Chapter Bylaws

Bylaws of ISACA Springfield, Missouri Chapter - Effective: January 1, 2017

Article I. Name

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

Article II. Purpose

Chapter’s Purpose

The primary purpose of the Chapter is to promote the education of individuals for the improvement and development of their capabilities relating to the auditing of, management consulting in, or direct management of the fields of IT governance, IS audit, information security, control and assurance.


The objectives of the Chapter are:

  • To promote the education of the interrelated fields of IT governance, IS audit, information security, control and assurance and help expand the knowledge and skills of its members;
  • To encourage an open exchange of IT governance, IS audit, security, control, and assurance techniques, approaches, and problem solving by its members;
  • To promote adequate communication to keep members abreast of current events in IT governance, IS audit, security, control and assurance that can be of benefit to them and their employers;
  • To communicate to management, auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources; and
  • To promote the Association’s professional certifications and IT governance.

Article III. Membership and Dues

Section 1. Classifications and Qualifications

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

  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.
  2. Retired Member — any member, who presents proof of retirement status, subject to rules

established by the Association Board. Retired members shall be entitled to vote and hold office at the Chapter level.

  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 hold office at the Chapter level.

Section 2. Admission

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

Section 3. Dues

  1. Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board, plus Association dues.
  2. A member whose dues are in arrears for more than 60 days shall no longer be deemed a member.
  3. A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.
  4. Resignation — any member who resigns shall not be entitled to a refund of his/her annual membership dues.

Article IV. Chapter Meetings

Section 1. Regular Meetings

Regular meetings of the Chapter membership shall be held at least quarterly unless otherwise ordered by the Chapter Board and shall be for the purpose of conducting the regular business of the chapter.

Section 2. Educational sessions

Educational sessions of the Chapter membership shall be held quarterly unless otherwise ordered by the Chapter Board and shall be for the purpose of providing knowledge and skills to its members.

Section 3. Annual General Meeting

The annual general meeting shall be held in December and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.

Section 4. Special Meetings

Special meetings may be called by the President, the Chapter Board or upon written request by 3 of the members. The purpose of the meeting shall be stated in the call.

Section 5. Mail or Electronic Voting

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

Section 6. Quorum for Chapter Meetings

The quorum for any regular, annual general or special meeting shall be 10 members. In absence of quorum, the meeting will be adjourned, and reconvened at a later date, to be determined. The new date and time will be communicated to members.

Section 7. Act of the Membership

The affirmative vote of the majority of the members at any chapter meeting shall constitute an act of the membership.

Section 8. Notification

Members shall be notified 30 days in advance of the annual general meeting. Members shall be notified at least 7 days in advance of any regular meetings or special meetings, except in case of emergency. Notification may be by postal mail, by email or by telephone.

Article V. Chapter Officers

Section 1. Chapter Officers

The Officers of the Chapter shall be 14 in number, constituting:

President, Vice President, Secretary, Treasurer, Immediate Past President, and the 9 Committee Directors (Education, Certification, Arrangements, Membership, Publication/Website, Research, CSX Liaison, Marketing Director).


Section 2. Term of Chapter Officers

  1. The Chapter Officers, except the immediate Past President, shall be elected for a term of 2 year(s), or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall begin January 1st.
  2. No member shall hold more than 3 Chapter office(s) at a time, and no member shall be eligible to serve more than 2 consecutive terms in the same Chapter office.

Section 3. Duties of Chapter Officers

The Chapter Officers shall perform the duties prescribed by these bylaws, and the parliamentary

authority adopted by the Chapter.


  1. The Chapter President shall:
  • Preside at meetings of the Chapter and the Chapter Board,
  • Be an ex-officio member of all committees except the Nominating Committee,
  • Represent the Chapter at Leadership Conferences and other conferences and functions, where appropriate or appoint another Chapter Board member as a representative,
  • Present an annual report to members at the annual general meeting - such report to consist of reports from various Chapter officers and committees,
  • Maintain communications with the Association and respond to Association enquiries,
  • Be responsible for submission of the required annual chapter reports to the Association within 30 days after the annual general meeting,
  • Supervise budgetary matters and proper internal control of finances, and
  • Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.


