Chapter Bylaws

Bylaws of ISACA Trinidad and Tobago Chapter

Effective: June 2015

Article I. Name

The name of this non-union, non-profit organization shall be ISACA Trinidad and Tobago 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. 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, security, 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 governance, IS audit, security, control and assurance;
• 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.
Section 2. Admission

A. Potential members shall:
B. 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

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

Article IV. Chapter Meetings

Section 1. Educational Sessions

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

Section 2. Annual General Meeting

The annual general meeting shall be held no later than the end of the second week in the month of July , and shall be for the purpose of electing officers, receiving reports of officers and committees, approving updates to the Chapter’s bylaws, approving the annual budget 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 20 of the members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least 10 days notice shall be given.

Section 4. 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 5. Quorum for Chapter Meetings

The quorum for any regular, annual general or special meeting shall be 20 members. In absence of quorum, the meeting will be adjourned, and reconvened two weeks later. 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 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 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 12 in number, constituting: President, Vice President, Secretary, Treasurer, Certification Coordinator, Research, Funding and Academic Liaison, Membership Director, Education Director, Programs Director, Marketing & Communications Director, Government and Regulatory Advocacy Co-Ordinator and Immediate Past President.

Section 2. Term of Chapter Officers

A. The Chapter Officers, except the immediate Past President, shall be elected for a term of two years or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall begin at the close of the annual meeting at which they are elected.
B. No member shall hold more than one Chapter office at a time, and no member shall be eligible to serve more than three consecutive terms in the same Chapter office.

Section 3. Resignation of Officers

Any officer may resign at any time by giving written notice to the Chair of the Board. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.

Section 4. Removal of Officers

A. Any officer absent for 3 or more consecutive board meetings, by physical or electronic means, without reasonable cause or explanation, shall be deemed to have abandoned the post. The post will be considered vacant, enacting Article V, Section 6 B.
B. Any officer deemed to be not performing in his post (listed in Article V, Section 5) shall be written to by the President stating the deficiencies in performance and given a time frame to rectify same. If the conditions are not met, a special meeting of the Board shall be called and the officer required to justify why he/she should not be removed from office. The Board can recommend that the officer be removed only if there is a 2/3 affirmative vote of the Board members, after which a special meeting of the members must be called to allow the members to vote on the matter. The same process applies for an officer found to be engaged in unethical behavior as defined by the ISACA Code of Ethics and the Chapter’s Conflict of Interest Policy.
C. Any officer may be removed from such office, with or without cause, by a 2/3 vote of the members eligible to vote and in attendance at a special meeting of the members called expressly for that purpose.

Section 5. 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,
• Appoint all committee chairpersons and members,
• Be an ex-officio member of all committees except the Nominating Committee,
• Represent the Chapter at conferences and functions, where appropriate, or appoint another Chapter Board member as a representative,
• Ensure that an annual report is presented 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.

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, 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,
• Assist with dissemination of Chapter correspondence,
• Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter,
• Assist the President with preparation for the Annual General Meeting, 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 regular meeting,
• In concert with the President or other authorized signatories, authorize expenditures from, or transfers of funds from/to, the Chapter’s U.S. dollar and TT dollar bank accounts.
• 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 Marketing & Communications Director shall:

• Develop the Chapter’s marketing and communication strategy/plan
• Manage the Chapter’s participation in ISACA’s Marketing Assistance Program
• Forward information on events and other pertinent information to e-mail lists
• Identify and use other means of disseminating information about events and the chapter
• Conduct general marketing and publicity of the Chapter, Certifications, COBIT, Val IT the Association, CSX, GRA 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
• Perform other duties as pertain to this office.

G. 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,
• Promote interest in the Chapter, and in the Association, and conduct an ongoing membership campaign
• Prepare membership recruitment and retention goals
• Maintain Chapter membership contact list
• Report on membership data from the Association,
• Coordinate plans for maintaining and increasing Chapter membership, and
• Perform other duties as pertain to this office.

H. The Certification Coordinator shall:

• Maintain resource material related to all ISACA certifications,
• Promote accreditation for all ISACA Certifications within the Chapter membership, including exam preparation sessions,
• Maintain exam participation rate to sustain the local area as an exam writing site,
• Report to Chapter Board on exam results,
• Act as a liaison between exam participants and the Association, and
• Perform other duties as pertain to this office.

I. The Research, Funding and Academic Liaison shall:

• Encourage Chapter membership to participate in review of Association standards and guidelines,
• Provide liaison with Association re: IT governance issues and approaches to dissemination,
• Assist in the inclusion of IT governance presentations in the chapter education sessions,
• 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
• Work with Education & Programs Director to arrange training sessions on COBIT
• Assist in expanding awareness and use of COBIT, and
• Provide liaison with academic institutions,
• Establish opportunities to brief appropriate classes of academic institutions on ISACA, Certifications 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,
• Co-ordinate initiatives relating to the requesting of sponsorship and receiving of requests for sponsorship,
• Perform other duties as pertain to this office.

