Winnipeg Chapter Bylaws

INFORMATION SYSTEMS AUDIT AND CONTROL ASSOCIATION, WINNIPEG CHAPTER, INC. 

 

 

BY-LAW 2 – AS AMENDED July 28, 2022 

 

ARTICLE 1. NAME: 

INFORMATION SYSTEMS AUDIT AND CONTROL ASSOCIATION, WINNIPEG CHAPTER, INC., 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  

Section 1.  In the By-laws of the Chapter, unless the context otherwise requires: 

1. Definitions: 

1.  “ACT” means The Corporations Act of Manitoba, R. S. M. 1987 c225 and the Regulations passed pursuant to that Act and any legislation that may be substituted, therefore. 

2. “ASSOCIATION” means the Information Systems Audit and Control Association. 

3. “BOARD” means the board of directors of the Chapter. 

4. “BY-LAWS” means this by-law and all other by-laws of the Chapter from time to time enacted by the Chapter and being I force and effect.  

5. “CHAPTER” means the Information Systems Audit and Control Association, Winnipeg Chapter, Inc.  

6. “MEETING OF MEMBERS” means an Annual General Meeting, Regular Meeting and/or a Special Meeting of Members of the Chapter.  

7. “PERSON” includes an individua, partnership, association, body corporate, trustee, executor, administrator, or legal representative.

8. “OFFICERS” of this Chapter shall be the officers listed in Article V. Section 1.

9. “RONR” Roberts Rules of Order Newly Revised 

ARTICLE II. PURPOSE 

Chapter’s 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.  

Section 1.  The objectives of the Chapter are:  

1. To promote the education of and help expand the knowledge and skills of its members in the interrelated fields of IT, IS audit, cybersecurity, privacy, control, and assurance.  

2. To encourage an open exchange of IT governance, IS audit, cybersecurity, control, and assurance techniques, approaches, and problem solving by its members.  

3. 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.  

4. 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 

5. To support the Association’s professional certifications and IT certificates. 

 

ARTICLE III.  MEMBERSHIP AND DUES 

Membership Types & Qualifications – 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.  

Section 1.  Membership types in Chapter are:  

1. Professional Member – Any individual with a professional membership in the Association. Professional Members shall be entitled to vote and to hold office at the Chapter level.  

2. 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.  

3. 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. 

4. 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 

 

1. Potential members shall meet the requirements of membership as outlined in Article III, Section 1 

1. Complete an Association membership application form.  

2. Pay required Chapter and Association dues to the Association. 

3. Follow the Code of Professional Ethics of the Association.  

2. Membership in the Chapter shall be conferred upon an individual when the Association has accepted the membership application and receive the required Association and Chapter dues for that individual. 

Section 3. Dues 

1. Association and Chapter dues must be paid annually, in full, to the Association.  Amount of Chapter dues shall be determined by the Chapter Board of Directors.  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 as set by the Association Board of Directors, as required. 

2. Resignation – Any member who resigns shall not be entitled to a refund of his/her annual Association or Chapter dues.  

Section 4.  Termination  

1. Only the Association has the authority to terminate Association and Chapter membership of an individual.  

2. 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  

1. The annual general meeting shall be held in September and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.  

2. The date and location of the annual general meeting shall be determined by the Chapter Board. 

3. The Annual General Meeting may be held in person or electronically if 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 of the members may be called by the President, the Chapter Board or upon written request by 8 percent of 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 if 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) 

1.  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. 

2. The method of delivering the ballot may be by hand delivery, postal mail, email or via secured and validated electronic/internet-based tools.  

3. A ballot must 

1.  Set forth each proposed action; and  

2. Provide an opportunity to vote for or against each proposed action. 

4. 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. 

5. All solicitation 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 to be counted; and 

5. Be considered a special meeting for the purposes of these by-laws.  

Section 6.  Quorum for Chapter Meetings

1. The quorum for any annual general or special meeting, in-person or electronically, shall be 8 percent of members. In absence of quorum, the meeting will be adjourned, and reconvened within ten days unless otherwise determined by the Chapter Board. The new date and time will be communicated to members 

2. There will be no proxy voting. 

 

Section 7.  Act of the Membership – As long as a quorum is present, the affirmative vote of the majority of the members in attendance and voting at any Chapter meeting shall constitute an act of the membership.  

