The name of this non-union, non-profit organization shall be the Charlotte 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, apart from its innate affiliation with the international Association, is an independent entity from any other association, enterprise, or entity.

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 and/or management consulting in the field of information systems audit, security and control. 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 Auditing, Security, Quality Assurance, IS audit and control, and IT governance;
2. To encourage an open exchange of IS audit and control, quality assurance, and security techniques, approaches, and problem solving by its members;
3. To promote adequate communication to keep members abreast of current events in information systems audit and control, quality assurance, and security fields that can be of benefit to them and their employers;
4. To communicate to management, auditors, universities, and to information systems professionals the importance of establishing controls necessary to ensure the effective organization and utilization of information systems resources; and
5. To promote the Association’s professional certifications.

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. Active 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. Active members shall be entitled to vote and hold office.
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. 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

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 dues to the Chapter and the Association

B. Membership in the Association shall be conferred upon an individual when the Association has received the required dues for that individual.

Section 3. Dues

1. Chapter dues shall be payable on or before 15 January of each year, in an amount determined by the Chapter Board, plus Association dues.
2. A member whose dues are in arrears for more than 60 days shall no longer be deemed a member.
3. A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.

Section 1: Fiscal Year The fiscal year of this chapter shall be January 1 to December 31.

Section 2: Chapter Dues The Chapter Board shall establish annual chapter dues and shall communicate any changes in dues structure to the Association on an annual basis.

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.

Section 1: Organization

The Chapter Board shall consist of the Officers and Directors of this chapter. With the exception of the Past President, all positions will be elected on an annual basis.

Section 2: Vacancies

If the office of any Officer/Director, specified in Section 1 of this article shall become vacant for any reason, a majority of the remaining members of the Chapter Board then in office, shall appoint a chapter member to fill the unexpired portion of the vacated officers/director’s term.

Section 3. Term of Chapter Officers

1. The Chapter Officers/Directors, except the immediate Past President, shall be elected annually for a term of one year, or until their successors are elected and assume office, or until they resign. 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 for a period longer than three months, and no member shall be eligible to be elected for more than two consecutive terms in the same Chapter office.

Section 4: Duties and Responsibilities

The Chapter Board shall be the governing body of this chapter and its actions shall be final. With incorporation in the state of North Carolina, this chapter is subject to the North Carolina Nonprofit Corporation Act (1993, c. 398, s. 1).

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

Only current members shall be eligible to serve as an Officer/Director.

Section 5: Meetings

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

(b) Meetings may be called at any time by the President or four members of the Board.

(c) For the transaction of business requiring a vote, forty percent of the Chapter Board then in office shall constitute a quorum.

(d) The affirmative vote of the majority of directors present at a meeting at which a quorum is present shall constitute an act of the Chapter Board.

(e) At all meetings of the Chapter Board, the President, if present, shall act as Chairman. In the absence of the President, the Vice President shall act as Chairman. In the absence of both the President and the Vice President, the Treasurer shall preside.

(f) Notice of meetings of the Chapter Board shall be communicated to each Officer/Director in writing or electronically no less than two days in advance of the meeting, or as the Board may otherwise direct. No failure in delivery of such notices shall invalidate the meeting or any action taken or proceedings there at. Notice may be waived by unanimous consent of the Directors in writing or via electronic means.

Section 1:

The Chapter Board shall have full power and authority over the affairs of the chapter between membership meetings except as defined in these bylaws. The Chapter Board shall be subject to the orders of the chapter and none of its acts shall conflict with action taken by the chapter.

The officers of the Chapter shall be President, Vice President, Secretary, and Treasurer.

These officers shall serve from the date of the regular spring Annual General Meeting until the spring Annual General Meeting of the following year. All positions shall report to the President. The Chapter Officers shall perform the duties prescribed by these bylaws, by the Chapter Board, or the parliamentary authority adopted by the Chapter.

A: The Chapter President shall:

• Preside at all meetings of the Chapter and the Chapter Board
• Be an ex-officio member of all committees except the Nominating Committee
• 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
• Supe rvise budgetary matters and proper internal control of finances

B: The Chapter Vice President shall:

• Perform the duties of the President in the event of his/her absence or disability
• Assist the Programs Director in program speaker selection
• Conduct annual chapter surveys to document chapter interests for the coming year
• Ensure a timely audit of Chapter books at the fiscal year-end (or at other times as may be deemed necessary).

C: The Chapter Treasurer shall:

• Be custodian of Chapter funds
• Receive all monies and disburse funds only upon the sanction of the Chapter Board, or the Chapter membership
• Prepare annual financial statements for approval of Chapter Board and to be presented to members and provided to ISACA International HQ in conjunction with the chapter annual report
• Remit dues to the Association as required
• Submit a written report at each regular meeting
• Submit books and records for audit
• File any and all tax forms required

D: The Chapter Secretary shall:

• Take minutes of the meetings of the Chapter Board and membership meetings and maintain permanent files of board and member meetings.
• Maintain accurate lists of the membership and attendance records.
• Be responsible for the legal affairs, Chapter reports, and communications and correspondence pertaining to the Chapter.
• Be responsible for conducting chapter elections, including vote tabulations and certification of results.

