • Present an annual report to members at the Annual General Meeting. This report should consist of reports from various Chapter Officers and Committees.
  • Submit the annual report to the Association within 30 days after the end of Fiscal Year.
  • Supervise budgetary matters and proper internal control of finances.
  • Serve as liaison and advisor in coordinating the activities of the local Chapter in support of the Association
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The 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.
  • Work on chapter strategy and planning with the President.
  • Oversee Chapter Financials and yearly review along with the President.
  • Assist with presidential responsibilities.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The Secretary shall:
  • Issue notices for the Chapter Board meetings.
  • Take minutes of the meetings of the Chapter Board, and membership meetings (AGM & Special Meetings). Maintain accurate attendance records.
  • Manage the legal affairs, Chapter reports, and communications and correspondence pertaining to the Chapter.
  • Assist the President in the administration of Chapter membership meetings.
  • Assume presidential duties, in the absence of President and Vice President.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The Treasurer shall:
  • Be the custodian of Chapter funds.
  • Receive and disburse such funds of the Chapter as required in the conduct of its affairs and activities, only upon the sanction of the Chapter Board, or the Chapter membership.
  • Remit dues to the Association as required.
  • Update the financial records on a monthly basis and submit a written report for income and expenditure along with bank reconciliations to the Chapter Board on a quarterly basis.
  • Submit Treasurer’s report at membership meetings (AGM & Special Meetings)
  • Submit books and records for financial review.
  • File any and all tax forms required on a timely basis.
  • Prepare an annual budget after consulting with other Officers of the Chapter.
  • Submit the budget to the Chapter Board for approval within 45 days from the beginning of the fiscal year to which it is applicable.
  • Apprise the Chapter Board and document the rationale of any potential deficit budget.
  • Process disbursement requests in a timely fashion, maintain supporting evidences & approvals for disbursement requests, support of event registration, etc.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The Academic Relations Director shall:
  • Work with the Academic Relations Committee to liaise with higher education institutions, and especially any ISACA Student Groups.
  • Meet with accounting and/or information systems student groups to promote ISACA membership and Certification; and encourage students to become ISACA members.
  • Be familiar with university/college curricula.
  • Plan and implement research grants, academic scholarships, endowment programs, or best student papers.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The Certification Director shall:
  • Work with the Certification Committee to maintain a thorough understanding of the Certification Program and its policies.
  • Maintain resource material related to certifications and promote accreditation by conducting exam preparation / review sessions.
  • Manage the logistics for the certification review courses.
  • Report to the Chapter Board on exam results and recognize members who pass the Certification exam and/or obtain Association’s professional certification at the Chapter meeting.
  • Work with the Chapter Certification Committee to promote Certification continuing education (CPE) policy.
  • Publicize the Certification program within and outside the Chapter.
  • Provide feedback to the education department at ISACA International HQ to assist in the enhancement of future editions of training Certification study material and publications.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The Conference Director shall:
  • Work with the Conference Committee to plan and manage all conferences including joint conferences with other Chapters and associations.
  • Identify speakers and sponsors and plan event logistics with help from the Conference Committee.
  • Distribute and collect evaluation forms and compile results.
  • Maintain and update the conference planner.
  • Send thank you notes to the speakers and the attendees.
  • Provide biographical material of all speakers for Conference Proceedings.
  • Update the Chapter Board on the progress of the conference planning.
  • Ensure attendees are awarded CPEs for attendance.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The Membership Director shall:
  • Work with the Membership Committee to maintain accurate membership listing, facilitate programs to provide values & services to the members and increase the membership
  • Disseminate membership lists as directed by Chapter Board with due regard to security and privacy issues.
  • Conduct annual membership campaign to maintain and increase Chapter membership.
  • Report membership concerns to ISACA membership department.
  • Work with the Chapter Committee Chairs and ensure sufficient staffing in all committee activities.
  • Work with the Education, Conference, Certification, Marketing, and Communications Committees and implement surveys to identify membership needs and to improve attendance.
  • Contact non-renewing members to determine reasons for discontinuation and persuade individuals to renew membership.
  • Recommend and implement strategies for member retention.
  • Organize membership networking events.
  • Develop and implement a Chapter membership award program for the Chapter year.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The Program Director shall:
  • Work with the Education Committee to develop and manage the Chapter’s monthly and training day programs.
  • Identify speakers and topics for the programs with help from the Education Committee.
  • Distribute and collect evaluation forms and compile results.
  • Maintain and update the program planner.
  • Send thank you notes to the speakers and the attendees.
  • Provide session description and biographical material of all speakers for marketing the programs.
  • Build a library of program topics, course material, and speakers.
  • Ensure attendees are awarded CPEs for attendance.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The Marketing Director shall:
  • Work with the Marketing Committee to identify and use appropriate means of disseminating information about events and the chapter (example: email, social media, web postings, in-person announcing at events of other professional organizations, etc.).
  • Manage all public relations with membership and other professional organizations (e.g., establish new and manage existing Memorandum of Understanding documents).
  • Perform outreach to business, government, and academic organizations (to inform about Chapter activities and solicit their support).
  • Conduct general marketing and publicity of the Chapter for ISACA initiatives and acquire any required marketing materials from ISACA International as authorized by the Chapter Board.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The Communications Director shall:
  • Work with Communication Committee to manage tools used by the Chapter to maintain members and non- members Contact lists, create Chapter Events, Registration Links, create Promotion / Discount Codes for the events.
  • Prepare and send all communications to members through email, text and any other media as approved by the Chapter Board.
  • Conduct surveys with the members and / event participants within reasonable time of the events as decided by the Chapter Board. Provide CPE Certificates and links to the Speakers’ Presentations to the event participants by email.
  • Upload CPE credits for the event participants on the Association website.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The Technology Director shall:
  • Work with Technology Committee to identify and maintain optimal technology solutions for Chapter operations.
  • Manage and update the Chapter’s website, mobile apps contents and other Internet outreach medias.
  • Update website for all of the current and future event details including Agenda and Registration.
  • Manage repository of Speakers’ Presentations on the Chapter’s Website.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.
The Sponsorship Director shall:
  • Work with Sponsorship Committee to build and maintain a sponsorship program soliciting funding for the chapter from conferences, events, and annual subscription opportunities.
  • Build/maintain sponsorship marketing materials.
  • Build/maintain a database of sponsorship contacts and an associated management system to track the contacts to build and maintain the sponsorship program.
  • Work with the Marketing Director, Communications Director, Technology Director, Membership Director and other Chapter Board members to champion the program and seek sponsorship opportunities. Perform additional duties as may be authorized and delegated by the Chapter Board.
The Resource Management Director shall:
  • Work with Resource Management Committee to build and maintain a volunteer management program for the chapter. This program will involve attracting and retaining volunteers, assigning roles to the volunteers by working with the Board, designing and implementing incentives for the volunteers.
  • Work with the Board to prime the pump for future chapter leaders.
  • Build and maintain a management system to track volunteers to build and maintain a robust volunteer management program.
  • Build and maintain a chapter resources program which includes inventory and management of chapter resources such as equipment, devices, gift and marketing items, prizes, software, etc.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.

