Bylaws of ISACA Winchester Chapter (212)
Effective 20th September 2010
Article I Name
The name of this non-union non-profit organisation shall be the ISACA Winchester Chapter (hereinafter referred to as the “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
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, Information Systems (IS) audit, security, control and assurance.
The objectives of the Chapter are;
- To promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of IT governance, IS audit, security, control and assurance;
- To encourage an open exchange of IT governance, IS audit, security, control, and assurance techniques, approaches, and problem solving by its members;
- To promote adequate communication to keep members abreast of current events in IT governance, IS audit, security, control and assurance that can be of benefit to them and their employers;
- To communicate to management, auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organisation and utilisation of IT resources; and
- To promote the Association’s professional certifications and IT governance.
Article III Memberships and dues
Section 1 Classification 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.
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 hold office.
- 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.
- 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 enrolment shall be submitted annually. Student members shall be entitled to vote and hold office at the Chapter level.
Section 2 Admission
- Potential members shall;
- Meet the requirements of membership as outlined in Article III, Section 1
- Complete an Association membership application form
- Pay required dues to the Chapter and the Association
- Follow the Code of Professional Ethics of the Association.
- Membership in the Association shall be conferred upon an individual when the association has received the required Association dues for that individual.
Section 3 Dues
- Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board, plus Association dues.
- A member whose dues are in arrears for more than 60 days shall no longer be deemed a Chapter member.
- A member shall forfeit Association membership if dues have not been paid to the Association and to the Chapter as required.
- Resignation – any member who resigns shall not be entitled to a refund of his/her annual membership dues.
Article IV Chapter Meetings
Section 1 Regular Meetings
Regular meetings of the Chapter membership shall be held on the 3rd Wednesday of each month, from Sept to June, unless otherwise ordered by the Chapter Board.
Section 2 Educational Sessions
Educational sessions of the Chapter membership shall be held on an as hoc basis – unless otherwise ordered by the Chapter Board.
Section 3 Annual General Meeting
The regular meeting in June shall be known as the annual 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 4 Special Meetings
Special meetings may be called by the President, the Chapter Board or upon written request by ten of the 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 the bylaws.
Section 6 Quorum for Chapter Meetings
The quorum for any regular, 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 at any chapter meeting shall constitute an act of the membership.
Section 8 Notification
Members shall be notified 30 days in advance of the annual general meeting. Members shall be notified at least 10 days in advance of any regular meetings or special meetings, except in case of emergency. Notification may be by postal mail, by email or by telephone.
Article V Chapter Board
Section 1 Chapter Officers
The Officers of the Chapter shall be 7 in number, constituting:
- Vice President
- Membership Director
- Certification Co-ordinator
- Immediate Past President
The Chapter Officers may co-opt up to four members of the Chapter to assist in the functioning of the Chapter. All such co-opted members shall have full Board member voting rights.
The Chapter Board shall consist of the Chapter officers and co-opted members.
Section 2 Term of Chapter Office
- The Chapter Officers, except the immediate Past President, shall be elected annually 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 the office shall begin on 1st July and continue through 30th June of each year.
- 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.
- The Chapter President shall;
- Preside at all meetings of the Chapter and the Board,
- Appoint all sub-committee chairpersons and other committees as authorised by 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) and other conferences and functions, where appropriate or appoint another Chapter board member as a representative,
- 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 inquiries,
- Be responsible for submission of the required annual chapter reports to the Association within 30 days after the annual meeting,
- Supervise budgetary matters and proper internal control of finances,
- Perform other duties that pertain to the office of President, or which may be delegated by the Chapter Board, and
- Arrange distribution of material from the ISACA International
- The Chapter Vice President shall;
- Co-ordinate the Chapter membership events/regular evening meetings,
- Chair the Chapter’s Conference Committee,
- Presided 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 that pertain to this office.
