Chapter Bylaws

BYLAWS OF ISACA SILICON VALLEY CHAPTER

Effective: 1-1-2024

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”. Although the Chapter is affiliated with the Association and is subject to the Chapter Affiliation Agreement and other directives of the ISACA Board of Directors, the Chapter is a legally independent entity from the Association as well as any other association, enterprise, or entity, and is responsible for its own legal and administrative affairs, including compliance with all applicable laws and regulations.

ARTICLE II. PURPOSE AND OBJECTIVES

Section 1. Purpose

The primary purpose of the Chapter is to promote the education of individuals and provide networking opportunities for the improvement and development of their capabilities relating to the auditing of, management consulting in, or direct management of the fields of technology, IT governance, IS audit, cybersecurity, privacy, control, assurance and any additional domains on which the Association would like the Chapter to focus.

Section 2. Objectives

To promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of IT governance, IS audit, cybersecurity, privacy, control, and assurance;
To encourage an open exchange of IT governance, IS audit, cybersecurity, 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, IS audit, cybersecurity, privacy, control and assurance that can be of benefit to them and their employers;
To communicate to management, auditors, universities, and IS professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources; and
To support the Association’s professional certifications and certificates.

ARTICLE III. MEMBERSHIP AND DUES

Section 1. Membership Types and Qualifications

Membership in the Association is a requirement for membership in a Chapter. Membership types in the chapter will mirror membership types in the Association. Any member of the Association shall be eligible for membership in the Chapter with the same membership type, subject to rules established by the Association Board. Only the Association Board of Directors has the right to add or remove membership types in the Association. Membership types in Chapter are:

Professional Member—Any individual with a professional membership in the Association. Professional members of the Chapter shall be entitled to vote and to hold office at the Chapter level.
Retired Member—Any member of the Association, who presents proof of retirement status, subject to rules established by the Association Board. Retired members of the Chapter shall be entitled to vote and hold office at the Chapter level.
Student Member—Any member of the Association who is a full-time student currently enrolled in a degree program of an accredited college or university, subject to rules established by the Association Board. Student members of the Chapter shall be entitled to vote at the Chapter level.
Recent Graduate—Any member of the Association who graduated within the last two years from a recognized college or university, subject to rules established by the Association Board. Recent Graduate members shall be entitled to vote and hold office at the Chapter level.

Section 2. Admission

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.

Membership in 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, for that individual.

Section 3. Dues

Association and Chapter dues must be paid annually, in full, to the Association. Amount of Chapter dues shall be determined by the Chapter Board of Directors.
A member shall forfeit membership in the Chapter and Association, if dues have not been paid to the Association or Chapter in compliance with terms set by the Association Board of Directors, as required.
Resignation—Any member who resigns shall not be entitled to a refund of his/her annual Association or Chapter dues.

Section 4. Member Termination

Only the Association has the authority to terminate Association and Chapter membership of an individual. Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the Chapter.

ARTICLE IV. CHAPTER MEMBER MEETINGS

Section 1. Chapter Educational Events

The Chapter educational events 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 (AGM) and shall be for the purpose of electing new Chapter Officers every two years, receiving reports from the Current Chapter Board Members, and for any other business that may arise. The AGM may be held in-

person or online , as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold the AGM electronically shall be approved by the Chapter Board.

Section 3. Special Meetings

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

Section 4. In-person or Online Voting

Any action that may be taken at any meeting of members may be taken without a meeting, if the Chapter delivers a ballot to every member entitled to vote on the matter.
The method of delivering the ballot may be by hand delivery, postal mail, email or via secured and validated electronic/internet-based tools.
A ballot must:

Set forth each proposed action; and
Provide an opportunity to vote for or against each proposed action.