The Immediate Past President of the Chapter shall:

  • Provide advice and guidance to the Chapter Board, as requested.
  • Perform additional duties as may be authorized and delegated by the Chapter Board.

Section 3. Term of Office

  1. The Chapter Officers, except the immediate Past President, shall be elected for a term of two years, 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 1 January of the year following the Annual General Meeting at which they are elected.
  2. No member shall hold more than one Chapter Office at a time unless appointed in an adjunct temporary acting capacity pending an election.
  3. No Officer shall be eligible to serve more than two consecutive terms in the same Chapter Office.

Section 4. Office Vacancies

  1. Chapter Officer can resign from his or her position at any time.
  2. If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President
  3. If a vacancy should occur in any office, except that of the President or immediate Past President, the vacancy shall be filled by Chapter Board-approved temporary appointment.
  4. Such appointment is subject to ratification by membership at the next regular or special meeting.
  5. If a vacancy should occur in the office of Immediate Past President, the position shall remain vacant until filled by routine succession.
  6. 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.

Section 5. Removal of an Officer

Any or all Officers may be removed with or without cause by:

  1. a majority vote of the Chapter Board only at a duly called meeting at which a quorum is present OR
  2. the affirmative vote of a majority of members entitled to vote upon the election of such Officer under Article VII, Section 2:
  3. a) at a duly held membership meeting or,
  4. b) by written ballot in conformity with the California Law.

ARTICLE VI. CHAPTER BOARD

Section 1. Composition

The Chapter Board shall consist of all Chapter 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 membership meetings.
  2. Make recommendations to the membership.
  3. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.
  4. Have full power and authority over the affairs of the Chapter between membership meetings except as defined in these bylaws. The Chapter Board shall be subject to the orders of the Chapter and none of its acts shall conflict with action taken by the Chapter.
  5. Act as the governing body of this Chapter and its action shall be final, unless otherwise specifically provided by these bylaws or those of the Association.
  6. Provide for an independent review of the financial affairs of the Chapter, annually, and at such other times as it may deem advisable.

Section 3. Authority

The Chapter Board shall have the authority to:

  1. Expend funds allotted in the approved budget
  2. Authorize non-budgeted expenditures over $20,000 will require approval of the membership.
  3. By a two-thirds vote of the Chapter Board, recommend to the Association the termination of membership for any Chapter member who, in the Chapter Board’s judgment, has violated the bylaws or who has been guilty of conduct detrimental to the best interests of the Chapter or Association. Such termination by the Association shall be final and shall cancel all rights, interest, or privileges of such members in the services or resources of the Chapter.