J. The Education Director shall:

• Liaise with presenters for seminars and programs of professional education including but not limited to a minimum of quarterly members meetings and one training week per annum unless otherwise specified by the Board
• Maintain a list of speakers and facilitators for training week and membership meetings
• Report to Chapter Board on training week and member meetings, and
• Perform other duties as pertain to this office.

K . The Programs Director shall:

• Work with the Education Director and administer activities related to seminars and programs of professional education including but not limited a minimum of quarterly members meetings and one training week per annum unless otherwise specified by the Board
• Report to Chapter Board on the administration of training week and chapter/member meetings, and perform other duties as pertain to this office.

L. The Government and Regulatory Advocacy Co-Ordinator shall:

• Know and understand ISACA certifications and knowledge developments, especially COBIT, and how it supports the credibility, capability and professionalism of ISACA members
• Identify local or regional government and regulatory outreach opportunities for engagement
• Advance the awareness and existence of ISACA and members, its certifications and COBIT
• Work with the chapters newsletter editor and/or webmaster, to initiate articles on importance and/or chapter progress in GRA
• Asses and determine the areas of regulation and potential legislation which could have an adverse impact on ISACA’s credentials, knowledge (COBIT) or members
• Asses and engage with appropriate government or regulatory officials to potentially speak at a local, regional or global ISACA professional training programs or conferences.

Section 6. Chapter Officer Vacancies

A. If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.
B. If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board.
C. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.
D. 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.

Article VI. Nominations and Elections

Section 1. Chapter Nominations

A. A Nominating Committee of 3 members shall be selected by the President from members who volunteer at or before the December membership meeting prior to the end of the second year of the term. The Committee shall commence operations in the quarter following being selected.
B. 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.
C. The Nominating Committee shall report to the membership via email at least two weeks before the Annual General Meeting.
D. Nominations from the floor shall 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. If insufficient volunteers are received for the Nominating Committee via the process outlined in Section 1 above, nominations will be solicited by the Board, from among the membership, via email and phone as necessary.

Section 2. Chapter Elections

A. Officers shall be elected by ballot.
B. In the event there is only one candidate for any office, voting on that office may be by voice.

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 business meetings
B. Make recommendations to the membership
C. Be subject to the orders of the membership
D. Meet monthly at a time and place determined by the Chapter Board
E. 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:
A. Expend funds allotted in the budget approved by the membership
B. Authorize non-budgeted expenditures not to exceed 3500TTD without prior approval of the membership

Section 4. Fiscal Year & Annual Financial Statements

A. The fiscal year of the Chapter shall run from June 1 to May 31 unless otherwise established by the Chapter Board.
B. 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.

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, Programs, Certification, Research, Funding & Academic Relations, and Marketing & Communications

Section 2. Duties of Standing Committees

A. 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. In addition, this committee would be responsible for the Website and Chapter Publications.
B. The education & programs committees shall together develop and implement the schedule of member (educational) meetings for the Chapter and shall recommend and oversee professional education seminars (e.g. annual training week), except exam review courses.
C. 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.
D. The research, funding and academic relations committee shall liaise with tertiary level education institutions for the purpose of raising the level of awareness of students about ISACA, its certifications and the various career paths available to them, via meetings at the schools, booths at career fairs etc. This committee shall also be responsible for promoting the formation of ISACA Student Groups (ISGs) and establishment of Academic Advocate programs at these institutions and providing support to the Research, Funding and Academic Liaison re research and sponsorship activities.
E. The marketing & communications committee shall assist in the formation and execution of the Chapter’s annual marketing & communications plan, inclusive of the management of ISACA’s marketing assistance program.

Section 3. Special Committees

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

Section 4. Removal of Committee Members

A. Any committee member absent for 3 or more consecutive committee meetings/activities, by physical or electronic means, without reasonable cause or explanation, shall be deemed to have abandoned the post. The Board shall decide whether the committee member should be replaced.
B. Any committee member deemed to be not performing shall be written to by the director of the committee indicating the deficiencies in performance and given a time frame to rectify same. If the deficiencies are not rectified within the time frame, a special meeting of the Board shall be called and the committee member asked to provide reasons why he/she should not be removed from the committee. The committee member can be removed from the committee by a majority vote of the Board at a regular Board meeting or a special meeting called expressly for this purpose. The Board shall decide whether the committee member should be replaced.

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 the Companies Act 1995 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.

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.