Chapter Bylaws

ARTICLE I Name
  The name of this organization shall be the Information “Systems Audit and Control Association, Victoria Chapter” and hereinafter referred to as the “Chapter”. The Information Systems Audit and Control Association (ISACA), the parent organization is hereinafter referred to as the “Association”. The Chapter, apart from its innate affiliation with the Association, is an independent entity from any other association, enterprise, or entity.
ARTICLE II Purpose
Section 1 Purpose
  To promote the professional development of individuals in Information Technology (IT) governance practice, consistent with the objectives of the international Association.
Section 2 Objectives
  To further the education of and help expand the knowledge and skills of individuals in the field of IT governance, compliance and security by:
a) Supporting individuals in the achieving of professional certifications offered by the Association;
b) Encouraging a free exchange of concepts, knowledge, techniques, approaches and problem solving by its members;
c) Providing communication to keep members abreast of current events which can be beneficial to them and their employers; and
d) Communicating with and educating management and systems professionals about the importance of establishing standards and adopting best practices for the effective management of information assets.
ARTICLE III Location
  The operation of the Chapter shall be chiefly carried out in the southern Vancouver Island area of the Province of British Columbia.
ARTICLE IV Membership
Section 1 Eligibility
  Any person actively involved in the discipline of IT governance, compliance and security or interested in the purposes and objectives of the Association as stated in Article II of the By-laws may become a member of the Association, subject to provisions of the Chapter By-laws and to rules established by the Chapter Board of Directors of the Association. Membership in the Association is a requirement for membership in the Chapter.
Section 2 Students
  Full-time students currently enrolled in degree and diploma programs of recognized colleges or universities may be enrolled as non-voting members upon proof of such enrollment submitted annually.
Section 3 Resignation
  Any member may resign at any time, but such resignation shall not become effective until accepted by the Chapter Board of Directors and shall not relieve the resigning individual from payment of dues for the unexpired portion of the current fiscal year or give any right to rebate of dues paid, or any right to a pro rata or other share of the assets of the Association. All resignation shall be made in writing.
Section 4 Termination
  A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.
ARTICLE V Finance
Section 1 Fiscal year
  The fiscal year of the Chapter shall be from June 1 to May 31 unless otherwise established by the Chapter Board of Directors.
Section 2 Dues
 
a) The annual Chapter membership dues shall be established by the Chapter Board of Directors. The Treasurer shall inform the Association Treasurer of the amount of the Chapter dues in time for the Chapter dues to be stated on the Association’s annual membership billing.
b) Payment of the annual Chapter membership dues shall be made to the Association and the Chapter portion shall be sent to the Chapter by the Association.
c) A reinstatement fee, to be determined by the Chapter Board of Directors, shall be paid for the reinstatement of members who have been dropped from the membership roll because of non-payment of Chapter dues as specified in Article IV-4 of these By-laws or because of resignation as specified in Article IV-3 of these By-laws.
d) Any new member enrolled within the first six months shall pay full Chapter annual dues for the current year. The Chapter Board of Directors may lower chapter dues for new members joining during the half-year dues promotion time frame established annually by the Association. This dues amount shall be established by the Chapter Board of Directors.
e) In addition to the Chapter dues, new members enrolling in this Chapter shall pay a one-time enrollment fee, to be established by the Chapter Board of Directors to defray enrollment costs. Payment shall be made to the Chapter Treasurer.
Section 3 Assessments
  There shall be no assessments imposed except as approved by a two-thirds vote of the total membership of the Chapter Board of Directors then in office and by a majority of the members of the Chapter voting by ballot on the question at the Annual Meeting. The procedure for notification and voting will follow those specified in Article X-3 & 4 of these By-laws.
ARTICLE VI Chapter Officers
Section 1 Definition
  The chapter officers of this Chapter shall be the President, Vice-President, Treasurer and Secretary.
Section 2 Election
  The officers set forth in Article VII-1 of these By-laws shall be elected at the Annual Meeting for one-year terms by a plurality of the votes of the members. Elections shall be held at the Annual Meeting (Article X-3 of these By-laws). The results of the election will be certified by the Audit Committee to the Chapter Board of Directors and announced at the Annual Meeting.
Section 3 Term of Chapter Officers
  Each chapter officer shall take office at the Annual Meeting following his or her election and shall hold office until (a) his or her successor shall have been duly elected and taken office or (b) he or her resigns. Officers shall be eligible for re-election, except that no officer may serve for more than two consecutive terms in the same office.
Section 4 Vacancies
  If the office of any chapter officer shall become vacant for any cause, the Chapter Board of Directors shall appoint a person to fill the unexpired portion of the term.
Section 5 Termination of Membership of Elected Director
  If the membership of any chapter officer in this Chapter shall for any reason terminate, his office shall automatically become vacant.
Section 6 Duties and Responsibilities
  The Board of Directors shall be the governing body of this Chapter and its actions shall be final, unless otherwise specifically provided by these By-laws.
Section 7 Meetings of the Board of Directors
 
