Article I. Name
The name of this non-union, non-profit organization shall be the ISACA UAE Chapter (hereinafter referred to as "Chapter"), a Chapter affiliated with the ISACA, and USA (herein after 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
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 and/or management consulting in the field of IS audit and control and IT governance. 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 auditing, quality assurance, security, IS audit and control and IT governance;
To encourage a free exchange of IS audit and control, IT governance, quality assurance, and security techniques, approaches, and problem solving by its members;
To promote adequate communication to keep members abreast of current events in IS audit and control, IT governance, quality assurance, and security fields that can be of benefit to them and their employers, and;
To communicate to management, auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure the effective organization and utilization of IT resources
To promote to Association’s professional certifications and IT governance
Article III. Membership and Dues
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 1. Classification and Qualifications
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 hold office.
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. Student Member – any member 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. Proof of enrolment shall be submitted annually. Student members in good standing shall be entitled to vote and hold office at Chapter level.
Section 2. Admissions
Potential members shall:
Meet the requirements of membership as outlined in Article III, Section 1.
Complete an Association Membership application form
Pay required dues to the Association along with the Chapter dues.
Follow the Code of Professional Ethics of the Association.
Membership in the Association 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. Membership in the Chapter shall be conferred upon an individual when the Association has received the required Chapter dues for that individual.
Section 3. Dues
Chapter dues shall be payable on or before 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 ISACA International. A member shall forfeit membership if dues, fees or assessments have not been paid to the Association in compliance with terms as set by the ISACA 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 membership dues.
Section 4. Termination and Suspension
Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the Chapter.
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
Note: The term Board or Chapter Board and Chapter Officers appear in this Bylaw document. Board or Chapter Board consists of Chapter Officers. A Chapter Officer is an elected member and is part of the board.
Section 1. Regular Meetings/Educational Sessions
The regular meetings/educational sessions of the Chapter membership shall be held at least 6 times a year unless otherwise determined by the Chapter Board and be for the purpose of conducting the regular business of the Chapter
Section 2. Annual General Meeting
Annual General Meeting shall be held in January and shall be for the purpose of electing & installing the Chapter Officers for the new term, receiving annual reports of the Officers and Committees for the concluded term and for any other purpose that may arise.
Section 3. Special Meetings
Special meetings may be called by the Chapter Board or shall be called upon by written request from not less than twenty five (25) members. The purpose of the meeting shall be stated in the call.
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
50 members present shall constitute a quorum at any regular, annual general or special meeting. In absence of quorum, the meeting will be adjourned and reconvened within one month. The new date and time will be communication 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. Notice
Members shall be notified 14 days in advance of the Annual General Meeting. Members shall be notified at least 7 days in advance of any regular meetings, except in case of emergency. In the case of any special meetings necessitated by extraordinary situations the Board may decide on a reasonable shorter notice period. Notification may be by postal mail, by email or by telephone.
Article V. Chapter Officers
Section 1. Chapter Officers
The Mandatory Officers of the Chapter shall be a President, a Vice President, a Secretary, a Treasurer, a Director – Membership, a Director – Certification, a Director – Communication, a Director – Programmes, a Director – Academic Relations, and a Director – Government Relations and Immediate Past President. Additional Officers, not exceeding 5 (five) and with specific responsibilities may be added as required by the Chapter Board to meet its administrative requirements.
Section 2. Term of Chapter Office
The officers, except the immediate Past Prescient 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. No officer shall hold more than Two Chapter Offices at a time and no officer shall be eligible to serve more than one term in same Chapter office.
The election of officers will occur in even numbered years.
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 all the meetings of the Chapter and the Board.
- Appoint all committee chairpersons as authorized by the Chapter Board. Be an ex-officio member of all committees.
- Represent the Chapter at the Association’s Leadership Conference 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 annual chapter reports to the Association within 30 days after the Annual General Meeting.
- Perform other duties that pertain to the office of President, or which may be delegated by the Chapter Board.
The Chapter Vice President shall:
- Perform the duties of the President in the event of his/her absence or disability
- Perform other duties pertain to this office.
The Chapter's Secretary shall:
- Take minutes of the meetings of the Chapter Board and all meetings of the membership.
- Maintain accurate lists of the membership, and attendance records.
- Be responsible for the legal affairs, Chapter reports, and communications and correspondence to the Association pertaining to the Chapter.
- Perform other duties that pertain to this office
The Chapter Treasurer shall:
- Be custodian of Chapter funds.
- Receive all monies due to the Chapter.
- Disburse funds only upon the sanction of the Chapter Board, or the Chapter President.
- Remit dues to the Association as required.
- Submit a funds status report at each regular meeting.
- Submit books and records for audit when required.
- File any and all tax forms required.