- 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 record, and communications and correspondence pertaining to the Chapter,
- Assist the President in the administration of chapter membership meetings,
- Ensure the Chapter’s Data Protection Registration is maintained,
- Ensure the Chapter’s liability insurance is maintained, and
- Perform other duties that pertain to this office.
- 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, authorize expenditures from, or transfers of funds from/to, the Chapter’s Sterling accounts 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 that pertain to this office
- The Chapter Membership Director shall;
- Establish new member initiatives.
- Maintain accurate lists of members,
- Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy issues,
- Report on membership data from the Association,
- Coordinate plans for maintaining and increasing chapter membership,
- Chair the Chapter’s Education Committee,
- Send monies to Treasurer (or bank direct and notify of date/amount),
- Authorise ISACA HQ to make deductions from Chapter Credit in lieu of membership dues paid directly to the Chapter in the UK,
- Send membership details to ISACA International,
- Provide membership details/changes to President and Treasurer, and
- Perform other duties as pertain to this office.
- The Chapter Certification Co-ordinator shall;
- Handle examination enquiries,
- Maintain resource material related to CISA/CISM/CGEIT/CRISC/CSX certifications,
- Promote certification accreditation with the Chapter membership, including exam preparation sessions,
- Maintain exam participation rate to sustain the local area as an exam writing site,
- Report to Chapter Board on exam results,
- Act as a liaison between exam participants and the Association,
- Notify Membership Director of membership enquiries,
- Organise CISA, CISM, CGEIT, CRISC, and CSX courses (liaise with course provider),
- Liaise with ISACA International in relation to certification matters, and
- Perform other duties as pertain to this office.
- The immediate Past President of the Chapter shall;
- Provide advice and guidance to the new President and Chapter Board, and
- Perform other duties that pertain to this office.
Section 4 Chapter Board Vacancies
- If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.
- If a vacancy should occur in any other office, except that of immediate Past President, the vacancy shall be filled by the Chapter Board.
- If a vacancy occurs in the office of immediate Past President, the vacancy shall remain until filled by routine succession.
- 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
- Nominations shall be open, and will be declared open by the president at the regular meeting in the month of May. Nominations will then be accepted from the floor from any member of the Chapter.
- 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
- Officers shall be elected by ballot.
- 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 Chapter officer’s and up to four co-opted members as defined in Article V, Section 1.
Section 2 Duties
The Chapter Board shall;
- Supervise the affairs and conduct the business of the Chapter between business meetings.
- Make recommendations to the membership.
- Be subject to the orders of the membership.
- Meet monthly at a time and place and in a manner determined by the Chapter Board.
- 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;
- Approve the annual budget.
- Expend funds allotted in the approved budget.
- Authorise non-budgeted expenditures not to exceed £10,000 without prior approval of the membership.
Section 4 Quorum
A majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting.
Section 5 Insurance
The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.
Article VIII Chapter Committees
There shall be the following standing committees: program, membership, education, audit, long range planning, bylaws, and chapter conference.
Their duties are outlined below.
Section 2 Duties of Chapter Committees
- The program committee shall develop and implement the Chapter training and development events for the year.
- 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 the forward applications for membership to the Association.
- The Education committee shall recommend and oversee seminars and a program of professional education
- 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).
- 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 the 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.
- The Bylaws committee shall report to the chapter board and shall maintain the bylaws. 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 local laws, examine the consistency of the proposed change with other provision of the bylaws and with those of the Association, and suggest wording for proposed changes.
- The Chapter Conference Committee shall; book venue and liaise with venue representative, book/liaise with speakers, organise/make conference publicity material/mailing brochure, prepare handouts, organise front desk, registration, name badges etc, make/distribute mailing (in conjunction with President), handle bookings – issue confirmations/receipts raise invoices, send monies to Treasurer (or bank direct and notify of date/amount)
Section 3. Special Committees
Other committees may be created as necessary by the Chapter Board.
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 of former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for wilful 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 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 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, and 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 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 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 the amendment has been submitted in writing at the previous meeting, or 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 a periodic, ideally 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 country of state requirements.