  1. The Immediate Past President shall:
  • Provide advice and guidance to the new President and Chapter Board, and
  • Perform other duties as pertain to this office.


  1. The Chapter Vice President shall:
  • Preside at meetings of the Chapter and the Chapter Board, in the absence of the President,
  • Perform the duties of the President in the event of his/her absence or disability, and
  • Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter,
  • Perform other duties as pertain to this office.


  1. The Chapter Secretary shall:
  • Take minutes of the meetings of the Chapter Board, membership meetings, and annual general meeting, and maintain a copy of the records,
  • Manage chapter electronic documents,
  • Assist the President in the administration and coordination of Chapter membership meetings, and
  • Perform other duties as pertain to this office.


  1. The Chapter Treasurer shall:
  • Be custodian of Chapter funds,
  • Prepare annual budget projection based on previous year’s transactions,
  • Receive and disburse such funds of the Chapter as shall be required in the conduct of its affairs and the carrying on of its activities or as directed by the Chapter Board,
  • Account for all revenues and expenses from all events
  • Accept payments for events
  • Submit a written report at each Chapter Board meeting,
  • In concert with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held at the Association,
  • Acquire gifts for event speakers,
  • Provide an oral report to the membership at the annual general meeting,
  • Submit books and records for audit when required,
  • File any and all tax forms required, and
  • Perform other duties as pertain to this office.


  1. The Publication/Website Director shall:
  • Maintain chapter website and its content,
  • Coordinate on-line meeting registration with the Arrangements Committee,
  • Advertise position openings on the chapter website in accordance with the rules,
  • Take photos at each meeting and post them on the chapter website and
  • Perform other duties as pertain to this office.


  1. The Membership Director shall:
  • Maintain accurate lists of membership,
  • Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy issues,
  • Report on membership data from the Association,
  • Coordinate plans for maintaining and Increasing Chapter membership, and
  • Liaise with appropriate professors, and where appropriate take steps to establish an "Academic Advocate" program in local academic institutions, and
  • Perform other duties as pertain to this office.


  1. The Certification Director shall:
  • Maintain resource material related to CISA, CISM, CGEIT, CRISC certification,
  • Promote CISA, CISM, CGEIT, CRISC accreditation within the Chapter membership, including exam preparation sessions,
  • Attend quarterly calls/webcasts scheduled by ISACA for new announcements and ongoing efforts related to certifications.
  • Coordinate recognition of CISA, CISM, CGEIT, CRISC exam passers and those awarded certification on website and at a meeting,
  • Report to Chapter Board on exam results,
  • Conduct annual survey to determine the demand from members for each certification,
  • Coordinate study courses for candidates if annual membership survey indicates a high demand,
  • Act as a liaison between exam participants and the Association, and
  • Perform other duties as pertain to this office.


  1. The Education Director shall:
  • Provide liaison with Association re: relevant education topics
  • Provide liaison with academic institutions to establish opportunities to brief appropriate classes of academic institutions on ISACA, CISA, CISM, CGEIT, CRISC and IT governance, and Cybersecurity,
  • Coordinate scholarship initiatives approved by the Chapter Board,
  • Recommend and arrange interesting and informative topics that will contribute to the personal and professional growth of members,
  • Coordinate with outside bodies on awareness, presentations and conferences related to IT governance,
  • Stay current with the offerings of the Association as related to COBIT and other IT-governance resources
  • Arrange training sessions on the Association’s sponsored frameworks (COBIT, Risk IT, etc.)
  • Assist in expanding awareness and use of the Association’s sponsored frameworks (COBIT, Risk IT, etc.),
  • Develop an annual event schedule of local professional training, education and development events,
  • Obtain a speaker for each meeting or seminar/educational event,
  • Work with the Arrangements Committee to define facility needs for events,
  • Prepare meeting information and notify the Board of each meeting so further activity can commence,
  • Coordinate payment of speaker-related expenses with the Treasurer,
  • Perform other duties as pertain to this office.