Approval by ballot pursuant to this section will be valid only when the number of votes cast by ballot equals or exceeds the required quorum, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter.
All solicitations for votes by written ballot must:

1. Be preapproved by the Chapter Board or the membership at a Chapter meeting;

2. Indicate the number of responses needed to meet the quorum requirements;

3. State the percentage of approvals necessary to approve each matter;

4. Specify a reasonable time by which a ballot must be received by the Chapter in order to be counted; and

5. Be considered a special meeting for the purposes of these bylaws.

In-person or online means may be used for the purposes of membership voting on resolutions approved by the Chapter Board.

Section 5. Quorum

The quorum for any regular, annual general or special meeting, in-person or electronically, shall be 30 members. In absence of the quorum at a regular meeting, no chapter business will be conducted, except for an educational session. 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 the members.

Section 6. Act of the Membership

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

Section 7. Notification

Members shall be notified at least 10 days in advance of the Annual General Meeting and at least 7 days in advance of a Regular or Special Meeting. 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 of Internal Affairs shall act as the Chairperson. In the absence of the President and the Vice President of Internal Affairs, the Vice President of External Affairs will act as the Chairperson. In the absence of the President, Vice President of Internal Affairs and the Vice President of External Affairs, 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 18 in number, constituting:

1. President

2. Vice President of Internal Affairs

3. Vice President of External Affairs

4. Secretary

5. Treasurer

6. Academic Relations Director

7. Certification Director

8. Conference Director

9. Membership Director

10. Program Director

11. Education Director

12. Marketing Director

13. Communications Director

14. Technology Director

15. Sponsorship Director

16. Resource Management Director

17. Community Service Director

18. 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.
Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement, in partnership with the Board Secretary;
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 and members in partnership with the respective Chapter
Officers/Directors, except the Nomination Committee, with approval of the Board of Directors.
Be an ex-officio member of all committees except the Nomination Committee.
Ensure the chapter is represented by a chapter leader at all ISACA chapter leadership events. Attendance of individual(s) should be approved by the chapter board.
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.
Complete/ submit the required annual Compliance documentation to the Association within 30 days after the Chapter’s AGM.
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
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
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 AGM; such report to consist of reports from various Chapter officers and committees;
Execute agreements authorized by the Chapter Board of Directors;
Ensure Chapter trainers for ISACA certifications are accredited by ISACA in partnership with the Certification Director; and
Perform additional duties as pertains to the office of President, or which may be authorized and delegated by the Chapter Board

The Vice President of Internal Affairs shall:

Assist and govern secretary, treasury, academics, membership, technology, community service, and resources, and keep the President and the Board informed.
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.
In the event of a vacancy in the office of President, assume the office of President.
Work on chapter strategy and planning with the President.
Oversee Chapter Financials and yearly review along with the President.
Assist with presidential responsibilities.
Perform the duties of the Vice President of External Affairs in the event of his/her absence or disability.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Vice President of External Affairs shall:

Assist and govern programs, education, conference, communications, marketing, certification, sponsorships and partnerships, and keep the President and the Board informed.
Preside at meetings of the Chapter and the Chapter Board, in the absence of the President and Vice President of Internal Affairs
Work on chapter strategy and planning with the President and the Vice President of Internal Affairs.
Assist with presidential responsibilities.
Perform the duties of the Vice President of Internal Affairs in the event of his/her absence or disability.
Perform the duties of the President in the event of the absence or disability of the Vice President Internal Affairs and the President.
In the event of a vacancy in the office of President and Vice President of Internal Affairs, assume the office of President.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
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, communications and correspondence pertaining to the Chapter.
Assist the President in the administration of Chapter membership meetings.
Manage the Chapter’s registration and legal status with all legal entities.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
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 the carrying of its activities, or as directed by the Chapter Board.
If received locally, 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)
Procure and manage annual independent 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.
Along with the President, authorize expenditures from, or transfers of funds from/to the Chapter’s US Dollar account held at the Association;
Submit annual financial statements for presentation to the membership at the AGM;
Submit books and records for audit, if/when required;
Apprise the Chapter Board and document the rationale of any potential deficit budget.
Process disbursement requests in a timely fashion, maintain supporting evidence & approvals for disbursement requests, support of event registration, etc.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Academic Relations Director shall:

Recruit volunteers to build and maintain an Academic Relations Committee.
Work with the Academic Relations Committee to liaise with higher education institutions, and especially any ISACA Student Groups.
Meet with cybersecurity / information security, technology, compliance, risk management, governance and audit related 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, scholarships, endowment programs, or best student papers.
Build and maintain a mentorship program for students and professionals by partnering with the Academic Relations Committee and Board members.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Certification Director shall:

Recruit volunteers to build and maintain a Certification Committee.
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.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Conference Director shall:

Recruit volunteers to build and maintain a Conference Committee.
Reach out externally for high quality speakers for the conference/summit/symposiums. Expectations of a high-quality speaker include those with strong experience and ideally with reputable organizations.
Generate speaker leads via a multi-channel approach including call for speakers, etc.
Evaluate topic description to match current industry topics and ISACA’s standards.
Work with the Conference Committee to plan and manage all conferences including joint conferences/summits/symposiums with other Chapters and organizations.
Lead all aspects of the conference from end to end, i.e., pre-conference planning, during conference activities, and post-conference activities.
Identify speakers and sponsors and plan event logistics with help from the Conference Committee.
Distribute and collect evaluation forms/surveys for speakers/conference events, compile results, and share with the Board.
Maintain and update the conference planner.
Update the Chapter Board on the progress of the conference planning.
Ensure attendees are awarded CPEs for attendance.
Support the Program Director with Education Program activities, i.e., pre-program planning, during program activities, and post-program activities.
Make sure all processes for the Conference are defined and followed.
Establish processes and checklists as required for Conference.
In absence of the Program Director, manage Program Events in partnership with the Education Director and other Board Directors as directed by the Board.
In absence of the Education Director, manage Education Events in partnership with the Program Director and other Board Directors as directed by the Board.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Membership Director shall:

Recruit volunteers to build and maintain a Membership Committee.
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 membership campaigns 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.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Program Director shall:

Recruit volunteers to build and maintain a Program Committee.
Reach out externally for high quality speakers for Educations Programs (webinars and in-person events). Expectations of a high-quality speaker include those with strong experience and ideally with reputable organizations with help from the Program & Education Committees.
Generate speaker leads via a multi-channel approach including call for speakers, etc.
Work with the Program & Education Committees to develop and manage the Chapter’s monthly webinars, monthly in-person seminars and hybrid events.
Lead all aspects of the education programs from end to end, i.e., pre-program planning, during program activities, and post-program activities.
Will also support the Conference Director on conference activities, i.e., pre-conference planning, during conference activities, and post-conference activities.
Distribute and collect evaluation forms/surveys for speakers/education program events, compile results, and share with the Board
Maintain and update the program planner.
Build a library of program topics, course material, and speakers.
Ensure attendees are awarded CPEs for attendance.
In absence of the Education Director, manage Training Day(s) and other Education Director duties in partnership with the Conference Director and other Board Directors as directed by the Board.
In absence of the Conference Director, manage Conference Events in partnership with the Education Director and other Board Directors as directed by the Board.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Education Director shall:

Recruit volunteers to build and maintain an Education Committee.
Be a primary support for Programs and Conference events.
Manage Training Day(s) as directed by the Board.
Reach out externally for high quality speakers for Educations Programs (webinars and in-person events) and Conference. Expectations of a high-quality speaker include those with strong experience and ideally with reputable organizations.
In absence of the Program Director, manage Program Events in partnership with the Conference Director as directed by the Board.
In absence of the Conference Director, manage Conference Events in partnership with the Program Director and other Board Directors as directed by the Board.
Generate speaker leads via a multi-channel approach including call for speakers, etc.
Evaluate topic description to match current industry topics and ISACA’s standards.
Work with the Education & Program Committees to develop and manage the Chapter’s monthly
webinars, monthly in-person seminars, hybrid events, and training day programs.
Support with program and conference speakers selection and co-ordinations.
Support ISACA initiative of One-In-Tech and She Lead Tech by inviting the appropriate speakers
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Marketing Director shall:

Recruit volunteers to build and maintain a Marketing Committee.
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 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.
Lead/drive partnerships with other ISACA chapters and other organizations with the support of the Sponsorship Director and other Board members.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Communications Director shall:

Recruit volunteers to build and maintain a Communications Committee.
Work with the Communications 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.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Technology Director shall:

Recruit volunteers to build and maintain a Technology Committee.
Work with the 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 mediums.
Update website for all of the current and future event details including Agenda and Registration.
Maintain an inventory of software assets and ensure timely renewal of the licenses.
Manage repository of Speakers’ Presentations on the Chapter’s Website.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Sponsorship Director shall:

Recruit volunteers to build and maintain a Sponsorship Committee
Work with the Sponsorship Committee to build and maintain a sponsorship program soliciting funding for the chapter from conferences, monthly events, annual subscription and other 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.
Lead/drive partnerships with other ISACA chapters and other organizations with the support of the Marketing Director and other Board members.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Resource Management Director shall:

Recruit volunteers to build and maintain a Resource Management Committee.
Work with the 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 in storage such as equipment, devices, gift and marketing items, prizes, etc.
Manage and monitor the P.O. Box for the Chapter.
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

The Community Service Director shall:

Recruit volunteers to build and maintain a Community Service Committee.
Lead and organize OneInTech and SheLeadsTech initiatives and be Chapter liaison with ISACA for these initiatives.
Work with the Program Director and the Conference Director to ensure that ISACA’s One-In-Tech and She Lead Tech initiatives are supported by adequate representation of speakers for events.
Lead/drive/support government relations and other initiatives from ISACA HQ.
Organize and manage Community Service initiatives.
Organize and manage CommunITy Day.
Organize and manage fundraiser(s).
Commit to contribute on average 10-20 hours a month. This time commitment requirement may be adjusted by the Board as need be.
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 president and the Chapter Board, as requested.
Recommend to contribute on average 4-5 hours a month. This time commitment requirement may be adjusted by the Board as need be.
Perform additional duties as may be authorized and delegated by the Chapter Board.

Section 3. Term of Office

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.
No member shall hold more than one Chapter Office at a time unless appointed in an adjunct temporary acting capacity pending an election.
No Chapter Board Member shall be eligible to serve more than two consecutive terms in the same Chapter Office. A Chapter Board member serving the Chapter in a Chapter Office who has served more than half a term in an office is considered to have served a full term

Section 4. Office Vacancies

Chapter Officer can resign from his or her position at any time and are recommended to give a 30-day notice.
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 appointment.
If a vacancy should occur in the office of Immediate Past President, the position shall remain vacant until filled by routine succession.
If a Chapter Officer’s membership in the Association or Chapter 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

The Chapter Board shall solicit and select volunteers to form a minimum three-member Nomination Committee a minimum two months prior to the upcoming Annual General Meeting.No members of the Nomination Committee will be eligible to stand for upcoming elections for that term.
The Nomination Committee shall solicit or accept nominations for officer positions in written form only, from the Chapter membership for offices to be filled at the Annual General Meeting.
The Nomination 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.
The Nomination Committee is responsible for selecting the best candidates for each position.
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 Nomination Committee shall follow such procedural rules as prescribed by the parliamentary authority adopted by the Chapter.

