Chapter Bylaws

Bylaws of ISACA TORONTO Chapter

Effective: 2019/08/08

Article I. Name

The name of this non-union, non-profit organization shall be ISACA Toronto Chapter, hereinafter referred to as “Chapter,” 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, 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 will all applicable laws and regulations.

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, cybersecurity, control and assurance.
The objectives of the Chapter are:
A. 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, control and assurance;
B. To encourage an open exchange of IT governance, IS audit, cybersecurity, control, and assurance techniques, approaches, and problem solving by its members;
C. To promote adequate communication to keep members abreast of current events in IT governance, IS audit, cybersecurity, control and assurance that can be of benefit to them and their employers;
D. 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
E. To support 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.
A. Member—Any member of the Association shall be eligible for membership in the Chapter, and the Association, subject to rules established by the Association Board. Members of the Chapter shall be entitled to vote and to hold office at the Chapter level.
B. Retired Member—Any member of the Association, 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.
C. 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.
D. Recent Graduate—Individuals 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
A. 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.
B. Membership in the Chapter shall be conferred upon an individual when the Association has accepted the membership application and received the required Association dues, fees, and assessments for that individual, and the Association or individual designates the Chapter.

Section 3. Dues
A. Chapter dues shall be payable by 1 January of each year, in an amount determined by the Chapter Board, plus Association dues. Dues and fees must be paid in full to the Association. A member shall forfeit membership in the Chapter and Association, if dues, fees or assessments have not been paid to the Association in compliance with terms as set by the Association Board of Directors and to the Chapter as required.
B. Any additional Chapter dues or assessments that is paid directly to the Chapter must be pre-approved by the Association Board.
C. Resignation—Any member who resigns shall not be entitled to a refund of his/her annual Association membership or Chapter dues.

Section 4. Termination and Suspension
A. Only the Association has the authority to terminate Association and Chapter membership of an individual.
B. Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the Chapter.
C. A person whose membership in the Association has been suspended shall not be deemed a member of the Chapter during the period of suspension.

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 shall be held in October 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 annual general meeting shall be determined by the Chapter Board.

Section 3. Special Meetings
Special meetings may be called by the President, the Chapter Board or upon written request by 25 of the members. The purpose of the meeting shall be stated in the call.

Section 4. Mail or Electronic Voting
Paper mail or electronic means may be used for the purposes of membership voting on resolutions approved by the Chapter Board, and such correspondence will be considered a special meeting for the purposes of these bylaws.

Section 5. Quorum for Chapter Meetings
The quorum for any annual general or special meeting shall be 20 members. In absence of quorum, the meeting will be adjourned, and reconvened the following week, unless otherwise determined by the Chapter Board. The new date and time will be communicated to members

Section 6. Act of the Membership
The affirmative vote of the majority of the members present and voting at any chapter meeting shall constitute an act of the membership.

Section 7. Notification
Members shall be notified 30 days in advance of the annual general meeting. Members shall be notified at least 10 days in advance of any special meetings. Notification may be by postal mail, email, or telephone.

Article V. Chapter Officers

Section 1. Chapter Officers
The Officers of the Chapter shall be up to 15 in number, constituting:
President, Vice President, Secretary, Treasurer, Immediate Past President, and up to 10 directors.

Section 3. Term of Chapter Officers
A. 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.
B. No member shall hold more than 1 (one) Chapter office(s) at a time; and no member shall be eligible to serve more than two consecutive terms in the same Chapter office. But in case of board vacancies arising due to resignation (or due to any other reason), if the Board so decides, a chapter officer may hold an additional charge of that vacancy on ‘interim’ basis, until suitable replacement for that vacancy is decided by the Board.