- Liaise with the Finance Department of the Association as necessary.
- Prepare budgets in consultation with the Board
- In concert with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held at the Association.
- Perform other duties that pertain to this office.
The Immediate Past President of the Chapter shall:
- Serve in an advisory capacity
- Perform other duties as pertain to this office.
Director – Membership shall:
- Be the contact for the members regarding membership aspects.
- Be responsible for initiatives aimed at member retention and membership growth.
- Liaise with the Membership Department of the Association as necessary.
Director – Certification shall:
- Be the contact for the members regarding the Association’s certifications such as Certified Information Systems Auditor (CISA), Certified Information Security Manager (CISM), Certified in the Governance of Enterprise IT (CGEIT) and Certified in Risk and Information Systems Control (CRISC).
- Be responsible for initiatives aimed at promoting the Association’s certifications and liaise with the Certification Departments of the Association as necessary in this regard.
- Be responsible for providing learning assistance (review classes, model examination etc.) to the prospective candidates in preparing for the Association’s certification examinations.
Director – Communication shall:
- Be responsible for the management of the channels of the communication to the members using media such as newsletters, web-pages and e-mails.
- Be responsible for communications to the public regarding the Association and the Chapter using various media such as newspapers, magazines, web-sites and television.
Director – Programmes shall:
- Be responsible for organizing periodic educational programs at least four times per year which would help the members earn Continuing Professional Education (CPE) credits.
- Be responsible for planning and organizing conferences and workshops which in addition to meeting the educational needs of the membership helps in building visibility regarding the Association and generate revenues for the Chapter.
- Liaise with the Conference Department of Association as necessary.
Director – Government Relations shall:
- Be responsible for promoting the Association and its certifications and products amongst the local government and regulatory bodies so as to achieve official recognition for the Association’s certifications.
- Liaise with the Association officials as necessary
Director – Academic Relations shall:
- Be responsible for promoting the Association and its certifications and products amongst the academic and student community so as to achieve official recognition for the Association’s certifications and promote membership.
- Appoint and liaise with ISACA Academic Advocate
- Liaise with the Association officials as necessary Additional Officers shall:
- Discharge the responsibilities that are assigned to the positions by the Chapter Board
Section 4. Chapter Vacancies
- If a vacancy occurs in the office of the President, the vacancy shall be filled by the Vice President.
- If a vacancy should occur in any office, except that of the immediate Past President, the vacancy shall be filled by the Chapter Board.
- If a vacancy occurs in the office of immediate Past President, the vacancy shall remain until filled by routine succession
- 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 Nominating Committee of three (3) members shall be elected by the Chapter Board at their Board meeting. This Committee shall consist of at least three immediate Past Presidents. However, in the event of non-availability of adequate number of Past Presidents, Chapter Board may select other Members to form the Nominating Committee.
The role of the Nominating Committee is to assist the Chapter Board with the election of Officers for the Chapter.
No member of the Nominating Committee shall be a nominee for any of the Chapter board to be filled up through the proposed election.
The Nominating Committee shall report to the membership at the regular meeting in January month
Section 2. Chapter Elections
This section governs the election of Officers in even numbered years.
The Nominating Committee shall notify election procedures and set the schedule for various election processes. This would include specific forms for application, criteria to assess past performance in Chapter Board etc.
The Nominating Committee shall invite nominations for election of Officers for positions where positions are vacant either due to two-year term of member is over or resignation immediately before annual general meeting from all members. Notice requesting nominations shall be sent to each member at least twenty one days before the Annual General Meeting. d. An individual shall not propose and or second oneself for any office
All nominations of candidates for election shall be made in the forms prescribed by the Chapter Board. Such forms shall provide space for the name of the office, the name of the candidate, the names, membership numbers, and signatures of the proposers and seconders. Such nominations shall have the consent of the nominee. All nominations must be submitted at least fourteen days before Annual General Meeting to the Nominating Committee.
No member shall accord consent to be a candidate for more than one position in an election.
Only paid members shall be eligible to serve as an Officer.
To be eligible for nomination to the office of President, the nominee shall have served at least 4 (four) years on the UAE Chapter Board in Mandatory Officer positions and shall be a current board member in the capacity of a Mandatory Officer. To be eligible for nomination as Vice President, Secretary and Treasurer the nominee shall have served at least 3 (three) years on the UAE Chapter Board in Mandatory Officer positions and shall be a current board member in the capacity of a Mandatory Officer. To be eligible for nomination as other Mandatory or Additional Officers, the nominee shall have been in the UAE Chapter Association’s membership rolls for at least one year.
The Nominating Committee shall scrutinize all the nominations and prepare the final list of eligible candidates. In this process, where necessary, Nominating Committee may interview the potential candidates for any of the positions and may reject any applications not meeting the criteria. Where there are more than one eligible candidates for a position, the Nominating Committee would recommend election for that position. The final list of candidates shall be circulated to all members at least five days prior to the elections.