Nominations for all positions shall be open for a minimum 2 weeks and close a minimum of 2 weeks prior to the election upon which the Nomination Committee will inform the current Board of the vetted candidates. Members will also be informed on the vetted candidates minimum 1 week ahead of AGM. No floor nominations shall be permitted on the day of the election.
Candidates shall not be permitted to nominate themselves for multiple positions.
Whenever possible, candidates shall have previously demonstrated support to Chapter activities as a volunteer. The Nomination Committee may request evidence and may validate the successfully completed volunteer work with the Board members. The Chapter Board may waive this requirement by a majority vote.
Candidates are not allowed to utilize chapter resources including but not limited to ISACA SV’s email list, member roster, and other chapter resources where a candidate has privileged access, to solicit chapter members.
Candidates shall not be permitted to nominate themselves for multiple positions.
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 the Current Board members. The current Chapter Board may waive this requirement by a majority in a Board meeting.
Candidates nominating for the President position must have served on the Chapter’s Board of Directors. The current Chapter Board may waive this requirement.
The Nomination Committee shall provide a report of nominations to the Chapter Board and the Chapter Membership.
All candidates must be ISACA SV Chapter members residing in one of the San Francisco Bay Area counties, the Board can waive this requirement. Each candidate shall have consented to serve and shall have completed a Non-Disclosure Agreement, a Willingness to Serve Agreement and a Conflict of Interest declaration form. If the member relocates outside one of the San Francisco Bay Area counties, the Board can decide in a Board meeting whether that member can continue or not in their current position.

Section 2. Chapter Elections

All Chapter Officers shall be elected by the membership of the Chapter by ballot or online voting.
A member can run for only one office at a time.
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.
All members present in the meeting shall be eligible to vote at the Annual General Meeting.
The Nomination Committee shall formally present the effective nominations to the membership at the Annual General Meeting and declare the election results.

ARTICLE VII. 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:

Supervise the affairs and conduct the business of the Chapter between membership meetings.
Make recommendations to the membership.
Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.
Hold Chapter Board meetings—at least 4 meetings per year at a time and place determined by the Chapter Board. Special meetings of the Chapter Board may be called by the President or shall be called upon the written request of 3 members of the Board. Notice must be given to Chapter Board members at least 48 hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting;
Regular or special meetings of the Chapter Board may be held electronically, as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold electronic Chapter Board Meetings shall be approved by the Chapter President or the Chapter Board. A conference meeting must be arranged at least 48 hours in advance of the call. Each member should seek recognition from the chair before beginning to speak, and each member should identify himself or herself prior to speaking. Motions will be voted on by voice vote. If the chair has a problem determining the vote, he or she may call for a roll call vote. The roll call vote is for determination of the outcome of the vote and shall not be recorded in the minutes. The minutes of the meeting shall be approved at the next meeting.
In carrying out the activities of the Board, the Board may request a vote via email and all Board members must be emailed about the proposal and will need to be provided at least two days for a response.

Section 3. Financial Authority

The Chapter Board shall have the authority to:

Approve the annual budget. Expend funds allotted in the approved budget
Authorize non-budgeted expenditures over $20,000 with a ⅔ vote of the Chapter Board with quorum at a Board meeting or via email.

Section 4. Fiscal Year & Annual Financial Statements

The fiscal year of the Chapter shall run from January 1 to December 31
The Chapter Board shall ensure that annual financial statements are prepared and verified or audited—as required by local law and/or these chapter bylaws—by an individual(s), who is NOT a member of this chapter. The verification or audit will be approved by the Chapter Board, presented to members at the AGM, and submitted annually to the Association as part of compliance reporting.

Section 5. Quorum

A majority of the Chapter Board in office shall constitute a quorum.

Section 6. 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.

The Chapter Board shall carry adequate insurance coverage at all times to insure the risk associated with the Chapter’s activities. The Chapter shall hold the Association harmless from any lawsuits, damages, other expenses or liabilities, arising out of the activities of the Chapter.

Section 7. Removal

Any Officer who fails to attend 50% Chapter Board meetings within a year within a 12-month period may be brought before the Chapter Board of Directors and may be removed from office by a majority vote of the Chapter Board.
Any Officer may be removed, with or without cause, at any meeting of the Chapter Board of Directors, by a majority vote of the members of the Chapter Board. Any Officer being considered for removal from the Chapter Board of Directors shall have the right to be heard by the Chapter Board before an official vote is taken.