 

Section 8.  Notification –  

1. Members shall be notified of the time and place of the annual general meeting of members not less than 21 days nor more than 50 days before the meeting according to the Manitoba Corporations Act. 

2. Members shall be notified at least 21 days nor more than 50 days in advance of any special meetings according to the Manitoba Corporations Act. 

3. Notification may be postal mail, email, or telephone. 

 

ARTICLE V CHAPTER OFFICERS

Section 1.  Chapter Officers– The Officers of the Chapter shall be 10 in number, constituting:  President, Vice-President, Secretary, Treasurer, Registrar, Immediate Past President, Communications Director, Certification Director and two Directors-at-large. 

Section 2.  Term of Chapter Officers  

1. The President, Vice President, Secretary, Treasurer, and Registrar shall be elected for a term of 2 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.  

2. The Communication Director, Certification Director, and the Director-at-large shall be elected for a term of 1 year 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.  

3. No member shall hold more than 1 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 and Directors – The Chapter Officers shall perform the duties prescribed by these by-laws, and the parliamentary authority adopted by the Chapter.  

The Chapter President shall:  

1.  Preside at meetings of the Chapter and the Chapter Board.  

2. Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement.  

3. Appoint all committee chairpersons and members, except the Nominating Committee, with approval of the Chapter Board.  

4. Be an ex-officio member of all committees, except the Nominating Committee.  

5. 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.  

6. Serve as liaison and advisor in coordinating the activities of the local Chapter in support of the Association.  

7. Present an annual report to members at the annual general meeting.  Such report to consist of reports from various Chapter officers and committees.  

8. Maintain communications with the Association and respond to Association enquiries.  

9. Be responsible for submission of the required annual Chapter reports to the Association within 30 days after the annual general meeting.  

10. Supervise budgetary matters and proper internal control of finances.  

11. See that deeds, transfers, assignments, contracts, obligations, certificates, and other instruments shall be signed on behalf of the Chapter by two persons, one of whom holds the office of the President, or Vice-President and the other of whom is an Officer.

12. Ensure chapter trainers for ISACA certifications are accredited by ISACA, and  

13. Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.  

 

The Chapter Vice-President shall: 

1.  Preside at meetings of the Chapter and the Chapter Board, in the absence of the President.  

2. Perform the duties of the President in the event of his/her absence or disability.  

3. Perform the duties of Programs Director and oversight of the Programs Committee.  

4. Assume the office of President in the event of a vacancy in the office of President, and  

5. Perform other duties as pertain to this office. 

 

The Chapter Secretary shall: 

1.  Take minutes of the meetings of the Chapter Board, membership meetings, and annual general meeting, and maintain a copy of the records,  

2. Maintain accurate attendance records.  

3. Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter.  

4. Assist the President in the administration of Chapter membership meetings, and  

5. Perform other duties as pertain to this office.  

 

The Chapter Treasurer shall:  

1.  Be custodian of Chapter funds.  

2. 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. 

3. If received locally, remit dues to the Association as required.  

4. Submit a written report at each regular Chapter and Board meetings.  

5. Along with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held at the Association.  

6. Submit annual financial statements for presentation to the membership at the annual general meeting.  

7. Submit books and records for audit, when required.  

8. File all tax forms required; and  

9. Perform other duties as pertain to this office. 

The Registrar shall: 

1.  Maintain a record of continuing professional education credits for event attendees.  The Registrar shall respond to all requests for evidence of CPE credits.  

2. Main accurate lists of membership, in accordance with local applicable privacy laws.  

3. Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy. 

4. Report on Chapter membership data from the Association.  

5. Coordinate plans for maintaining and increasing Chapter membership, and  

6. Perform other duties as pertain to this office.

The Immediate Past President of the Chapter shall:

1.   Provide advice and guidance to the new President and Chapter Board, and  

2. Perform other duties as pertain to this office.  

 

The Communications Director shall:

1. Maintain electronic lists of members and guests, in accordance with local applicable privacy laws.  

2. Forward information on events and other pertinent information to email lists.  

3. Identify and use other means of disseminating information about events and the Chapter, where appropriate.  

4. Conduct general marketing and publicity of the Chapter, ISACA’s certifications, COBIT, CMMI, Cybersecurity Nexus (CSX) the Association, and any other new initiatives.  

