VA Chapter ByLaws

ARTICLE I: NAME

The name of the organization shall be the Virginia Chapter of the Information Systems Audit and Control Association, 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: PURPOSE AND OBJECTIVES

Section 1: Purpose

“The primary purpose of the Chapter is to promote the education of individuals for improvement and development of their capabilities relating to the auditing of and/or management consulting in the field of Information Systems and Technology (IS/IT), pursuant to Section 501(c) (3) of the 1954 Internal Revenue Code.”

Section 2: 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

Section 1: Classifications and Qualifications

Membership in the Association is a requirement for membership in the Chapter.  Therefore, upon joining the Chapter, a person must also join the Association, with accompanying rights and responsibilities.

  1. a)      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.
  2. b)     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.
  3. 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.  Proof of enrollment shall be submitted annually to the Association.  Student members shall be entitled to vote and hold office at the Chapter level.

Section 2: Admissions

  1. a)    Potential members shall: 
    Meet the requirements of membership as outlined in Article III, Section 1.
           2. Complete an Association membership application form.
           3. Pay required dues to the Chapter and the Association
           4. Follow the Code of Professional Ethics of the Association.
  2. 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

  1. a)   Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board of Directors, plus Association dues.
  2. b)   A member whose dues are in arrears for more than 60 days shall no longer be deemed a member.
  3. c)   A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.

ARTICLE IV: FINANCES

Section 1: Fiscal Year

The fiscal year of this Chapter shall be the fiscal year ended May 31st unless otherwise established by the Chapter Board of Directors. 

Section 2: Dues

  1. a)   Annual dues for chapter membership shall be as determined by the Chapter Board of Directors.

ARTICLE V: CHAPTER BOARD OF DIRECTORS

Section 1: Membership

The Chapter Board of Directors shall consist of the following:

  1. a)   The President, Vice-President/President Elect, Secretary, and Treasurer of the Chapter.
    b)   The Immediate past President of the Chapter.
    c)   Six directors shall be Chapter Officers.

Section 2: Vacancies

If a vacancy should occur in any office, except that of Immediate Past President, a majority of the remaining members of the Chapter Board of Directors then in office shall appoint a chapter member to fill the unexpired portion of this term.

If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain until filled by routine succession. 

Section 3: Duties and Responsibilities

The Chapter Board of Directors shall be the governing body of this Chapter and its actions shall be final, unless otherwise specifically provided by the Bylaws.

The Chapter Board of Directors shall provide for an independent review of the financial affairs of the Chapter, at least annually, and at such other times as it may deem advisable.

Section 4: Eligibility

Only members shall be eligible to serve on the Chapter Board of Directors.

Section 5: Meetings

  1. a)  The Chapter Board of Directors shall meet at least quarterly at a time and place selected by the Chapter Board of Directors.

    b)  Meetings may be called at any time by the President or three members of the Chapter Board of Directors.

    c)  For the transaction of business requiring a vote, a majority of the Chapter Board of Directors then in office shall constitute a quorum.
  2. d)  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/President Elect, if present. In the absence of both the President and Vice President/President Elect, the Secretary shall preside until the election of a Chairman pro-term, which would take place immediately. 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.
  3. e)  Notice of meetings of the Chapter Board of Directors shall be given to each Director in writing not less than two days in advance of the meeting or as the Chapter Board of Directors 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 unanimous consent of Directors in writing.
  4. f)  Absence of any Chapter Board Member from more than four consecutive meetings, Regular Chapter or Chapter Board of Directors meetings, is subject to removal through action of the Chapter Board of Directors.

ARTICLE VI: OFFICERS AND DUTIES

Section 1: Officers and Duties

The Officers of this Chapter shall be President, Vice-President/President Elect, Secretary and Treasurer.

Section 2: Duties of the President

The President shall serve as chairman of the Chapter Board of Directors and shall, in addition, be the chief executive officer of the Chapter and shall, subject to the control of the Chapter Board of Directors, have supervision, direction, and control of the business affairs of the Chapter. He shall preside at all meetings of the membership. He shall be ex¬-officio a member of all committees except the Nominating Committee and shall have the general powers and duties and management usually vested in the office of the President. Represent the Chapter at Leadership Conference/Presidents Council Meeting(s).  Maintain communications with the Association and respond to Association inquiries.  Be responsible for submission of the chapter annual report to the Association within 30 days after annual general meeting.  Supervise budgetary matters and proper internal control of finances, and he shall have such other powers and duties as may be prescribed by the Chapter Board of Directors or by the Bylaws.

Section 3: Vice-President/President Elect

The Vice-President/President Elect shall report to the President and in the absence of or disability of the President, shall perform all the duties of the President.

