Statutes of the civic association ISACA Slovakia
Article I.
Name of the Association
The Slovak name of the civic association is:
ISACA Slovakia
(Information Systems Audit and Control Association, representation in the Slovak Republic)
The English name of the civic association is:
ISACA Slovakia
(Information Systems Audit and Control Association Slovakia Chapter)
abbreviated as: ISACA SK
(hereinafter referred to as the association)
Article II.
Registered office of the association
The registered office of the association is: ISACA Slovakia, Nové záhrady III No. 20, 821 05 Bratislava.
The correspondence address of the association is ISACA Slovakia, Nové záhrady III No. 20, 821 05 Bratislava, Slovak Republic.
The electronic mail address of the association is isaca@isaca.sk
Article III.
Legal Status of the Association
1. The association is voluntary, independent, bringing together members on the basis of common interest.
2. The association is a legal entity.
Article IV.
Relationship of the Association to the International Association ISACA
1. The Association works closely with the international association ISACA to ensure the necessary level of support for its members and a consistent approach in the field of auditing and management of information systems on a global scale.
2. The Association respects the recommendations, conditions and practices of the international association ISACA.
Article V.
Objective of the Association's Activities
1. The aim of the association's activities is to achieve the position of a recognized authority in the field of audit and management of information systems, to increase the professional and expert level of all its members through education and dissemination of information in the field of audit and management of information systems, management and administration of corporate IT, risk management of information systems and in the field of cybersecurity and to create a unified platform in this area in the Slovak Republic, to expand the awareness of company management and the public about the principles and needs of audit and management of information systems.
Article VI.
Activities of the Association
The activities of the association shall consist mainly of:
a. close cooperation with other local ISACA associations around the world,
b. ensuring membership in the international ISACA association,
c. providing benefits to association members,
d. providing all services in accordance with the ISACA professional code of ethics,
e. ensuring support for the CISA, CISM, CGEIT, CRISC, CSX certification, or other certifications under the umbrella of the international ISACA association, and preparatory courses for these certifications,
f. organizing seminars on the association's activities for the public, e.g. company management, university students, etc.,
g. organizing conferences, seminars and other educational activities in the field of auditing and information systems management.
Article VII.
Establishment and termination of membership in the association
1. Members of the association may be individuals over 18 years of age who agree with the statutes and objectives of the association.
2. Any individual who applies for membership in the ISACA international association and indicates the requirement in the application to become a member of the association as a branch of the ISACA international association may become a member of the association.
3. Membership in the association shall be established on the date of acceptance as a member of the ISACA international association.
4. Proof of membership shall be a confirmation of membership in the ISACA international association with affiliation to ISACA Slovakia as a branch of the ISACA international association.
5. Membership in the association shall terminate:
a. on the date of delivery of a written notice of withdrawal from the association to the president of the association,
b. by failure to pay the membership fee within the specified period,
c. by expulsion of a member based on a decision of the General Assembly for a serious breach of his obligations arising from membership, in particular the ISACA code of ethics,
d. by death of a member,
e. by dissolution of the association.
6. The grounds for excluding a member from the association are:
a. serious breach of his/her obligations arising from membership,
b. actions of the member that damage the reputation of the association or are contrary to good morals and ethical behavior, in particular the ISACA Code of Ethics,
c. final conviction of the member for an intentional crime.
Article VIII.
Rights and obligations of members of the association
1. Each member of the association has the right, in particular:
a. to participate in the activities of the association,
b. to participate in the General Assemblies,
c. to authorize another member in writing to represent him/her at the General Assemblies,
d. to vote in the association's bodies,
e. to be elected to the association's bodies after reaching the age of 21,
f. to be informed in a timely, complete and understandable manner by the association's members about facts and proceedings related to the association's activities,
g. to request explanations from other members of the association on any matter relating to joint activities within the association,
h. to contact the association's bodies with suggestions or complaints and to request their statement,
i. to use all the benefits provided by the association to the association's members.
