Chapter Bylaws

Bylaws of ISACA TORONTO Chapter

Effective: October 21, 2021

Article I. Name

ISACA Toronto Chapter, hereinafter referred to as “Chapter,” is a Chapter affiliated with the Information Systems Audit and Control Association, Inc. (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 (“Association Board”), 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

Chapter’s 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 general knowledge of, auditing of, management consulting in, or direct management of the fields of Information Technology (IT), IT governance, Information Systems (IS) audit, Risk, cybersecurity, privacy, emerging technologies, control and assurance.

The objectives of the Chapter are:

To promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of IT, IT governance, IS audit, Risk, cybersecurity, privacy, emerging technologies, control and assurance;
To encourage an open exchange of IT, IT governance, IS audit, Risk, cybersecurity, privacy, emerging technologies, control, and assurance techniques, approaches, and problem solving by its members;
To promote adequate communication to keep members abreast of current events in IT, IT governance, IS audit, Risk, cybersecurity, privacy, emerging technologies, control and assurance that can be of benefit to them and their employers;
To communicate to industry sectors, management, auditors, universities, and IS professionals the importance of establishing controls necessary to ensure proper IT management, 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 the 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 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 and hold office at the Chapter level.
Recent Graduate Member—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.
Follow the Code of Professional Ethics of the Association.

Membership in the Chapter shall be conferred upon an individual when the Association has accepted the membership application and received the required Association and chapter dues for that individual.

Section 3. Dues

Association and Chapter dues shall be paid annually, in full, to the Association. Amount of Chapter dues shall be determined by the Chapter Board.
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 as set by the Association Board of Directors and to the Chapter, as required.
Resignation—Any member who resigns shall not be entitled to a refund of his/her annual 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 Meetings

Section 1. Educational sessions

Educational sessions of the Chapter membership shall be held at least quarterly unless otherwise determined by the Chapter Board.

Section 2. Annual General Meeting

The Annual General Meeting (AGM) shall be held in September and shall be for the purpose of receiving reports of officers and committees, and for any other business that may arise.

The date and location of the AGM shall be determined by the Chapter Board.

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

Section 3. Special Meetings

Special meetings may be called by the President, the Chapter Board or upon written request by 20 of the members. The purpose of the meeting shall be stated in the call.

Section 4. Electronic Meetings

Chapter meetings and educational sessions may be held in-person or electronically, as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold a meeting electronically shall be approved by the Chapter Board.

Section 5. In-person, Mail or Electronic Voting (Not Elections)

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:

Be preapproved by the Chapter Board or the membership at a Chapter meeting;
Indicate the number of responses needed to meet the quorum requirements;
State the percentage of approvals necessary to approve each matter;
Specify a reasonable time by which a ballot must be received by the Chapter in order to be counted; and
Be considered a special meeting for the purposes of these bylaws.

Section 6. Quorum for Chapter Meetings

The quorum for any AGM or special meeting, in-person or electronically, shall be 20 members. In absence of quorum, the meeting will be adjourned, and reconvened one week later, unless otherwise determined by the Chapter Board. The new date and time will be communicated to members

Section 7. Act of the Membership

As long as a quorum is present, the affirmative vote of the majority of the members present and voting at any Chapter meeting shall constitute an act of the membership.

Section 8. Notification

Members shall be notified 30 days in advance of the AGM. Members shall be notified at least 10 days in advance of any special meetings. Notification may be by postal mail, email, telephone, or other electronic means.

Article V. Chapter Officers

Section 1. Chapter Officers

The Officers of the Chapter shall be between 12 and 15 in number, constituting: President, President-Elect, Secretary, Treasurer, Immediate Past President, Director of Education, Director of Communications, Director of Membership, Director of Certifications, Director of Technology, Director of Marketing, Director of Academic Relations and Research, and up to 3 (three) Directors-at-Large.

Section 2. Term of Chapter Officers

The Chapter Officers, except the Immediate Past President, shall be elected for a term of 2 (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 the first day of the Chapter’s fiscal year at which they were elected
No member shall hold more than 1 (one) Chapter office at a time. No member shall be eligible to serve more than 2 (two) 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.