  1. The Arrangements Director shall:
  • Make physical arrangements for all chapter meetings,
  • Coordinate on-line meeting registration with the Publication/Website Committee,
  • Coordinate paying any facilities charges with the Treasurer,
  • Accept reservations for meetings,
  • Accept payment for meetings,
  • Keep track of CPE’s associated with meetings/educational sessions,
  • Provide materials for attending members such as receipts, verification of attendance forms, educational events,
  • Maintain sign-in sheets for attendance proof for CPE audits for 5 years,
  • Retain any needed equipment (e.g. projector, screen) and ensure is present if needed,
  • Perform other duties as pertain to this office.


  1. The Research Director shall:
  • Act as the chapter’s primary contact with ISACA’s research department to become the chapter’s subject matter expert (SME) in ISACA’s knowledge deliverables,
  • Help to identify potential SMEs to participate in development or review of ISACA research products,
  • Attend quarterly calls scheduled by ISACA HQ to learn about newly released, ongoing & future research developments,
  • Liaise with chapter Publication/Website Director, and Education Director to ensure dissemination of information about ISACA research to chapter members,
  • Maintain ongoing communication with ISACA HQ research department to provide feedback on deliverables, and
  • Perform other duties as pertain to this office.


  1. The Marketing Director shall:
  • Coordinate chapter marketing and sponsorship activities,
  • Act as the primary contact for ISACA’s Marketing Assistance Program (MAP), which includes:
    • Completing an application annually by the deadline,
    • Coordinating use of the MAP funds in accordance with ISACA’s guidelines for reimbursement,
    • Keeping the Treasurer informed of MAP funding and reimbursement,
    • Ordering available items from ISACA’s storefront,
    • Completing and turning in required reimbursement forms for non-storefront items (e.g., advertisements).
  • Attend quarterly calls/webcasts scheduled by ISACA Chapter Marketing for new announcements and ongoing marketing efforts.
  • Maintain electronic lists of members and guests,
  • Forward information on events and other pertinent information to e-mail lists,
  • Conduct general marketing and publicity of the Chapter, CISA, CISM, CGEIT, CRISC, COBIT, , the Association, and any other new initiative,
  • Coordinate initiatives involving partnerships and alliances,
  • Acquire any required marketing materials from ISACA International as authorized by the Chapter Board,
  • Exercise general policy control and direction of any mail-out kits, publications, editorial or
  • advertising which the Chapter may issue, authorize or sponsor under the direction of the Chapter Board, and
  • Identify and use other means of disseminating information about events and the chapter, where appropriate,
  • Perform other duties as pertain to this office.


  1. The CSX (Cybersecurity Nexus) Liaison shall:
  • Act as the chapter’s primary contact with ISACA HQ for cybersecurity-related topics and deliverables,
  • Act as a resource for the chapter related to all CSX/cybersecurity efforts, and communicates to members and the community,
  • Perform other duties as pertain to this office.

Section 4. Chapter Officer Vacancies

  1. If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President as long as eligibility requirements are met. If current Vice President is ineligible, the board will appoint a President.
  2. If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board.
  3. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.
  4. If a Chapter officer’s membership in the Association shall for any reason terminate, that individual’s position as Chapter officer shall automatically become vacant.
  5. Chapter Officers are required to attend at least 75% of the events held annually (board meetings and chapter events). In the event an officer does not meet the event attendance requirement; the position becomes immediately vacant.  If an officer is unable to attend an event or perform their responsibilities for a period of time, they must secure a substitute for any responsibilities they have for the event or time period.  To be eligible for the Chapter President or Treasurer position a member must have previously served in another officer position for at least 6 months. 


Article VI. Nominations and Elections

Section 1. Chapter Nominations

A Nominating Committee of at least 2 members shall be selected in the following manner:


  1. A Nominating Committee shall be elected by the Chapter Board at their third quarter meeting.
  2. The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for offices to be filled at the annual general meeting.
  3. The Nominating Committee shall report to the membership no later than 2 weeks before the scheduled annual general meeting.
  4. Nominations from the floor shall not be permitted prior to the election. Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form.