2. Each member is obliged, in particular:
a. to comply with the association's statutes and the professional code of ethics,
b. to actively participate in fulfilling the association's goal,
c. to conscientiously perform functions in the association's bodies,
d. upon request, provide a full member of the association with an explanation of any matter relating to joint activities within the association,
e. respect decisions approved by the association's bodies.
3. Each member is obliged to pay membership fees. If his membership ends during the prepaid period, the paid contribution is not reduced and is not refunded.
4. Members of the association are obliged to notify changes in contact details without undue delay so as to ensure their timely information about the planned activities of the association.
Article IX.
Bodies of the Association
The bodies of the association are:
a. General Assembly
b. Council,
c. Honorary President,
d. Auditor.
Article X.
General Assembly
1. The General Assembly is the highest body of the association.
2. The General Assembly consists of all members of the association.
3. The General Assembly is convened by the Association Council as needed, but at least once a year.
4. The Association Council shall convene the General Assembly whenever requested by at least one third of all members of the association.
5. If the General Assembly is convened by the Association Council, the General Assembly shall be chaired by the President of the Association or a person authorized by him.
6. The General Assembly may also be convened by a member of the Association who is authorized by at least one third of all members of the association. In such a case, the General Assembly shall be chaired by this member of the Association.
7. At the invitation of the person chairing the General Assembly, invited guests may also attend the General Assembly.
8. The General Assembly shall in particular:
a. decide on amendments to the Association's Articles of Association,
b. approve the Association's tasks for the relevant period, the Association's annual report, the Association's budget and the annual financial statements,
c. elect and dismiss members of the Association Council,
d. elects and dismisses the Auditor,
e. determines the amount of the annual membership fee of the association,
f. decides on the cancellation of membership,
g. decides on the cancellation and merger of the association,
h. decides on the establishment of other rules and internal regulations governing the activities of the association.
9. The General Assembly makes decisions by voting.
10. The General Assembly has a quorum if at least 40 members of the association have registered, including members represented at the General Assembly by another member of the association.
11. Amendments to the statutes of the association on the cancellation and merger of the association, the election of members of the board and the auditor are decided by a two-thirds majority of the votes of the members who were registered at the General Assembly.
12. Other matters are decided by an absolute majority of the votes of the members who were registered at the General Assembly.
13. For each vote, two scrutineers are appointed by the person convening the General Meeting. The scrutineers may not be members of the Council. In the event of the election of a new Council or auditor, they may not be candidates for the position on which the vote will be held. The scrutineers shall count the votes simultaneously and independently of each other. The scrutineers shall notify the person convening the General Meeting of the result of the vote.
14. The result of the vote shall be announced by the person convening the General Meeting. The moment of the announcement of the results by the person convening the General Meeting shall be the moment of the voting results becoming legally valid.
15. Any decision under this Article may also be adopted outside the General Meeting (“Decision per rollam”). In such a case, the Council, in accordance with points 3 and 10 of this Article, shall submit the draft resolution to all members of the Association in electronic form together with a specified deadline for submitting their expression of will on the draft resolution, which they shall deliver to the Association in the specified electronic form.
If a member of the Association fails to submit its expression of will within the specified deadline, it shall be deemed that it has not registered to vote. The President of the Association or a person authorized by him shall, in accordance with point 5 of this Article, notify the results of the vote to all members of the Association in electronic form within 15 days of the adoption of the Decision per rollam. The majority shall be calculated from the total number of votes of all members of the Association registered to vote, with points 11 and 12 of this Article applying mutatis mutandis. If voting for the Decision by roll call is not possible electronically, the Decision by roll call can also be made in writing by post, either in full or only in part.
Article XI.
Council
1. The Council is the executive body of the association, which is responsible for its activities to the General Assembly.
2. The Council has at least 3 and at most 7 members. The term of office of the Council members is 5 years.
3. The members of the Council are elected by the General Assembly by an absolute majority of the votes of the members who were registered at the General Assembly. Every member who has obtained an absolute majority of the votes of the members who were registered at the General Assembly becomes a member of the Council. If more than 7 persons obtain an absolute majority of the votes of the members who were registered at the General Assembly when voting on the members of the Council, the participants in the vote who have obtained the most votes become members of the Council, while observing the principle of the number of members of the Council.