The Chapter President shall:

Preside at meetings of the Chapter and the Chapter Board;
Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement;
Appoint all committee chairpersons and members with approval of the Chapter Board;
Be an ex-officio member of all committees, except the Nominating Committee;
Represent the Chapter at ISACA Leadership Conferences, and other conferences and functions, where appropriate, or ensure the Chapter is represented by a Chapter officer at the ISACA Chapter Leadership events. Attendance of individual(s) should be approved by the chapter board;
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;
Maintain communications with the Association and respond to Association inquiries;
Be responsible for submission of the required annual Chapter reports to the Association within 30 days after the AGM
Supervise budgetary matters and proper internal control of finances;
Execute agreements authorized by the Chapter Board of Directors
Ensure Chapter trainers for ISACA certifications are accredited by ISACA;
Speak to the general public on behalf of the Chapter or, if not available, designate another Board member or Chapter member as a representative of the Chapter; and
Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.

The Chapter President-Elect 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;
Assume the office of President in the event of a vacancy in the office of President;
Automatically succeed to the office of President at the conclusion of the President’s final term in office; and
Perform other duties as pertain to this office.

The Chapter Secretary shall:

Take minutes of the meetings of the Chapter Board, special meetings and the AGM and maintain a copy of the records,
Maintain accurate attendance records,
Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter,
Assist the President in the administration of Chapter membership meetings,
Ensure that the Chapter maintains its adherence to these bylaws, and
Perform other duties as pertain to this office.

The Chapter Treasurer shall:

Be custodian of Chapter funds;
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;
If received by Chapter, remit dues to the Association as required;
Submit a written report, at least quarterly, at the Chapter Board meeting;
Along with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held at the Association;
Submit annual financial report for presentation to the membership at the AGM;
Submit books and records for audit, when required;
File any and all tax and finance-related Non-Profit Organization (NPO)forms required by law, regulation, or compliance purpose; and
Perform other duties as pertain to this office.

The Immediate Past President of the Chapter shall:

Provide advice and guidance to the new President and Chapter Board, and
Perform other duties as pertain to this office.

The Director of Communications shall:

Maintain electronic lists of members and guests, in accordance with local applicable privacy laws;
Forward information on events and other pertinent information to email lists;
Identify and use other means of disseminating information about events and the chapter, where appropriate; and
Perform other duties as pertain to this office.

The Director of Membership shall:

Maintain accurate lists of membership, in accordance with local applicable privacy laws;
Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy;
Report on Chapter membership data from the Association;
Coordinate plans for maintaining and increasing Chapter membership; and
Perform other duties as pertain to this office.

The Director of Certifications shall:

Maintain resource material related to ISACA’s certifications;
Promote ISACA’s certifications within the Chapter membership, including exam preparation sessions;
Ensure all certification training is conducted or overseen by ISACA-accredited trainers;
Report to Chapter Board on Chapter member exam results;
Ensure chapter trainers for ISACA certifications are accredited by ISACA; • Act as liaison between Chapter member exam participants and the Association, as needed; and
Perform other duties as pertain to this office.

The Director of Marketing shall:

Conduct general marketing and publicity of the Chapter, ISACA’s certifications, COBIT, CMMI, Cybersecurity Nexus (CSX) the Association, and any other new initiatives authorized by the Chapter Board;
Coordinate initiatives involving partnerships, sponsorships, and alliances;
Acquire any required marketing materials from the Association as authorized by the Chapter Board;
Exercise general policy control and direction of any mail-out kits, publications, editorial or advertising the Chapter may issue, authorize, or sponsor under the direction of the Chapter Board; and
Perform other duties as pertain to this office.

The Director of Education shall:

Chair the Education Committee,
Receive suggestions from membership and through other means, and develop a listing of recommended education topics / activities for board submission / approval,
Identify and contact speakers / presenters for chapter meetings / events,
Develop education portfolio budget in conjunction with the Treasurer,
Coordinate the logistical arrangements for chapter meetings / events, such as session location, materials, registration, and session evaluation forms,
Coordinate speaker / presenter logistics such as travel, accommodation, and fees / gift / honorarium; and
Maintain committee minutes and summarizing session results for board review.