Section 8. 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.

ARTICLE VIII. CHAPTER COMMITTEES

Section 1. Standing Committees

The Board of Directors shall approve all applicable Committee Chairs. Each Committee can have only one Committee Chair and the Committee Chair needs to be an ISACA SV Chapter member.

There can be the following standing committees:

Academic Relations Committee
Advisory Committee
Finance Committee
Bylaws Committee
Certification Committee
Communications Committee
Conference Committee
Program Committee
Education Committee
Executive Committee
Marketing Committee
Membership Committee
Resource Management Committee
Sponsorship Committee
Technology Committee
Community Service Committee

Section 2. Duties of Standing Committees

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.
The Chapter Board will form an Advisory Committee, and it shall be composed of the current President, Vice President of Internal Affairs, Vice President of External Affairs, Immediate Past President and up to 5 past Chapter Presidents to assist the Chapter Board on Chapter matters. Current President will be Chair of the Committee. In absence of the President, the Vice President of Internal Affairs will be Chair of the Committee.
The Finance Committee shall assist the Chapter’s President, Vice President of Internal Affairs, Vice President of External Affairs 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.
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.
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.
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.
The Conference Committee shall assist the Conference Director in supporting the development, marketing, and execution of the Chapter’s conferences.
The Program Committee shall assist the Education Director and the Program Director in recommending and overseeing the Education & Program events including educational member meetings and training programs, except exam review courses and conferences.
The Education Committee shall assist the Education Director and the Program Director in recommending and overseeing the Education & Program events including educational member meetings and training programs, except exam review courses and conferences.
The Executive Committee shall be composed of the President, Vice President of Internal Affairs, Vice President of External Affairs, 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.
The Marketing Committee shall assist the Marketing Director in general marketing and publicity of the Chapter and outreach to members and other organizations.
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
The Resource Management Committee shall assist the Resource Management Director in managing volunteers for Chapter events and meetings.
The Sponsorship Committee shall assist the Sponsorship Director in managing the Sponsorship program for the Chapter.
The Technology Committee shall assist the Technology Director in managing the Chapter's technological tools including website, mobile app, and other internet outreach media. 16. The Community Service Committee shall assist the Community Service Director in managing the OneInTech & SheLeadsTech initiatives, the Community Service initiatives, CommunITy Day, fundraiser(s), government relations and other initiatives from ISACA HQ.

Section 3. Special Committees

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

ARTICLE IX. DISSOLUTION

If dissolution of the Chapter becomes inevitable, these chapter bylaws must be rescinded by a two-thirds (2/3) vote of the Chapter membership present and voting at a Chapter Meeting after ten (10) days’ notice has been provided via postal mail or email to each member. In the event of dissolution, the Chapter shall notify the Chief Executive Officer of the Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter or Association documents to ISACA Global/the Association. All net assets shall be distributed to other selected ISACA chapters, or to a welfare, education, or civic project designated by the Chapter membership, pursuant to Section 501(c) of the US Internal Revenue Code [or the appropriate country/state/province governing code] with the approval of the ISACA Board Chair 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

In conjunction with the Chapter Bylaws Committee, the Chapter Board shall approve all suggested bylaw changes and forward them to the Association, with changes indicated. The Association must give written approval to all bylaw changes prior to them being submitted for a vote by chapter membership.

Chapter bylaw amendments 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 Chapter Board should advise the Chapter Relations team at the Association after the bylaw amendments have been approved by the membership and send a copy of the final, approved version of the bylaws.

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

Chapter shall indemnify, hold harmless, and defend ISACA and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors and permitted assigns (“ISACA Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, lawsuits, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees, and the costs of enforcing any right to indemnification under the Chapter Affiliation Agreement and the cost of pursuing any insurance providers, incurred by the ISACA Indemnified Parties, arising out of or relating to any claim of a third party (“Claim”).

The Chapter shall indemnify any and all of its Officers or former Officers or any person who may have served at its request, 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.