4. The General Assembly may elect a new Council even before the end of the term of office of the existing Council. The moment of election of a new Council with the minimum required number of members according to this article is the moment of termination of the mandate of the existing Council and at the same time the moment of the beginning of the mandate of the new Council.
5. A person's membership in the Council shall terminate upon termination of membership in the association, election of a new Council or resignation of a given member from the Council.
6. The Council shall have a quorum if a two-thirds majority of all its members is present. The Council shall decide by a two-thirds majority of the members present.
7. In the event of termination of membership of a Council member in the Council other than by the election of a new Council by the General Assembly, the remaining members of the Council shall have the right to co-opt a new Council member from among the members of the association. Co-optation shall be possible only if the number of Council members elected by the General Assembly is more than half of the total number of Council members.
8. If the number of Council members falls below 3 persons, any of the Council members shall have the right to convene a General Assembly.
9. The Council shall manage the activities of the association in the period between meetings of the General Assembly.
10. The Council shall be convened by any member of the Council. The Council must meet at least twice a year.
11. The Council shall in particular:
a. elect a president from among its members and dismiss him/her,
b. elects and dismisses the Honorary President,
c. coordinates the activities of the association,
d. convenes the General Assembly,
e. prepares documents for the decisions of the General Assembly,
f. decides on the method of management and keeping its records.
12. The President is the statutory body of the association. He represents the association externally and acts on its behalf. In the absence of the President, another member of the Council, authorized by the President, acts on behalf of the association.
Article XII.
Honorary President
1. An individual who has contributed to the development of the association through long-term active work or in an exceptionally significant way may become the Honorary President of the association. His function is advisory and representative.
2. The Honorary President has the right:
a. To inform about the dates and places of meetings of the Council as well as other events of the association
b. To submit proposals and comments for the meetings of the association's bodies directly or through the President
c. To propose to the Association's Council the objectives of the association's activities directly or through the President
d. To participate in the meetings of the association's bodies and to contact the association's bodies when solving professional problems
Article XIII
. Revision
1. The auditor is the supervisory body of the association, which is responsible for its activities to the General Assembly. The auditor's term of office is three years. The auditor may not be a member of the board. Only a natural person may become an auditor.
2. The auditor has the right to inspect the association's finances, draw the attention of the board to identified deficiencies and submit proposals for their elimination. The auditor shall conduct an inspection at least once a year.
3. The auditor shall prepare a report on the results of inspections and inspection activities for the General Assembly.
4. If the auditor fails to fulfill any of his obligations under points 2 and 3 of this article, the Board of the Association shall be obliged to immediately call on him to make corrections. The Board shall set the auditor a deadline for making corrections, which shall not be shorter than two months and longer than four months. The Board shall inform the members of the association of this fact and the results of the corrections at the latest at the next General Assembly.
5. If the auditor fails to fulfill any of his/her obligations under points 2 and 3 of this article even after being called upon by the Council, the Council shall entrust any member of the association at its discretion who is not a member of the Council with the performance of this obligation.
Article XIV.
Principles of Management of the Association
1. The association's funds may be used exclusively for the implementation of the association's stated objective.
2. The association's income is mainly:
a. donations and contributions from natural and legal persons,
b. income from property,
c. income from activities carried out in fulfilling the association's objectives,
d. membership fees of the association.
3. The association's management is carried out in accordance with the annual budget approved by the General Assembly.
4. The Council is responsible for the management of the association, which annually submits a management report and annual financial statements to the General Assembly.
5. The Council is responsible for keeping accounting records, which may entrust this activity to another natural or legal person.
Article XV.
Method of Dissolution of the Association
1. The association may be dissolved by a resolution of the General Assembly.
2. The association shall cease to exist by being deleted from the registration of the Ministry of the Interior of the Slovak Republic.
3. If, upon dissolution of the association, its assets are not transferred to a legal successor, liquidation shall be carried out before its dissolution and the liquidation balance shall be distributed proportionally among its members. For the purpose of dissolution of the association, the General Assembly shall appoint a liquidator.
In Bratislava, July 28, 2017