Chapter Bylaws

Chapter Bylaws - 20 March 2019

Bylaws of ISACA Winchester Chapter        

Effective: 20th March 2019


Article I.   Name 

The name of this non-union, non-profit organisation shall be ISACA Winchester 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 is established and operates as a recognised corporate entity under relevant UK laws.  Apart from its innate affiliation with the Association, is an independent entity from any other association, enterprise, or entity.


Article II.   Purpose

 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: 

  1. Align with ISACA’s global strategies to advance its purpose and promise.
  2. Promote the education of and help expand the knowledge and skills of its members and their related organisations in the interrelated fields of information systems governance, security, audit and assurance. 
  3. Encourage an open exchange of information systems governance, security, audit and assurance techniques, approaches, and problem solving by its members and their related organisations.
  4. Promote adequate communication to keep members abreast of current events in information systems governance, security, audit and assurance that can be of benefit to members and their related organisations.
  5. Communicate the importance of establishing controls necessary to ensure proper information systems governance, security, audit and assure the effective organisation and utilisation of IT resources.
  6. Engage with other related organisations, including ISACA and other chapters, to further ISACA’s purpose and promise.


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.


  1. 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 to hold office at the Chapter level.
  2. 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. 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. Student members shall be entitled to vote and hold office at the Chapter level.
  4. Recent Graduate — Individuals who graduated within the last two years from a recognised 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.


Hereafter the term ‘Member’ shall encompass the classifications listed above.


Section 2.   Admission 

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 dues to the Chapter and the Association.
  4. Follow the Code of Professional Ethics of the Association.
  5. 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.


Section 3.   Dues 

  1. 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.
  2. A member whose dues are in arrears for more than 120 days shall no longer be deemed a Chapter member.
  3. 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.
  4. Resignation — Any member who resigns shall not be entitled to a refund of his/her annual membership dues.


Section 4. Termination and Suspension 

  1. Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the Chapter.
  2. 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  


Section 1. Educational sessions

 Educational sessions of the Chapter membership shall be held on the 3rd Wednesday of each month, from Sept to June, unless otherwise determined by the Chapter Board. Further educational sessions, specific to Association qualifications, shall be offered on an ad-hoc basis as deemed appropriate by the Board.


Section 2. Chapter Board Meetings

 Chapter board meetings will be held quarterly on the first Wednesday of the month in February, May, September and December, unless otherwise determined by the Chapter Board.


Section 3.   Annual General Meeting           

 The Educational session in June shall be known as the Annual General Meeting and shall be for the purpose of electing officers, receiving reports of officers, sharing reports of all activities, revenues and expenditures, and for any other business that may arise.


Section 4.   Special Meetings          

 Special meetings may be called by the President, the Chapter Board or upon written request by ten of the Chapter’s members. The purpose of the meeting shall be stated in the call.


Section 5.   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 6.  Quorum for Chapter Meetings   

 The quorum for any annual general or special meeting shall be six members. In absence of quorum, the meeting will be adjourned, and reconvened one week later. The new date and time will be communicated to members.  


Section 7.   Act of the Membership

 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 full calendar days in advance of the annual general meeting. Members shall be notified at least 10 full calendar days in advance of any chapter board or special meetings. Notification may be by postal mail, by email, by telephone or by the Chapter’s website.


Article V.   Chapter Officers


Section 1.   Chapter Officers 

The Officers of the Chapter shall consist of a President, Vice President, Secretary, Treasurer and Immediate Past President.


The Chapter Officers may appoint additional members of the Chapter to the board - known as Chapter Officers - to assist with the functioning of the Chapter. These individuals shall have full Board member voting rights.


Section 2.   Term of Chapter Officers 

  1. The Chapter Officers, except the immediate Past President, shall be elected for a term of two 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.
  2. 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, unless by majority approval of the Chapter Board.


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.