a) The Board of Directors shall meet at least semi-annually at such times and places as it may elect. At such meetings a quorum must be present to conduct business coming before the Board. To constitute a quorum, a simple majority of the total membership of the Board of Directors then in office must be present in person. All business coming before the Board of Directors for approval shall be approval shall be approved by a majority vote of those present unless otherwise required by the By-laws of this Association. The meeting shall be conducted under the rules contained in Robert’s Rules of Order Revised, except in those cases where the rules are in conflict with these By-laws the By-laws shall govern.
b) At all meetings of the Board of Directors, the President, if present, shall act as Chairman. In his absence, the Chairman shall be the Vice-President, if present. In the absence of both the President and the Vice-President the members of the Board who are present in person shall by majority vote choose one among them to act as Chairman for that meeting.
c) Notice of meeting of the Board of Directors shall be given to each Director in writing by the Secretary of this Chapter at least ten days in advance of the meeting or as the Board may otherwise direct, but no failure in delivery of such notices shall invalidate the meeting or any action taken or proceedings thereat. Notice may be waived by consent of two-thirds of the Directors in writing.
d) The Board of Directors may exercise any of its powers without a meeting provided at least two-thirds of the Directors then in office consent in writing.
ARTICLE VII Chapter Board of Directors
Section 1 Composition
  The Chapter Board of Directors shall consist of the following:
a) The President, Vice-President, Secretary, and Treasurer
b) The immediate past President of the Chapter
c) Up to fifteen members elected from the Chapter membership Section 2
Section 2 Election
  The Directors set forth in Article VI-1 of these By-laws shall be elected at the Annual Meeting of the Chapter for one-year terms by a plurality of the votes of members. Only Members as of the date of the Annual Meeting shall be entitled to vote.
Section 3 Term of Elected Officers
  Each chapter director shall take office at the Annual Meeting immediately upon his/her election and shall hold office until (a) his/her successor shall have been duly elected and taken office or (b) he/she resigns.
Section 4 Vacancies
  If the office of any chapter directors shall become vacant for any cause, the Chapter Board of Directors shall appoint a person to fill the unexpired portion of the term.
Section 5 Termination of Membership of Chapter Director
  If the membership of any chapter director in this Chapter shall for any reason terminate his office shall automatically become vacant.
Section 6 Duties and Responsibilities
 
The Chapter Board of Directors shall be the governing body of the Chapter and its actions shall be final, unless otherwise specifically provided by these By-laws.
Section 7 Meetings of the Chapter Board of Directors
 
a) The Chapter Board of Directors shall meet at least semi-annually at such times and places as it may elect. At such meetings a quorum must be present to conduct business coming before the Chapter Board. To constitute a quorum, a majority of the total membership of the Chapter Board of Directors then in office must be present in person. All business coming before the Chapter Board of Directors for approval shall be approved by a majority vote of those present unless otherwise required by the By-laws of the Chapter. At all meetings of the Chapter Board of Directors, the President, if present, shall act as Chairman. In his absence, the Chairman shall be the Vice-President, if present. In the absence of both the President and the Vice-President, the members of the Chapter Board of Directors who are present in person shall by majority vote choose one among them to act as Chairman for that meeting.
b) Notice of meeting of the Chapter Board of Directors shall be given to each Director in writing by the Secretary of the Chapter at least ten days in advance of the meeting or as the Chapter Board may otherwise direct, but no failure in delivery of such notices shall invalidate the meeting or any action taken or proceedings thereat. Notice may be waived by consent of two-thirds of the Directors in writing.
c) A special meeting may be called by the President or any three Directors.
d) The Chapter Board of Directors may exercise any of its powers without a meeting provided at least two-thirds of the Directors then in office consent in writing.
ARTICLE VIII Standing Committees
Section 1 Nominating Committee
 
a) The Nominating Committee shall be composed of not less than three members of the Chapter and includes a member of the Chapter Board of Directors in addition to the Chapter President, and shall report to the Chapter Board of Directors.
b) The Nominating Committee shall suggest likely candidates for the chapter officers at least 30 days prior to the Annual Meeting.
c) The Nominating Committee shall consider all suggestions for candidates and shall nominate at least one but not more than three candidates for each office of the Chapter, as provided by Article VI-1-a and VII-1 of these By-laws.
Section 2 Audit Committee
 