Section 4. Chapter Board Meetings

The Chapter Board shall hold at least one meeting every quarter, at such time and place as it may choose.

The Chapter Board shall have the option to hold meetings of the Chapter Board electronically. A conference meeting must be arranged at least 48 hours in advance of the call. 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.

At all meetings of the Chapter Board, the President, if present, shall act as Chairperson. In the absence of the President, the Vice President shall act as the Chairperson. In the absence of the President and the Vice President, the Secretary will act as the Chairperson. In the absence of the President, Vice President and the Secretary, the members of the Chapter Board who are present shall by majority vote, choose one among them to act as Chairperson for that meeting.

A special Chapter Board Meeting can only be called by the President and three Chapter Board Members. In the absence of the President, the Vice President will have the authority to call an emergency meeting with three other Chapter Board Members. As mentioned in the Section 6 of this Article, quorum is required for making any decision. Section 5. Notification

Notice of Chapter Board Meetings shall be given in writing, to each member of the Chapter Board 48 hours in advance of the meeting, and shall be posted electronically to a common email group, or as the Chapter Board may  otherwise direct. Any failure in delivery of such notices by individual Chapter Board Members shall NOT invalidate the meeting or any action taken or proceedings thereat. Written notice may be waived by unanimous consent of the Chapter Board.

Section 6. Quorum

A majority of the Chapter Board shall constitute a quorum.

Section 7. Action

The affirmative vote of the majority of the Chapter Board members present and voting at a meeting at which a quorum is present shall constitute an act of the Chapter Board.

Section 8. Insurance

The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter. This Chapter Board shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s, director’s, employee’s or agent’s status as such.

Section 9. Expenses and Compensation

Chapter Board members and members of the Committees may receive such reimbursement for expenses as may be fixed or determined by the Chapter Board. Chapter Board members shall not be paid any compensation for their services, except in those special cases, when designated by the Chapter Board, where the Chapter Board member shall be appointed to fill a paid position.

Section 10. Fiscal Year

The fiscal year of this Chapter shall be January 1 – December 31.

ARTICLE VII. NOMINATIONS AND ELECTIONS

Section 1. Chapter Nominations

  1. The Chapter Board shall solicit and select volunteers to form a three-member Nominating Committee two months prior to the upcoming Annual General Meeting. Current Chapter Board members may serve on this committee; however, no members of the Nominating Committee will be eligible to stand for upcoming elections for that term.
  2. The Nominating Committee shall solicit or accept nominations in written form only, from the Chapter membership for offices to be filled at the Annual General Meeting.
  3. The Nominating Committee shall enforce the bylaws and confirm that nominees can stand for election. They will provide rationale to the current Board if they determine a candidate cannot be vetted to stand for election.
  4. Persons removed from the board, other than due to resignation, shall be ineligible for nomination to any chapter board position for a period of 36 months from the date of such removal.

The Nominating Committee shall follow such procedural rules as prescribed by the parliamentary authority adopted by the Chapter.

  1. The Nominating Committee shall formally present the report to the membership at the Annual General Meeting.
  2. The Nominating Committee shall advise the Chapter Board of the Committee’s nominations, upon request.
  3. Nominations for all positions shall close 3 days prior to the election upon which the Nominating Committee will inform the current Board of the vetted slate of candidates. No floor nominations shall be permitted on the day of the election.
  4. Candidates shall not be permitted to nominate themselves for multiple positions.
  5. Candidate must have previously demonstrated support to Chapter activities as a volunteer. The Nomination Committee will require evidence and will validate the successfully completed volunteer work with any one of the Current Board members. The current Chapter Board may waive this requirement for any deserving candidate.
  6. Candidate nominating for the President position must have served on the Chapter’s Board of Directors. The current Chapter Board may waive this requirement for any deserving candidate.
  7. All candidates must be members and each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest declaration form.

Section 2. Chapter Elections

  1. All Chapter Officers shall be elected by the membership of the Chapter by ballot, or in the event there is only one candidate for any office, voting on that office may be by voice.
  2. A member can run for only one office at a time.
  3. The Chapter Board shall determine by resolution whatever other procedures it deems necessary to conduct Chapter elections in a proper, reasonable, unbiased and accurate manner.
  4. All members present in person shall be eligible to vote at the Annual General Meeting.
  5. If a nomination is not received for a Board position, the newly elected Board can choose to appoint a member to fill this Board position vacancy. Such appointment is subject to ratification by the membership at the next regular or special meeting.