Section 4: Treasurer

The Treasurer shall report to the President and shall be responsible for the financial affairs of the Chapter, for the performance of all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Chapter Board of Directors. He shall have power to receive and to disburse such funds of the Chapter, subject to such restrictions as may be imposed by the Chapter Board of Directors.

Section 5: Secretary

The Secretary shall report to the President and shall be responsible for the legal affairs, chapter reports, membership records, and such other duties as may be authorized and delegated by the Chapter Board of Directors.

The Secretary shall keep the roll of the Membership of the Chapter, shall keep minutes of the proceedings at the Chapter Board of Directors meetings, and shall preserve communications pertaining to the affairs of the Chapter.

Section 6: Re-election

Officers and Directors shall be eligible for re-election, except that no director may serve for more than two consecutive terms in the same office.  

Section 7:   Financial Authority

The Chapter Board shall have the authority to:
a)   Expend funds allotted in the approved budget
b)   Authorize non-budgeted expenditures not to exceed $2000 without prior approval of the Board of Directors, subjects to the approval of the membership.

ARTICLE VII: COMMITTEES

Section 1: Standing Committees

Standing Committees shall be Membership, Certification, Communications, Facilities/Reservations, Diversity & Inclusion, Nominating, Program and an Advisory Committee consisting of the three immediate past Presidents.

  1. a)  The Chairman of these Committees shall be appointed by the President and ratified by the Chapter Board of Directors.
  2. b)  Each Committee Chairman, except the Nominating Committee, shall appoint the members of his committee, subject to the approval of the President and be responsible to a specified Chapter Board member.

Section 2: Other Committees

Other committees may be appointed by the President whenever deemed necessary, subject to the approval of the Chapter Board of Directors.

ARTICLE VIII: NOMINATIONS AND ELECTIONS

Section 1: Two-Year Term Elections

Annual election of all Officers and Directors except for President and immediate past President shall be done by electronic (online) ballot and the results announced at the Annual General Meeting (AGM) in September, unless otherwise established. The Board will send electronic invitations to ISACA Chapter members when the (AGM) is scheduled. 

Section 2: Nominations

  1. a)   The President shall appoint, subject to the approval of the Chapter Board of Directors, a Nominating Committee consisting of at least three members, with one member being the immediate past President. The immediate past President shall serve as chairman of this committee if available. The Nominating Committee shall present a slate of officers (one per office, except for President &immediate past President) and Directors to the membership at the regular meeting of the Chapter.

Board members may present potential names for consideration. Additionally, any other nominations may be made sent via email prior to the meeting, or during the meeting if applicable. The names provided will be included on the ballot, or write-in candidates may be submitted when voting takes place.

  1. b)   All Candidates must indicate a willingness to serve.
  2. c)   The Nominating Committee shall send to each member a ballot containing a complete list of members nominated for each office except for President and immediate past President at least two weeks prior to each election.

Section 3: Election

The Officers and Director nominated shall be elected by a plurality of the votes of the members.

Section 4: Installation

Newly elected or concurrent Board Members shall be installed at the regular (AGM) September meeting of each year and shall take office at the beginning of the administrative year. Upon completing the required term, the prior year’s President Elect (VP) will become President for the current administrative year. The administrative year will be Oct 1 through September 31 unless otherwise established by the Chapter Board of Directors.

ARTICLE IX: MEETINGS

Section 1: Regular Meetings

This Chapter shall hold regular monthly conference call or in person meetings, at a time and place as fixed by the Chapter Board of Directors.

Section 2: The regular meeting in September unless otherwise established shall be known as the annual general meeting and shall be for the purpose of installing officers, receiving reports of officers and committees, and for any other business that may arise.

Section 3: Special Meetings

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

Section 4: Quorum

For the transaction of Chapter business, according to Roberts Rules a quorum is the minimum number of voting members who must be present at a property called meeting in order to conduct business in the name of the ISACA VA Charter.   

ARTICLE X: PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s 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 XI: AMENDMENTS

The Chapter shall forward all bylaws changes to the Association, with changes indicated, as the Association Membership Board must give approval to all bylaws changes 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 bylaws.  The Chapter Board must ensure the compliance of the bylaws with the Association’s bylaws and applicable country requirements. 

These bylaws may be amended at any regular meeting by a two-thirds (2/3) vote 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 (10) days prior to the meeting at which it will be considered.

ARTICLE XII: DISSOLUTION

To effect dissolution of the Chapter, these bylaws must be rescinded by a two-thirds vote of the chapter membership after ten 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 go to a welfare, education, or civic project designated by the Chapter membership, pursuant to Section 501 (c) (6) of the US Internal Revenue Code with the approval of the Association’s International President and Chief Executive Officer.