Section 2:

Directors of the chapter shall include: the Immediate Past President (General Director), Programs Director, Membership Director, Communication Director, CISA Coordinator, and CISM Coordinator. The board may add additional General Director(s) positions if membership interest warrants. All directors shall serve from the date of the spring Annual General meeting until the spring Annual General meeting of the following year. All positions shall report to the President.

A: The Immediate Past President (General Director) shall:

• Be responsible for chairing the Nomination Process to develop and present the slate of new Chapter Officers/Directors for the coming chapter year.
• Serve in an advisory capacity.

B: Programs Director shall:

• Be responsible for preparing and recommending the chapter programs for the year, including social gatherings, technical training seminars/conferences, and other events to benefit members.
• Be responsible for obtaining speakers for all programs and arranging meeting facilities, multimedia equipment, and catering.
• Be responsible for maintaining attendance records from all chapter related functions for the purpose of providing documented support for the Continuing Professional Educational (CPE) credit hours. All information shall be retained for research purposes for a period of three years.
• Presenting recommendations to the Chapter Board for approval prior to scheduling the program or entering into any contracts with speakers, facilities, or services.

C: Membership Director shall:

• Be responsible for promoting interest in the chapter
• Conducting membership drives
• Completing the annual chapter directory
• Recommending applications for membership
• Establish and maintain academic contacts to promote the chapter and increase membership.

D: Communication Director shall:

• Be responsible for maintaining and updating all chapter communications, including the chapter website and paper and electronic communications.
• Ensure all communication vehicles (website, E-mail, newsletters, etc.) provide consistent, current information regarding chapter benefits and publicize chapter activities.
• Solicit input on content from the Board and the Membership
• Be responsible for developing and maintaining a communications policy with the approval of the Board. This policy should include a provision for acceptance of advertising.
• Coordinate with the Membership Director to ensure chapter mailing lists are consistent with membership rosters provided by the Association.

E: CISA Coordinator shall:

• Promote preparation and maintenance of the Certified Information Systems Auditor designation for the chapter.
• Recommend related programs, activities, and communications supporting CISA preparation and maintenance.

F: CISM Coordinator shall:

• Promote preparation and maintenance of the Certified Information Security Manager designation for the chapter.
• Recommend related programs, activities, and communications supporting CISM preparation and maintenance.

G: Other General Director(s) shall:

• Serve in an advisory capacity.

H: Committees

• Separate committees may be appointed by the President, subject to a majority approval of the Chapter Board, at any time deemed necessary.

Section 1: Annual Elections

1. Annual election of all Officers and Directors shall be held at the regular spring Annual General meeting of the Chapter.
2. Officers shall be elected by ballot.
3. In the event there is only one candidate for any office, voting on that office may be by voice.

Section 2: Nominations

1. The Past President shall chair the Nominating Process and select, subject to approval by the Chapter Board, two additional members of the chapter who are not also board members for assistance. Subject to Chapter Board approval, the slate of nominees will be presented to the membership of the Chapter at the regular spring Annual General meeting
2. Other nominations may be made from the floor at the regular spring Annual General meeting.
3. Each candidate shall have consented to serve
4. The Officers and Directors except the immediate past president shall be elected by a majority vote at the regular spring Annual General Chapter meeting.
5. Newly elected Officers and Directors shall be installed at the first meeting of the Chapter Board following the Annual General meeting (normally the first summer meeting) and shall serve from that day until the regular spring Annual General meeting of the following year.

Section 1: Regular Meetings

Based on membership interest, the Chapter Board will determine the number, location, and frequency of chapter meetings and events each year. At a minimum, the chapter shall hold four meetings, including one for business requiring a membership vote, such as changes in bylaws, or the annual election of new Board members during the Annual General Meeting.

Section 2: Annual General Meeting

The regular spring meeting shall be known as the Annual General meeting and shall be for the purpose of electing 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 or the Chapter Board. At least one calendar week notice shall be given for any special meetings.

Section 4: Quorum

For the transaction of Chapter business requiring a vote, seven percent vote of its paid membership shall constitute a quorum.

Section 1: The Chapter shall forward all proposed By-laws changes to the Association, with changes indicated, as the Association Membership Board must give approval to all By-laws 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 By-laws with the Association’s By-laws and applicable country requirements.

The Chapter By-laws may be amended at any regular meeting, or any special meeting called for this purpose, by a two-thirds vote of the members present, provided such amendment has been adopted by two-thirds of the total number of Officers and Directors then in office. Notice of such amendment must be sent with the notice of such meeting at least ten days prior to the date of the meeting.

Section 2: Automatic Amendments

When amendments to the Association By-laws have an effect on this Chapter’s By-laws, such amendments shall automatically become effective for this chapter. Notice in writing shall be sent to the membership.