Section 2. Chapter Elections

  1. Chapter Officers and Directors shall be elected by ballot, and the balloting methodology shall be approved by the Chapter Board and communicated to the Chapter membership at least thirty (30) days in advance of commencement of the period of election.
  2. In the event there is only one candidate for any office, voting on that office may be by voice.
  3. The Nominating Committee will announce election results at the AGM. In the event of a tie, a vote will be taken from members at the AGM by silent ballot.

Article VII. Chapter Board

Section 1. Composition of the Chapter Board

The Chapter Board shall consist of the officers listed in Article V, Section 1.

Section 2. Duties

The Chapter Board shall:

  • Supervise the affairs and conduct the business of the Chapter between business meetings
  • Make recommendations to the membership
  • Be subject to the orders of the membership
  • Meet quarterly at a time and place determined by the Chapter Board
  • Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter
  • Regular or special meetings of the chapter board may be held electronically. A conference meeting must be arranged at least 48 hours in advance of the call. Each member should seek recognition from the chair before beginning to speak, and each member should identify himself or herself prior to speaking. Motions will be voted on by voice vote. If the chair has a problem determining the vote, he or she may call for a roll call vote. The roll call vote is for determination of the outcome of the vote and shall not be recorded in the minutes. The minutes of the meeting shall be approved at the next in-person meeting.

Section 3. Financial Authority

The Chapter Board shall have the authority to:

  1. Approve the annual budget
  2. Expend funds allotted in the approved budget; individual expenditures not to exceed $3,000.00 without prior approval of the membership.

Section 4. Fiscal Year & Annual Financial Statements

  1. The fiscal year of the Chapter shall run from January 1 to December 31 unless otherwise established by the Chapter Board.
  2. The Chapter Board shall ensure that annual financial statements are prepared, approved by the Chapter Board, presented to members at the annual general meeting, and submitted as part of the Chapter Annual Report to the Association.

Section 5. Insurance

The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter and according to “Association” requirements.

Section 6. Quorum

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

Article VIII. Chapter Committees

Section 1. Standing Committees

There shall be the following standing committees:

Membership, Education, Certification, Arrangements, Publication/Website, Research, Marketing

Section 2. Duties of Standing Committees

  • The Membership Committee shall promote 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 Education Committee shall recommend and oversee seminars and programs of professional education, except exam review courses.
  • The Certification Committee shall assist the chapter CISA, CISM, CGEIT, CRISC coordinator(s) in promoting the CISA, CISM, CGEIT and CRISC examinations and professional designations locally, and shall provide assistance in planning and conducting chapter’s exam review courses.
  • The Arrangements Committee shall coordinate all aspects of preparation for Chapter meetings and educational events.
  • The Publication/Website Committee shall coordinate all aspects of the Chapter website.
  • The Research Committee shall coordinate research efforts between the Chapter and the Association.
  • The Marketing Committee shall coordinate marketing and sponsorship efforts, and media relations and promotions.


Section 3. Special Committees

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

Article IX. Indemnification

The Chapter shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request or by its election as a director or 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 directors or a director or officer of the corporation or of such other corporation, except in relation to matters as to which any such director or officer or former director or 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 directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Article X. Dissolution

If dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by a 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 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 with the approval of the Association’s International President and Chief Executive Officer.

Article XI. Parliamentary Authority

The rules contained in the current edition of Roberts Rules of Order Newly Revised, shall govern the chapter in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules the chapter may adopt.

Article XII. Amendment of Chapter Bylaws

The Chapter Board shall approve all suggested bylaw changes and forward them to the Membership Division of the Association, with changes indicated. The Association must give approval to all bylaw changes prior to them being submitted for a vote by chapter membership.

Chapter bylaw amendments will be approved at any chapter meeting, by a two-thirds (2/3) vote,

provided that the amendment has been submitted in writing at the previous meeting, or has been mailed or e-mailed to the entire Chapter membership at least ten (10) days prior to the meeting at which it will be considered. The 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.