The Director of Academic Relations and Research shall:

Provide liaison with academic institutions,
Establish opportunities to brief appropriate classes of academic institutions on ISACA, all ISACA certifications, all other ISACA/ITGI frameworks/models, and IT governance,
Coordinate scholarship initiatives approved by the Chapter Board,
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.

The Director of Technology shall:

Lead the team that will advise and support the chapter in adopting appropriate technology tools to facilitate and enhance effectiveness and efficiency of chapter’s operations and activities
Perform other duties as pertain to this office.

The Director at Large shall:

Contribute to the work of the Chapter Board on a wide variety of topics and projects, as directed by the President and Chapter Board.

Section 4. Chapter Officer Vacancies

If a Chapter officer’s membership shall for any reason terminate, that individual’s position as Chapter officer shall automatically become vacant.
If, a vacancy occurs in the office of President, the vacancy shall be filled by the President-Elect who shall succeed to the office of the President and serve the remainder of the term of the President and, subsequently, the presidential term for which the President-Elect was elected.
If, a vacancy occurs in any other office, except that of President-Elect and Immediate Past President, the vacancy shall be filled by the Chapter Board, for completing remainder of the term of that vacancy. If this period is one year or less, then this term will not be considered for calculation of number of consecutive terms for determining eligibility for re-election for that particular position. If a vacancy occurs in the office of the President-Elect, the Board shall elect one of its voting members to assume the duties of President-Elect for the remainder of the term. In the event of such vacancy, at the next election, there shall be an election for the offices of President-Elect and President.
If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant, until filled by routine succession. A previous past president would not fill this role, unless approved by the Chapter Board.

Article VI. Nominations and Elections

Section 1. Chapter Nominations

A Nominating Committee of 3 (three) members shall be elected by the Chapter Board at their January/February meeting. The committee will include one (1) member of the Board (not the president) and two (2) members of the Chapter and shall report to the Board of Directors.
The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for the chapter offices to be filled at the AGM. In order to be a candidate for the position of President-Elect, the member must have served for two consecutive years on the Chapter Board of Directors, within the last five years. The nominating committee will also be responsible for managing the process for the Elections for Officer positions. The elections will be conducted in accordance with the process described in these bylaws and the Chapter procedure manual
The Nominating Committee shall report to the membership at the meeting in June or through e-mail.
Nominations from the floor shall not be permitted prior to the election.
Each candidate shall have consented to serve and shall have completed/signed a Willingness to Serve agreement and Conflict of Interest form.

Section 2. Chapter Elections

The elections will happen during April/May, as per the schedule decided by the Nominating Committee. Officers shall be elected by ballot. Ballots may be distributed and returned by postal mail or any other electronic means approved by the Board, such as third-party voting service providers. The Chapter will ensure that the valid votes are counted and counted only once.
In the event there is only one candidate for any office, the candidate is elected to the position by acclamation.
The results of the election will be certified by the Nominating Committee to the Chapter Board and announced at the AGM.

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;
Make recommendations to the membership;
Have regular Chapter Board meetings, at a minimum of four times per year; at a time and place determined by the Chapter Board. Special meetings of the Chapter Board may be called by the President and shall be called upon the written request of 3 (three) members of the Chapter Board. Notice must be given to Chapter Board members, at least 2 (two) working days before a Special Meeting of the Chapter Board and must include the purpose of the meeting; a majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting. At such meetings a quorum must be present to conduct business coming before the Board. All business coming before the Chapter Board for approval shall be approved by a majority vote of those present and voting unless otherwise required by the Bylaws of this Chapter.
Perform the duties prescribed in these Bylaws and the parliamentary authority adopted by the Chapter
Regular or special meetings of the Chapter Board and the Executive Committee may be held electronically. A conference meeting must be arranged at least 2 (two) working days in advance of the call. Each member should seek recognition from the Chair before beginning to speak, and each member should identify themselves prior to speaking. Motions will be voted on by voice and/or electronic 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 or electronic meeting.