Nominations from the floor shall not be permitted prior to the election.
The absence of a candidate at the Annual General Meeting shall not prevent a candidate from being elected to the Board of Directors.
Where election is necessary, the election shall be conducted for the respective positions by show of hands or by ballot at the Annual General Meeting. Nominating Committee Chairman will determine the mode of election.
The members nominated shall be elected by ballot by a majority of votes of the members present and voting at the meeting. If there is a tie vote for any office, the ballots shall be recast until there is a winner.
Election results shall be announced by the Chairman of the Nominating Committee at the Annual General Meeting. o. Only paid members appears in ISACA roaster shall be eligible to vote in elections.
In case no nominations were received for any position, the same shall be deemed vacant and shall be filled by the Chapter Board as per Article V Section 4.
Article VII. Chapter Board
Chapter Board shall consist of the Chapter Officers (Mandatory plus Additional).
Section 2. Duties
The Chapter Board shall:
Supervise the affairs and conduct the business of the Chapter.
Make recommendations to the Members of the Chapter.
Be subject to the order of the Members of the Chapter.
Meet at a minimum of four times in a calendar year at a time and place determined by the Chapter Board. Any officer who fails to attend 3 consecutive Board meetings shall deem to have vacated the position held by the officer unless specifically approved by the Board.
Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.
Section 3. Authority
The Chapter Board shall have the authority to:
Expend the Chapter Funds to support the objectives of the Chapter subject to year-end auditing of the financial statements and reporting of the financial statements at the Annual General Meeting. However, in the event of any initiatives involving spend of amounts exceeding AED 10,000 (single payment / cumulative payments) each such initiative/expenditure should be declared separately in the annual financial statements together with rationale for the same.
The Chapter Board has no authority to spend beyond Chapter’s means thereby resulting in negative financial position.
Section 4. Quorum
The quorum for Chapter Board Meetings shall be 50 percent Officers present in person (not through proxy, attendance through electronic means would be considered as attendance.)
Section 5. Fiscal Year and Annual Financial Statements
The fiscal year of the chapter shall run from 1 Jan to 31 Dec unless otherwise established by the Chapter Board.
The Chapter Board shall ensure that annual financial statements are prepared, audited by a public accountant, 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 6. Insurance
The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter
Article VIII. Chapter Committees
The Chapter Board may create various committees to assist the Board and its Officers in the performance of their responsibilities. The composition, tenure and responsibilities of the Committees shall be decided by the Board.
Section 1. Chapter Finances and Audit Committee
A 3 to 5 members Audit committee shall be appointed by the member at general meeting or special meeting for term of two years, audit committee members can be reappointed on finishing their term.
To qualify for audit committee members should have accounting degree and should possess certified internal audit qualification.
The nomination committee shall receive application for audit committee and scrutinize the application based on qualification. In case more than 5 members apply for audit committee, priority will be given to the members, who holds more numbers of year of experience either in audit committee of any organization and/or heading the internal audit function.
Audit committee shall meet at least quarterly, they have right to seek accounting records any time during their tenure. Treasurer shall submit quarterly statement to audit committee. Audit committee will review and report to members as described in financial policy and procedures.
Section 2. Chapter Advisory Committee (CAC)
The appointment of CAC is optional not mandatory. The advisory committee members shall be elected for a term of two years by the chapter board, and assume office, until they resign (written intimation to the board president) or are removed. The president would invite the nominations in writing for the CAC from the chapter board officers before seven days of a board meeting. New nominations for executive members on the day of the chapter board meeting shall not be entertained. The election would be based on voting done by the chapter board members and advisory members shall be elected by majority of votes received of chapter board members present on that day. The advisory committee should only consist of max 5 executive members and should currently be a member of the UAE chapter and have served the UAE chapter as a president for at least one year. The advisory committee, once elected by the board, should be communicated to the members within seven working days. The advisory committee shall:
Provide advice to the board, when requested by president of the board. Such advice request should go in writing from president after intimating board. The advice received should be updated in next board meeting.
President after consent of the board can invite all CAC members in board meeting.
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
To effect dissolution of the chapter, 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 Executive Director of the Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter of Association documents to International Headquarters. All net assets shall go to a welfare, education or civic project designated by the Chapter membership, pursuant to the appropriate governing code in the United Arab Emirates with the approval of the Association's International President and Executive Director.
Article XI. Parliamentary Authority
The rules contained in the latest edition of Robert's Rules of Order Newly Revised, shall be the authority for all matters of procedure for the Chapter not specifically covered by its bylaws and any special rules the chapter may adopt.
Article XII. Amendment of 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.