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CHAPTER BY-LAWS
CHARLOTTE CHAPTER
INFORMATION SYSTEMS AUDIT AND CONTROL ASSOCIATION
REVISED JANUARY 2006
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Article I - Name
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Article II - Purpose
and Objectives
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Article III -
Membership
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Article IV - Finances
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Article V - Board of
Directors
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Article VI -
Officers/Directors and Duties
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Article VII -
Nominations and Elections
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Article VIII -
Meetings and Chapter Programs
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Article IX-
Parliamentary Authority
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Article X - Amendments
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Article XI -
Dissolution
Article I Name
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.
Article II Purpose and Objectives
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:
(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, IS audit and control, and IT governance;
(b) To
encourage an open exchange of IS audit and control, quality
assurance, and security techniques, approaches, and problem
solving by its members;
(c) 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;
(d) 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
(e) To
promote the Association’s professional certifications.
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.
A.
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.
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.
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
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
A.
Chapter dues shall be payable on or before 15 January of each
year, in an amount determined by the Chapter Board, plus
Association dues.
B.
A member whose dues are in arrears for more than 60 days shall no
longer be deemed a member.
C.
A member shall forfeit membership if dues have not been paid to
the Association and to the Chapter as required.
Article IV Finances
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.
Article V Chapter Board
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
A.
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.
B. 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.
Article VI Chapter Board – Authority and Officer Responsibilities
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
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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.
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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:
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Be
responsible for promoting interest in the chapter
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Conducting membership drives
·
Completing the annual chapter directory
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Recommending applications for membership
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Establish and maintain academic contacts to promote the chapter and
increase membership.
D: Communication Director shall:
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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:
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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:
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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.
Article VII Nominations and Elections
Section 1:
Annual Elections
(a) Annual
election of all Officers and Directors shall be held at the regular
spring Annual General meeting of the Chapter.
(b) Officers
shall be elected by ballot.
(c) In the
event there is only one candidate for any office, voting on that
office may be by voice.
Section 2:
Nominations
(a)
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
(b) Other
nominations may be made from the floor at the regular spring Annual
General meeting.
(c) Each candidate shall have consented to
serve
(d) The Officers
and Directors except the immediate past president shall be elected by a
majority vote at the regular spring Annual General Chapter meeting.
(e) 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.
Article VIII
Meetings
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.
Article IX
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.
Article X
Amendments
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.
Article XI
Dissolution
To effect dissolution of
the Chapter, these By-laws must be rescinded by a two-thirds vote of the
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 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 with the approval of the Association’s International President and
Chief Executive Officer.
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