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.

Section 4. Fiscal Year & Annual Financial Statements

The fiscal year of the Chapter shall run from July 1st to June 30th, unless otherwise established by the Chapter Board.
The Chapter Board shall ensure that annual financial statements are prepared and audited or verified 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. Insurance

The Chapter Board shall, at all times, carry adequate insurance coverage 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 6. Quorum

The quorum for any regular or special meeting of the Chapter Board shall be a majority of members of the Board.

Section 7. Removal

Any Officer who fails to attend 3 (three) Chapter Board meetings within a fiscal year or 1/3rd of the Chapter Board Meetings or committee meetings (which that officer is expected to attend) within a fiscal year will be brought before the Chapter Board and may be removed from office by a vote of 75% of the Chapter Board of Directors.
Any Officer may be removed, with or without cause, at any meeting of the Chapter Board, by the vote of 75% of the Chapter Board of Directors, present and voting.
Any Officer being considered for removal from the Chapter Board shall have the right to be heard by the Chapter Board before an official Chapter Board vote is taken.

Article VIII. Chapter Committees

Section 1. Standing Committees

The standing committees shall be: program, executive, membership, certification, audit, long-range planning, bylaws, academic relations, and technology. The Chapter Board can create additional standing committees that are necessary for the effective operation of the Chapter.

Section 2. Duties of Standing Committees

The program committee shall develop and implement the Chapter training and development events for the year.
The Executive Committee shall be composed of the President, President-Elect, Treasurer, Secretary, and Immediate Past President. The Executive Committee shall exercise the authority of the Board of Directors between meetings of the Board but only to the extent:
necessary to take action on unanticipated business that requires action between Board meetings; and
action taken is not contrary to the instructions of the Board of Directors.

The committee shall carry out all actions directed, and all policy adopted by the Chapter Board of Directors. Regarding financial expenditure, the executive committee can approve amounts of up to $3,500.00 CAD or equivalent (excluding any taxes and/or applicable fees), any expense above this must be approved by the Board of Directors.

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 Certification Committee shall assist the chapter certification exam coordinator(s) in promoting ISACA’s certification examinations and professional designations locally and shall provide assistance in planning and conducting chapter’s exam review courses.
The Audit Committee shall have the duty of ensuring that the annual financial statements are prepared, as outlined in Article VII, Section 4.
The long-range planning committee shall review the affairs of the Chapter and make recommendations to the Chapter Board and the Chapter members concerning ways and means by which the Chapter’s purpose given in Article II can be met. The committee shall consist of a chairperson, plus at least four additional members. The term of office shall be one year. It shall be the duty of this committee to develop a strategic plan, to regularly review the adopted plan, and to prepare and submit plan amendments to the Chapter Board for adoption.
The Bylaws Committee shall report to the Chapter Board and shall maintain the 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 Academic Relations Committee shall be chaired by Director – Academic Relations, and shall plan and implement academic relations activities of the chapter.
The Technology Committee shall be chaired by Director – Technology and report to the Chapter Board and advise on appropriate technology tools the Chapter should adopt and maintain to facilitate and enhance effectiveness and efficiency of Chapter’s operations and activities.

Section 3. Special Committees

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

Article IX. 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”).

Article X. Dissolution

If dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by a 2/3 (two-thirds) vote of the chapter membership present and voting, after 10 (ten) days’ notice has been mailed or electronic written communicated 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 the Canada Not-for-profit Corporations Act (NFP Act) and the Canada Revenue Agency (CRA) Income Tax Guide to the Non-Profit Organization (NPO) with the approval of the Association’s Chair of ISACA’s Board of Directors and the Chief Executive Officer.

Article XI. 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 XII. 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 can be approved, at any Chapter meeting, by a2/3 (two-thirds) vote of the Chapter Members present and voting, provided the amendment has been submitted in writing at the previous meeting, or has been mailed, emailed and/or electronically communicated in writing to the entire Chapter membership at least 10(ten ) business days prior to the meeting at which it will be considered. The Chapter Board shall 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.

In conjunction with the Chapter Bylaws committee, 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, provincial and/or state requirements.