1.The Chapter President shall:

  • Preside at meetings of the Chapter and the Chapter Board,
  • Appoint all committee chairpersons and members, with approval of the Chapter Board.
  • Be an ex-officio member of all committees except the Nominating Committee,
  • Represent the Chapter at Leadership Conferences, and other conferences and functions, where appropriate or appoint another Chapter Board member as a representative,
  • 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 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.

2.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.


3. 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,
  • Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter,
  • Assist the President in the administration of Chapter membership meetings, and
  • Perform other duties as pertain to this office.


4. 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, authorise expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held at the Association,
  • 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.


5. 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.


6. The Chapter Officer(s) shall:

  • Contribute to the work of the Chapter Board on a wide variety of topics and projects, as directed by the President and Chapter Board.


Section 4.   Chapter Officer Vacancies

 If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.

  1. If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board.
  2. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.
  3. 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 

  1. Nominations shall be open and will be declared open by the president at the educational session in the month of May. Nominations will then be accepted from the floor from any member of the Chapter.
  2. Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form.


Section 2.   Chapter Elections 

  1. Officers shall be elected by ballot.
  2. 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:

  1. Supervise the affairs and conduct the business of the Chapter between business meetings
  2. Make recommendations to the membership
  3. Be subject to the orders of the membership
  4. Have quarterly Chapter Board meetings as listed in Article IV, Section 2 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 two members of the Board. Notice must be given at least 48 hours before a Special Meeting of the Chapter Board.  Formal minutes will be taken for all board meetings, whether physical or virtual, and circulated to all Chapter Board members.
  5. Be responsive to ISACA, ISACA staff and Chapter members, and provide all Chapter event information to ISACA as set forth in ISACA’s Policies and Procedures or otherwise reasonably requested by ISACA.
  6. Maintain all books and records of programs, activities, events, meetings and operations for a minimum period of five years or longer as required by applicable laws. As directed by ISACA, the Chapter shall send to ISACA copies of all such information as required
  7. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter


Section 3.   Financial Authority 

The Chapter Board shall have the authority to: 

  1. Approve the annual budget.
  2. Expend funds allotted in the approved budget.
  3. Authorise non-budgeted expenditures not to exceed £5,000 without prior approval of the membership.


Section 4.   Fiscal Year & Annual Financial Statements 

  1. The fiscal year of the Chapter shall run from 1st June to 31st May unless otherwise established by the Chapter Board.
  2. The Chapter Board shall ensure that annual financial statements are prepared, approved by the Chapter Board, reviewed by a qualified independent financial expert, 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 

Four members of the Chapter Board shall constitute a quorum for any Chapter Board meeting.


Section 7.  Removal

  1. Any member of the Board of Directors who fails to attend two board meetings within a year or two committee meetings within a year will be brought before the Board and may be removed from office by a majority vote of the Board of Directors.
  2. Any board member may be removed with or without cause, at any meeting of the Board, by a majority vote of the members of the Board of Directors then serving.
  3. Any board member being considered for removal from the Board shall have the right to be heard by the Board before an official vote is taken.

Section 7. Attendance

Chapter members are invited to attend Board Meetings.  As listed in Article IV, section 8, members shall be notified at least 10 full calendar days in advance of any chapter board or special meetings. Notification may be by postal mail, by email, by telephone or by the Chapter’s website.


Article VIII.   Chapter Committees  


Section 1.   Committees  

 Committees, for which the Chapter Board is responsible, but which it does not necessarily have enough time and resource to manage, may be created as deemed necessary by the Chapter Board.  Such committees will meet according to their task, and as specified in their terms of reference.


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 relevant UK laws 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:


  1. The amendment has been submitted in writing at the previous meeting or
  2. 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 an 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 requirements of UK law.


Article XIII. Order of Precedence


The bylaws contained within this document have been drafted to support and incorporate the Association’s bylaws, policies and guidelines.  For the avoidance of doubt, should any ambiguity or conflict between the Chapter’s and Association’s bylaws, policies or procedures be identified, the Association’s bylaws, policies or procedures shall take precedence.