5. Coordinate initiatives involving partnerships and alliances.  

6. Acquire any required marketing materials from the Association and authorized by the Chapter Board.  

7. Exercise general policy control and direction of a mail-out kits, publications, editorial or advertising the Chapter may issue, authorize, or sponsor under the direction of the Chapter Board, and  

8. Perform other duties as pertain to this office. 

 

The Certification Director shall: 

1. Maintain resource material related to ISACA’s certifications.  

2. Promote ISACA’s certifications within the Chapter membership, including exam preparation sessions. 

3. Ensure all certification training is conducted or overseen by ISACA-accredited trainers. 

4. Report to Chapter Board on Chapter member exam results. 

5. Act as liaison between Chapter member exam participants and the Association, as needed; and  

6. Perform other duties as pertain to this office.  

 

The Directors at large 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 

1. If the membership of a Chapter officer terminates for any reason, that individual’s position as Chapter officer shall automatically become vacant. 

2. If a vacancy occurs in the office of President, the vacancy shall be filled by the Vice President. 

3. If a vacancy occurs in any office, except that of Immediate Past President or President, the vacancy shall be filled by Chapter Board vote. 

4. If a vacancy occurs in the office of Immediate Past President, the position shall remain vacant until filled by routine succession. A previous past president would not fill this role. 

Section 5. Chapter Officer Signing Authority.  The President, Vice President, Secretary, Treasurer, and Registrar shall have signing authority on checks and together may make decisions on non-budgeted expenditure under $1,000, that may come up.  Any non-budgeted expenditure over $1,000 must be approved by the Board of Directors. 

 

Article VI. Nominations and Elections 

 

Section 1.  Chapter Nominations 

1. A Nominating Committee shall be comprised of three Members of the Chapter and shall be elected by the Chapter Board at their first meeting of the calendar year.  

2. The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for offices to be filled at the annual general meeting.  

3. The Nominating Committee shall report to the membership at the Annual General Meeting usually held in September.  

4. Nominations from the floor shall not be permitted prior to the election.  

5. Each candidate shall have consented to serve and shall have completed/signed a Willingness to Serve agreement and Conflict of Interest form.  These documents should be retained electronically in a location that is determined and accessible by all members of the Chapter Board. 

 

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.  

3. 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: 

1. Supervise the affairs and conduct the business of the Chapter between business meetings.  

2. Make recommendations to the membership.  

3. Have regular Chapter Board meetings, at least four meetings per year, at a time and place determined by the Chapter Board.  Special meetings of the Chapter Board may be called by the President or upon the written request of 3 members of the Board.  Notice must be given to Chapter Board members at least 48 hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting. 

4. Perform the duties prescribed in these by-laws and the parliamentary authority adopted by the Chapter, and in compliance with local law.  

5. Regular or special meetings of the Chapter Board may be held electronically if 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 prior to 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 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.  

 

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. Authorize non-budgeted expenditures.  

 

Section 4.  Fiscal Year & Annual Financial Statements. 

1.  The fiscal year of the Chapter shall run from July 1 to June 30. 

2. The Chapter Board shall ensure that annual financial statements are prepared and verified or audited by local law and/or these chapter bylaws by an individual(s) who is NOT a member of this Chapter.   

3. The verification or audit will be approved by the Chapter Board, presented to members at the annual general meeting, and submitted annually to the Association as part of compliance reporting.  

 

Section 5. Insurance 

1. The Chapter Board shall always carry adequate insurance coverage to insure the risk associated with the Chapter’s activities.  The Chapter shall hold the Association harmless from any lawsuits, damages, other expenses, o liabilities, arising out of the activities of the Chapter.  

2. Subject to the limitations contained in the Act, the Chapter may purchase and maintain such insurance for the benefit of its Directors and Officers as such as the Board may from time to time determine.  

 

Section 6. Quorum – The quorum for any regular or special meetings of the Chapter Board shall be a majority of members of the Board.  

