CHAPTER BY-LAWS
CHARLOTTE CHAPTER
INFORMATION SYSTEMS AUDIT AND CONTROL ASSOCIATION

                                                REVISED MAY 2001

Article I     Name

The name of this organization shall be the Charlotte Chapter of the Information Systems Audit and Control Association, Inc., commonly known as ISACA, and hereinafter referred to as the "Association".

Article II    Purpose and Objectives

The primary purpose of the Association is to promote the education of the individual for the improvement and development of their capabilities relating to the auditing of and/or management consulting in the field of Information Systems Control, pursuant to Section 501(c)(6) of the Internal Revenue Code of 1986.  Information Systems Control is defined as the common body of knowledge required to sustain and support Information Systems Auditors, Information Systems Security professionals, Information Systems Control specialists, Information Systems Quality Assurance professionals and other related disciplines at both the operational and management levels.

More specifically the objectives of the Association are:

(a) to promote the education of and help expand the knowledge and skills of its members in the interrelated fields of Auditing, Security, Quality Assurance and Information Systems Controls;

(b) to encourage a free exchange of Information Systems Controls techniques, approaches, and problem solving by its members;

(c) to provide adequate communication to keep members abreast of current events in Information Systems Control which can be beneficial to them and their employers; and

(d) to communicate to management, auditors, and to Information Systems professionals the importance of establishing controls necessary to ensure the effective organization and utilization of information systems resources.

Article III      Membership

Membership in this chapter shall be in accordance with Article III of the Association By-Laws.

Article IV      Finances

Section 1:     Fiscal Year

The fiscal year of this chapter shall be January 1 to December 31.

Section 2:     Dues

Annual dues for chapter membership shall be established by the Board of Directors.

Article V       Board of Directors

Section 1:     Organization

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

Section 2:     Vacancies

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

Section 3:     Duties and Responsibilities

The Board of Directors shall be the governing body of this chapter and its actions shall be final.

The Board of Directors 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 dues paying members in good standing shall be eligible to serve as an Officer/Director.

Section 4:     Meetings

(a) The Board of Directors shall meet at least semi-annually at a time and place selected by the Board.

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

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

(d) At all meetings of the Board of Directors, 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 Board shall determine who presides.

(e) Notice of meetings of the Board of Directors shall be given to each Director in writing no less than two 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 there at.  Notice may be waived by unanimous consent of the Directors in writing.

Article VI      Officers/Directors and Duties

Section 1:     Officers/Directors

The officers of the Chapter shall be President, Vice President, Secretary, and Treasurer.  The directors include:  Programs Director, Communications Director, Membership Director, and at least one General Director (the immediate Past President). Additional General Director(s) may be elected if membership interest warrants.Director,.  These officers/directors shall serve for approximately Chapter Program year, usually from the date of the first Summer Board meeting until the first Summer Board meeting of the following year.  All positions shall report to the President.

Section 2:     Duties of the President

The President shall serve as Chairman of the Board of Directors and shall be the chief executive officer of the Chapter and preside at all meetings of the membership.  He shall have the general powers and duties and management usually vested in the office of the President.  The President shall also have such other powers and duties as may be prescribed by the Board of Directors or by the by-laws.  The President shall also serve as a member of the Regional Chapters President's Council or similar governing body.

Section 3:     Duties of the Vice President

The Vice President shall, in the absence of or disability of the President, perform all the duties of the President.  Additionally, the Vice President shall (a) assist the Programs Director in program speaker selection, (b) conduct annual chapter surveys to document chapter interests for the coming year, and (c) arrange an independent audit of the Chapter books at the fiscal year-end (or at other times as it may be deemed necessary).

Section 4:     Duties of the Treasurer

The Treasurer shall be responsible for the financial affairs of the Chapter, for the performance of all duties incident to the office of the Treasurer and such other duties as may from time to time be assigned by the Board of Directors.  For each chapter program, the Treasurer shall assist the Programs Director in maintaining records of revenue and costs. 

The Treasurer shall have power to receive and to disburse such funds of the Chapter, subject to the approval of the Board of Directors, and/or authorization of appropriate Director, from an approved Director budget.

Section 5:     Duties of the Secretary

The Secretary and shall be responsible for keeping minutes of the proceedings at the Board of Directors meetings and shall retain communications pertaining to the affairs of the Chapter.   The Secretary shall be responsible for the proper management, organization, and documentation of the Chapter's legal affairs, and other such duties that may be authorized and delegated by the Board of Directors.

Section 6:     Duties of the General Director(s), including the Past President

The Past President shall be responsible for chairing the Nomination Process to develop and present the slate of new Chapter Officers/Directors for the coming chapter year.  In addition, any General Director shall be responsible for (a) assisting the Programs Director in speaker selection for all programs, and (b) establishing academic contacts and organizing Chapter presentations to the local universities.

Section 7:     Duties of the Membership Director

The Membership Director shall be responsible for promoting the interest in the chapter, conducting membership drives, completing the annual chapter directory, and recommending applicants for membership.  This Director shall also assist the General Director(s) in establishing academic contacts to promote the chapter and increase membership.

Section 8:     Duties of the Programs Director

The Programs Director shall be responsible for preparing and recommending the chapter programs for the year, including social gatherings, technical training seminars/conferences, CISA preparation for members and non-members, and other events to benefit members.

For each program, this director is responsible for obtaining speakers for all programs and arranging meeting facilities, multimedia equipment, and catering.  The Director shall also 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.

The Vice President, General Director(s), and Communications Director will assist this Director in these duties, including presiding at the various Chapter programs.  This Director shall present its recommendation to the Board of Directors for approval prior to scheduling the program or entering into any contracts with speakers, facilities, or services.

Section 9:     Duties of the Communications Director

The Communication Director shall be responsible for maintaining and updating all chapter communications, including the chapter website and paper and electronic communications.  The Director shall ensure all communication vehicles (website, email, newsletters, etc.) provide consistent, current information regarding chapter benefits and publicize chapter activities.   The Directors is responsible for soliciting input on content from the Board and the membership, and for developing and maintaining a communications policy to recommend to the Board.  This policy should include a provision for advertising space in chapter communications.  All advertisements will be reviewed by the President or its designate prior to printing.

This Director shall work with the Membership Director to ensure chapter mailing lists are consistent with international membership rosters.

Section 10:   Committees

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

Article VII     Nominations and Elections

Section 1:     Annual Elections

Annual election of all Officers and Directors shall be held at the Spring meeting of the Chapter.

Section 2:     Nominations

(a) The Past President shall chair the Nominating Process.  Subject to Board approval, the slate of nominees will be presented to the membership of the Chapter at the Spring meeting.

(b) Other nominations may be made from the floor at the Spring meeting.

(c) The Officers and Directors shall be elected by a majority vote at the Spring Chapter meeting.

(d) Newly elected Officers and Directors shall be installed at the first Summer meeting of the Board of Directors and shall serve from that day until the first Summer meeting of the following year.

Article VIII    Meetings and Chapter Programs

Section 1:     Meetings and Chapter Programs

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

Section 2:     Quorum

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

Article IX      Parliamentary Authority

All points not specifically covered in these By-Laws shall be governed by the rules contained in Robert's Rules of Order Revised.

Article X       Amendments

Section 1:     Requirements

The 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, as, and if amendment to the Association By-Laws shall 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.

Article XI      Dissolution

To effect dissolution of the Chapter, these bylaws must be rescinded by a two-thirds (2/3) vote of the membership after ten (10) days notice has been mailed to each member.  In the event of dissolution, the Chapter shall notify the Executive Director 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 International office.  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 U. S. Internal Revenue Code.