ARTICLE VIII. CHAPTER COMMITTEES

Section 1. Standing Committees

There can be the following standing committees:

  1. Academic Relations Committee
  2. Advisory Committee
  3. Finance Committee
  4. Bylaws Committee
  5. Certification Committee
  6. Communications Committee
  7. Conference Committee
  8. Education Committee
  9. Executive Committee
  10. Marketing Committee
  11. Membership Committee
  12. Nominating Committee
  13. Resource Management Committee
  14. Sponsorship Committee
  15. Technology Committee

Section 2. Duties of Standing Committees

  1. The Academic Relations Committee shall assist the Academic Relations Director in building relationships with local higher education institutions to promote awareness of ISACA and the Certifications provided by ISACA.
  2. The Advisory Committee shall be composed primarily of past Chapter Presidents and shall be called upon as needed to assist the Chapter Board on Chapter matters.
  3. The Finance Committee shall assist the Chapter’s President, Vice President and Treasurer by completing an annual review of the Chapter accounts at the close of the fiscal year, and reporting the results to the Chapter Board within a month from the start of the next fiscal year.
  4. The Bylaws Committee shall report to the Chapter Board and shall maintain the Chapter bylaws. The Bylaws Committee shall expedite the process of changing the bylaws in accordance with Article XI of the bylaws, assure that all proposed changes conform to any local laws, 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.
  5. The Certification Committee shall assist the Chapter’s Certification Director in promoting the Certification examinations and professional designations, and shall provide assistance in planning and conducting Chapter’s exam review courses.
  6. The Communications Committee shall assist the Communications Director in managing all direct communications informing all members and non-members about the Chapter's events and meetings.
  7. The Conference Committee shall assist the Conference Director in supporting the development, marketing, and execution of the Chapter’s conferences.
  8. The Education Committee shall assist the Program Director in recommending and overseeing the educational member meetings and training programs, except exam review courses and conferences.
  9. The Executive Committee shall be composed of the President, Vice President, Secretary and Treasurer and shall have the delegated power to act for the Chapter Board between meetings of the Chapter Board. Such delegated power is subject to the ratification of the actions of the Executive Committee at the next Chapter Board Meeting and also subject to any limitation the Chapter Board may from time to time impose on the Executive Committee. The Executive Committee may not, at any time, take or adopt any action contrary to a previously adopted resolution of the Chapter Board without its concurrence and approval. The Executive Committee shall carry out all actions directed and all policies adopted by the Chapter Board, and shall keep the Chapter Board fully informed of its actions, in a timely manner.
  10. The Marketing Committee shall assist the Marketing Director in general marketing and publicity of the Chapter and outreach to members and other organizations.
  11. The Membership Committee shall assist the Membership Director in promoting 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. The committee shall also be responsible for enlisting chapter members’ participation in other chapter committees
  12. The Nominating Committee shall be formed per Article VII, Section 1 and shall perform functions as specified in Article VII, Section 1 of these bylaws.
  13. The Resource Management Committee shall assist the Resource Management Director in managing volunteers for Chapter events and meetings.
  14. The Sponsorship Committee shall assist the Sponsorship Director in managing the Sponsorship program for the Chapter.
  15. The Technology Committee shall assist the Technology Director in managing the Chapter's technological tools including website, mobile app, and other internet outreach medias.

Section 3. Special Committees

Special committees may be created and dissolved as necessary by the chapter membership or the Chapter Board.

Section 4. Membership and Reporting

The Director over each committee shall appoint the members of the committee. Members of the Committees report to the Director over their respective Committees.

ARTICLE IX. DISSOLUTION

To effect dissolution of the Chapter, these bylaws must be rescinded by two-thirds (2/3) vote of the Chapter membership after ten (10) days’ notice has been mailed to each member. In the event of dissolution, the Chapter shall notify the Chief Executive Officer of the Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter or Association documents to International Headquarters. All net assets shall go to a welfare, education or civic project designated by the Chapter membership, pursuant to Section 501 (c) of the US Internal Revenue Code with the approval of the Association’s International President and Chief Executive Officer.

ARTICLE X. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s 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 XI. 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 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 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.

The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter must ensure the compliance of the bylaws with the Association's bylaws and any applicable country or state  requirements.

ARTICLE XII. INDEMNIFICATION

The Chapter shall indemnify any and all of its Officers or former Officers or any person who may have served at its request or by its election as an Officer of another corporation, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been an Officer of the Chapter or of such other corporation, except in relation to matters as to which any such Officer or former Officer or person shall be adjudged in such action, suit, or proceeding to be liable for willful misconduct in performance of duty and to such matters as shall be settled by agreement predicated on existence of such liability.

The indemnification provided hereby shall not be deemed exclusive of any other rights to which anyone seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested Officers or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office.