Bylaws of ISACA Utah Chapter
Article I. Name
ISACA Utah 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, 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
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 auditing of, management consulting in, or direct management of the fields of IT governance, IS audit, cybersecurity, privacy, 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, privacy, control, and assurance;
B. To encourage an open exchange of IT governance, IS audit, security, 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, privacy, 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 certificates.
Article III. Membership and Dues
Section 1. Membership Types and Qualifications
A. Membership in the Association is a requirement for membership in a 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 of Directors has the right to add or remove membership types in the Association.
B. Membership types in the 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—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
A. Potential members shall:
1. Meet the requirements of membership as outlined in Article III, Section 1.
2. Complete an Association membership application form.
3. Pay required Chapter and Association dues to the Association.
4. 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 and Chapter dues, for that individual.
Section 3. Dues
A. Association and Chapter dues must be paid annually, in full, to the Association. The amount of Chapter dues shall be determined by the Chapter Board of Directors.
B. 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 set by the Association's Board of Directors, as required.
C. 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 the 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 4 times per year unless otherwise determined by the Chapter Board.
Section 2. Annual General Meeting (AGM)
The annual general meeting shall be held in January and shall be for the purpose of electing officers, 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.
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 7 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 or Electronic Voting (NOT elections)
A. 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.
B. The method of delivering the ballot may be by hand delivery, postal mail, email, or via secured and validated electronic/internet-based tools.
C. A ballot must:
1. Set forth each proposed action; and
2. Provide an opportunity to vote for or against each proposed action.
D. 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.
[Note: Electronic voting must follow the same principles as voting done in person, as defined in the next sections on Quorum and Act of the Membership.]
E. All solicitations for votes by written ballot must:
1. Be preapproved by the Chapter Board or the membership at a Chapter meeting;
2. Indicate the number of responses needed to meet the quorum requirements;
3. State the percentage of approvals necessary to approve each matter;
4. Specify a reasonable time by which a ballot must be received by the Chapter in order to be counted; and
5. Be considered a special meeting for the purposes of these bylaws.
Section 6. Quorum for Chapter Meetings
The quorum for any annual general or special meeting shall be 20 members. In the absence of a quorum, the meeting will be adjourned, and reconvened one week later, unless otherwise determined by the 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 annual general meeting. Members shall be notified at least 7 days in advance of any special meetings. 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 5 in number, constituting:
President, Vice President, Secretary, Treasurer, 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 2 year(s) or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall begin at the close of the annual meeting at which they are elected.
B. No member shall hold more than 2 Chapter office(s) at a time, and no member shall be eligible to serve more than 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.
[NOTE: Positions (lettered subsections) have been spaced out intentionally]
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, except for the Nominating Committee, with the approval of the Chapter Board;
- Be an ex-officio member of all committees, except the Nominating Committee;
- Ensure the chapter is represented by a chapter leader at all 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;
- Complete/submit the required annual Compliance documentation to the Association within 30 days after the Chapter’s 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; 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:
- In the absence of the Chapter President, preside at meetings of the Chapter and the Chapter Board;
- In the event the president is absent or unable, perform the duties of the President;
- In the event of a vacancy in the office of President, assume 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 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 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;
- If received locally, remit dues to the Association as required;
- Submit a written report at each regular Chapter and Board meeting;
- Along with the President, authorize expenditures from, or transfers of funds from/to the Chapter’s US Dollar account held at the Association;
- Submit annual financial statements for presentation to the membership at the AGM;
- Submit books and records for audit, if/when required;
- File any and all required tax forms; 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.
Section 4. Chapter Officer Vacancies
A. If the membership of a Chapter officer terminates for any reason, that individual’s position as Chapter officer shall automatically become vacant.
B. If a vacancy occurs in the office of the President, the vacancy shall be filled by the Vice President.
C. If a vacancy occurs in any office, except that of the Immediate Past President or President, the vacancy shall be filled by a Chapter Board vote.
D. If a vacancy occurs in the office of the Immediate Past President, the position shall remain vacant until filled by routine succession. A previous past president would not fill this role.
Article VI. Nominations and Elections
Section 1. Chapter Nominations
A. Nominations shall be open and will be declared open by the president at the special meeting in the month of December. Nominations will then be accepted from the floor by any member of the Chapter.
B. 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. 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.
C. In the case of an emergency, such as a local, regional, national, or international disaster, pandemic, or state of emergency, the Chapter Board of Directors may determine that elections will be held electronically using a secure online voting tool and following the election rules as determined by local law and the Chapter Board of Directors.
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. Hold Chapter Board meetings quarterly 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 2 members of the Board. Notice must be given at least 48 hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting;
D. Regular or special meetings of the Chapter Board may be held electronically, as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold electronic Chapter Board Meetings shall be approved by the Chapter President or the Chapter Board. 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 before 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 the 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;
E. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter, and in compliance with local law.
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 January 1 to December 31 unless otherwise established by the Chapter Board;
B. The Chapter Board shall ensure that annual financial statements are prepared and verified or audited—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 carry adequate insurance coverage at all times 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 the voting members of the Chapter Board.
Section 7. Removal
A. Any member of the Board of Directors who fails to attend 3 Chapter Board meetings within a year and/or 3 committee meetings (as applicable) within a 12-month period may be brought before the Chapter Board of Directors and may be removed from office by a majority vote of the Chapter Board.
B. Any Officer may be removed, with or without cause, at any meeting of the Chapter Board of Directors, by a majority vote of the members of the Chapter Board. Any Officer being considered for removal from the Chapter Board of Directors shall have the right to be heard by the Chapter Board before an official vote is taken.
Article VIII. Chapter Committees
Section 1. Program Committee
There shall be a Program Committee with the objective of developing and implementing the Chapter training and development events for the year.
Section 2. Special Committees
Other committees may be created as necessary by the Chapter Board.
Article IX. Indemnification
The 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 chapter bylaws must be rescinded by a two-thirds (2/3) vote of the Chapter membership present and voting at a Chapter Meeting after ten (10) days' notice has been provided via postal mail or email 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 Section 501(c) of the US Internal Revenue Code with the approval of the ISACA Board Chair 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
In conjunction with the Chapter Bylaws Committee, the Chapter Board shall approve all suggested bylaw changes and forward them to the Association, in English, with the changes indicated. The Association must give written approval to all bylaw changes prior to them being submitted for a vote by the Chapter membership.
Chapter bylaw amendments can be approved at any Chapter meeting by a two-thirds (2/3) vote of the Chapter Members present and voting, 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 Board should 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. If the bylaws were approved in a language other than English, an English translation of the same should be provided. If translation expenses are prohibitive, the Chapter can request the Association have the Chapter bylaws translated. Such request is subject to review and final approval by the Association.
The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter must ensure the chapter bylaws comply with the Association’s bylaws and applicable local laws and requirements.
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