 

Section 7. Removal – In addition to sections 101(6) and 103(1) of the Corporations Act (Manitoba), the following governs Director vacancies:  

1. Any Officer or Director who fails to attend three Chapter Board meetings within a year will be brought before the Chapter Board and may be removed from office by a majority vote of the Chapter Board f Directors.  

2. Any Officer or Director may be removed, with or without cause, at any meeting of the Chapter Board, by a majority vote of the members of the Chapter Board of Directors.  

3. Any Officer or Director being considered for removal from the Chapter Board shall have the right to be heard by the Chapter Board before an official vote is taken.  

 

ARTICLE VIII. CHAPTER COMMITTEES

Section 1. Standing Committees – There shall be the following standing committees: 

1. Programs 

2. Education 

3. Certification 

4. Audit 

5. Long-range planning 

6. Bylaws 

 

Section 2. Duties of Standing Committees 

1. The Programs Committee shall develop and implement the Chapter training and development events for the year. 

2. The Membership Committee shall promote interest in the Chapter, and in the Association, and conduct an ongoing membership campaign.  When requested by the Association, the local Chapter, through its membership committee, shall receive and forward applications for membership to the Association. 

3. The Education Committee shall recommend and oversee seminars of professional education, except exam review courses.  

4. The Certification Committee shall assist the chapter certification exam coordinator(s) in promoting ISACA’s certification examinations and professional designations locally and shall aid in planning and conducting chapter’s exam review courses.  

5. The Audit Committee shall have the duty of auditing the Chapter accounts at the close of the fiscal year and reporting to the Chapter Board and subsequently to the members at the annual general meeting.  If the completion date of the audit will be after the annual general meeting, members are to be advised that they may request a copy of the audit letter, to be communicated to them upon completion.  Members of the Audit Committee shall be appointed by the Chapter Board and should be selected in a manner so as not to have a conflict of interest (example:  The Treasurer shall not be part of the Audit Committee). 

6. The Long-Range Planning Committee shall review the affairs of the Chapter and make recommendations to the Chapter Board and the chapter members concerning ways and means by which the Chapter’s purpose given in Article II can be met.  The committee shall consist of a chairperson appointed by the President, plus at least four additional members approved by the Chapter Board.  The term of office shall be one year.  It shall be the duty of this committee to develop a strategic plan, to regularly review the adopted plan, and to prepare and submit plan amendments to the Chapter Board for adoption. 

7. The Bylaws Committee shall report to the Chapter Board and shall maintain the by-laws.  The Bylaws Committee shall expedite the process of changing the bylaws in accordance with Article XI of the bylaws, assure that all proposed changes conform to any local laws, examine the consistency of the proposed change with other provisions of the by-laws and with those of the Association, and suggest wording for proposed changes. 

Section 3. Special Committees – Other committees may be created as necessary by the Chapter Board.  

Section 4. Meetings – Chapter committee meetings may be held in person or electronically if all participants can simultaneously hear each other and participate during the meeting. 

 

ARTICLE IX. INDEMNIFICATION 

 

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 attorney’s 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 by-laws 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.  It is specifically provided in ISACA-Winnipeg Chapter Manitoba Articles of Incorporation that in the event of dissolution or winding-up of the Corporation all its remaining assets after payment of its liabilities shall be distributed to one or more corporations and organizations in Manitoba with like and similar objects, as determined by the members upon dissolution. 

 

 

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 by-laws and any special rules the chapter may adopt.  In the event of any conflict or inconsistency between Roberts Rules of Order Newly Revised and the Act, the Act shall prevail.  

 

ARTICLE XII. AMENDMENT OF CHAPTER BYLAWS 

 

Section 1.  In conjunction with the Chapter By-laws Committee, the Chapter Board shall approve all suggested by-law changes and forward them to the Association, in English, with changes indicated.  The Association must give written approval to all by-law changes prior to them being submitted for a vote by Chapter membership.  

Section 2.  Chapter by-law amendments can be approved, at any chapter meeting, by a two-thirds (2/3) vote of the Chapter Members 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 21 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 by-law amendments have been approved by the membership and send a copy of the final approved version of the by-laws.  If the by-laws 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.