a) The Audit Committee shall be composed of one member of the Chapter Board of Directors other than the Chapter Treasurer, and at least one other member of the Chapter.
b) The Audit Committee shall oversee the appointment of the selection of an independent auditor or reviewer to ensure the individual’s or firm’s capability and independence in carrying out such an engagement. The Audit Committee shall make recommendation to the Chapter Board for approval of the selection of the individual or firm in carrying out the audit / review engagement.
c) The Audit Committee may undertake or oversee the audit or review of all the financial records and statements of the Chapter at least once per year and shall make recommendation to the Chapter Board for accepting the audit or review report.
Section 3 Executive Committee
 
a) The Executive Committee of the Chapter Board of Directors shall be composed of the officers named in Article VI-1 of these By-laws.
b) The Executive Committee shall have the delegated power to act for the Chapter Board of Directors between meetings of the Chapter Board. Such delegated power is subject to ratification of the actions of the Executive Committee at the following Chapter Board of Directors meeting and shall also be subject to any limitations that the Chapter Board of Directors may from time to time impose on the Executive Committee.
c) The Executive Committee may not, at any time, take or adopt any action contrary to a previously adopted resolution of the Chapter Board of Directors without its concurrence and approval.
d) The Executive Committee shall carry out all actions directed and all policies adopted by the Chapter Board of Directors.
e) The Executive Committee shall keep the Chapter Board of Directors fully informed of its actions.
ARTICLE IX Appointed Officers and Committees
Section 1 Appointments by the President
  The President of the Chapter may appoint, with the approval of the Chapter Board of Directors, such officers and committees other than those provided in Article VIII of these By-laws as he/her deems appropriate.
Section 2 Appointments by Chapter Officers
  The Chapter Officers may appoint, with the approval of the Executive Committee, committees and/or persons necessary for the performance of their assigned duties.
ARTICLE X Annual Meeting
Section 1 Purpose
 
a) At the Annual Meeting, the members of the Chapter shall be informed of the results of the election of Officers and Directors conducted in accordance with Article VI-2 and VII-2 of these By-laws.
b) The newly elected Officers and Directors shall be installed for the ensuing term.
c) All reports from current and retiring Officers and Committees shall be received at the Annual Meeting.
d) Any other business that may come before the membership may be conducted at the Annual Meeting.
e) The Annual Meeting shall be presided over by the President of the Chapter. In the event the President shall not be able to preside, the presiding officer shall be in accordance with the line of succession established for the Chapter Board of Directors in Article VI-6-b of these By-laws.
Section 2 Time and Place
  The Annual Meeting shall be held in June of each year within 30 days of the end of the fiscal year as established in Article V-1 of these By-laws. The location and the specific date of the meeting shall be determined by the Chapter Board of Directors.
Section 3 Notification of Meeting
  All members shall be notified in writing of the date and location of the Annual Meeting at least 30 days in advance of the date selected, but no failure in delivery of such notices shall invalidate the meeting or any action or proceedings thereat.
Section 4 Voting
  All Members present in person shall be eligible to vote at the Annual Meeting. A quorum shall be constituted by 20% of the members eligible to vote at the Annual Meeting.
ARTCILE XI Educational Meetings
 

This Chapter shall hold at least six meetings each year, at a time and place as determined by the Chapter Board of Directors.

Special meetings may be called by the President, the Chapter Board of Directors, or the International President of the Association. One calendar week notice shall be given of such special meeting.

For the transaction of the Chapter business requiring a vote, 10 members shall constitute a quorum at any regular or special meeting.

ARTICLE XII Amendments to the By-laws
Section 1 Procedure for Changing the By-laws
  The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern in all cases to which they are applicable and in which they are not inconsistent with these By-laws and any special rules the Chapter may adopt.
ARTICLE XIII Amendments to the By-laws
  Procedure for Changing the By-laws

The Chapter shall forward all By-laws amendments to the Association, with amendment(s) indicated, as the Association Membership Board must give approval to all By-laws amendments prior to submitting for vote by the Chapter membership. The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the By-laws. The Chapter Board must ensure the compliance of the Chapter’s bylaws with the Association’s By-laws and applicable country requirements.

These bylaws may be amended at any regular meeting by a two-thirds (2/3) vote of those Chapter members in attendance, provided that the amendment has been submitted in writing at the previous regular meeting, or has been mailed to the entire Chapter membership at least ten days prior to the meeting at which it will be considered.

ARTICLE XIV Effective Date
  These By-laws shall become effective on the date approved by the Chapter’s membership.
ARTICLE XV Dissolution
  To effect dissolution of the Chapter, these By-laws 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 the Association. All net assets shall go to a welfare, education or civic organization or project, designated by the Chapter membership with the approval of the Association’s International President and Chief Executive Officer.