Section 4. Duties of Chapter Officers
The Chapter Officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter.
A. 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 appoint another Chapter Board member as a representative;
• 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 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;
• Ensure chapter trainers for ISACA certifications are accredited by ISACA; and
• Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.
B. 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;
• Assume the office of President in the event of a vacancy in the office of President; and
• Perform other duties as pertain to this office.
C. 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,
• 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, and
• Perform other duties as pertain to this office.
D. 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;
• Remit dues to the Association as required;
• Submit a written report at each Chapter and 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 statements for presentation 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.
E. 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.
F. 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.
G. 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.
H. 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;
• Act as liaison between Chapter member exam participants and the Association, as needed; and
• Perform other duties as pertain to this office.
I. 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;
• Coordinate initiatives involving partnerships 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.
J. The Director of Education shall • Chair the Programs 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, • Maintain committee minutes and summarizing session results for board review;
K. 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.
L. 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.
M. 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
A. 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.
B. If, a vacancy occurs in the office of President, the vacancy shall be filled by the Vice President, 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.
C. If, a vacancy occurs in any other office, except that of 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.
D. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant, until filled by routine succession.

Article VI. Nominations and Elections

Section 1. Chapter Nominations
A. In the year in which the Chapter Board completes its term, 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.
B. The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for the chapter officers/board positions (as per Article V Section 1) that are falling vacant due to end of term of incumbent officers or any other board vacancies that need to be filled and for which the Board has requested Nominating Committee’s assistance. The nominating committee will also be responsible for managing the process for the Elections for Board positions. The elections will be conducted in accordance with the process described in these bylaws and the Chapter procedure manual
C. The Nominating Committee shall report to the membership at the meeting in April/May or through e-mail.
D. Nominations from the floor shall not be permitted prior to the election.
E. 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
A. The elections will happen during April-June, 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.
B. In the event there is only one candidate for any office, the candidate is elected to the position by acclamation.

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:
A. Supervise the affairs and conduct the business of the Chapter between annual general meetings;
B. Make recommendations to the membership;
C. 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 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; 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 of Directors for approval shall be approved by a majority vote of those present and voting unless otherwise required by the Bylaws of this Chapter and Association.
D. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter
E. Regular or special meetings of the Chapter Board and the Executive Committee 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:
A. Approve the annual budget
B. Expend funds allotted in the approved budget

Section 4. Fiscal Year & Annual Financial Statements
A. The fiscal year of the Chapter shall run from July 1st to June 30th.
B. The Chapter Board shall ensure that annual financial statements are prepared, audited or verified by individual(s) other than the Chapter Board, and approved by the Chapter Board, presented to members at the annual general meeting, and submitted annually to the Association as part of compliance reporting.

Section 5. Insurance
The Chapter Board shall use commercially reasonable efforts to carry at all times adequate insurance coverage to insure the risk associated with the Chapter’s activities, and 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

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

Article VIII. Chapter Committees

Section 1. Standing Committees
There shall be the following standing committees: program, executive, membership, certification, audit, long-range planning, bylaws, academic relations, and technology.

Section 2. Duties of Standing Committees
A. The program committee shall develop and implement the Chapter training and development events for the year.
B. The executive committee shall be composed of the president, vice president, treasurer, secretary and immediate past president. The committee shall have the delegated power to act for the Chapter Board of Directors between meetings of the Board. Such delegated power is subject to ratification of the actions of the executive committee at the next Board meeting and also subject to any limitations the Chapter Board of Directors may from time to time impose on the committee. The committee may not at any time take or adopt any action contrary to a previously adopted resolution of the Board of Directors without its concurrence and approval. The committee shall carry out all actions directed and all policy adopted by the Chapter Board of Directors.
C. 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.
D. 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.
E. The audit committee shall have the duty of auditing the Chapter accounts at the close of the fiscal year and reporting to the Chapter Board and subsequently to the members at the annual general meeting. If the completion date of the audit will be after the annual general meeting, members are to be advised that they may request a copy of the audit letter, to be communicated to them upon completion. Members of the audit committee shall be appointed by the Chapter Board and should be selected in a manner so as not to have a conflict of interest (example: The Treasurer shall not be part of the audit committee.).
F. 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 appointed by the president, plus at least four additional members approved by the Chapter Board. 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.
G. 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.
H. The Academic relations committee shall be chaired by Director – Academic Relations, and shall plan and implement academic relations activities of the chapter.
I. 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
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. Notwithstanding the forgoing, this indemnification obligation shall not extend 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 Chair of ISACA’s Board of Directors 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 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 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 Relations team of the Association will be advised that the bylaw amendments have been approved and will be sent a copy of the approved version of the bylaws.
The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter must ensure the compliance of the bylaws with the Association’s bylaws and any applicable country or state requirements.