BYLAWS

BYLAWS OF

THE ISACA SAN DIEGO CHAPTER

Effective: May 1, 2015

Article I.   Name

The name of this non-union, non-profit organization shall be the Information Systems Audit and Control Association (ISACA) San Diego 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

Chapter’s 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, 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 promote the advancement of IS audit, security, and governance careers;
  • To communicate to business entities, organizations, auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources; and,
  • 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.

  1. 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. Members shall be entitled to vote and to 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 or part-time student currently enrolled in a degree program of an accredited college or university, subject to rules established by the Association Board. Student members shall be entitled to vote and hold office at the Chapter level.

Section 2.   Admission

The following are the requirements for admission to the Association and the Chapter:

  1. 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; and,
    4. Follow the Code of Professional Ethics of the Association.
  2. 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

  1. Chapter dues shall be payable on or before January 1st 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. Upon receipt of past-due dues, the member will be reinstated with all rights and privileges associated with membership in the Chapter.
  3. Resignation — any member who resigns from the Chapter and the Association 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 monthly unless otherwise ordered by the Chapter Board and shall be for the purpose of conducting the regular business of the Chapter.  Meetings will have the educational content and length necessary to provide a minimum of at least one (1) Continuing Professional Education (CPE) credit.

Regular-Meeting Sponsorship:  Monthly meetings may be sponsored and the sponsor of the meeting will be offered a five (5) to ten (10) minute window to present their services.  The sponsor will be required to pay a fee, determined by the Board, to help cover monthly meeting expenses.

Section 2. Educational sessions

Educational sessions of the Chapter membership shall be held monthly, at the same time and venue as the Regular Meetings, unless otherwise ordered by the Chapter Board.

Section 3.   Annual General Meeting            

The annual general meeting shall be held in November and shall be for the purpose of electing Officers, receiving reports of Officers and committees, and for any other business that may arise. The date and location of the annual general meeting shall be determined by the Chapter Board.

Section 4.   Special Meetings          

Special meetings may be called by the President, the Chapter Board, or upon written request by 5 or more of the members of the Chapter. 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 Chapter membership voting on resolutions approved by the Chapter Board.

Section 6.   Quorum for Chapter Meetings   

The quorum for any regular, annual general, or special meeting shall be a minimum of 20 members. In absence of a quorum, the meeting will be adjourned, and reconvened one month 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, Chapter website, or by telephone.

Article V.   Chapter Officers

Section 1.   Chapter Officers

The Officers of the Chapter shall be at a minimum 5 in number, constituting:  President, Vice President, Secretary, Treasurer, and Immediate Past President.  Additional Directors may be appointed by a majority vote of the Board at the discretion of the Board.

Section 2.   Term of Chapter Officers

  1. The Chapter Officers, except the immediate Past President, shall be elected for a term of two (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 or a date designated by the Board.
  2. No member shall hold more than two Chapter offices at a time, and no member shall be eligible to serve more than two consecutive terms in the same Chapter office unless agreed to by the Board of Directors and approved by the Chapter’s members in an election.

Section 3.   Duties of Chapter Officers

The Chapter Officers shall perform the duties prescribed by these bylaws as well as the specific requirements for each Board of Director’s position as outlined by ISACA.  Detail on the requirements can be found on the Chapter Portal section of the ISACA website (www.isaca.org/chapterportal).

The Chapter President shall:

  • Preside at meetings of the Chapter and the Chapter Board;
  • Appoint all committee chairpersons and members;
  • Be an ex-officio member of all committees except the Nominating Committee;
  • Represent the Chapter at Leadership Conferences, 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 enquiries;
  • Be responsible for submission of the required annual chapter reports to the Association within 30 days after the annual general meeting;
  • Supervise budgetary matters and proper internal control of finances; and,
  • Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.

The Chapter Vice President shall:

  • Preside 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 as 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 records, and correspondence pertaining to the Chapter;
  • Assist the President in the administration of Chapter membership meetings; and,
  • Perform other duties as 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 on the Chapter’s finances as requested by the Board, but at a minimum of once per year;
  • In concert with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account 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 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 as pertain to this office.

The Communications Director(s) shall:

  • Maintain electronic lists of members and guests;
  • Forward information on events and other pertinent information to e-mail lists in collaboration with the Programs Director;
  • Identify and use other means of disseminating information about events and the Chapter, where appropriate; and,
  • Perform other duties as pertain to this office.

The Membership Director(s) shall:

  • Maintain accurate lists of membership;
  • Disseminate membership lists as directed by Chapter Board, with due regard to security and privacy issues;
  • Report on membership data from the Association;
  • Welcome new members to the Chapter;
  • Coordinate plans for maintaining and Increasing Chapter membership; and,
  • Perform other duties as pertain to this office.

The Certification Director(s) shall:

  • Maintain resource material related to each of ISACA’s certifications;
  • Promote ISACA’s accreditations within 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;
  • Congratulate members receiving new certifications;
  • Act as a liaison between exam participants and the Association; and,
  • Perform other duties as pertain to this office.

The Marketing Director(s) shall:

  • Conduct general marketing and publicity of the Chapter, ISACA’s certifications, COBIT, the Association, and any other new initiative;
  • Coordinate initiatives involving partnerships and alliances;
  • Acquire any required marketing materials from ISACA International as authorized by the Chapter Board;
  • Exercise general policy control and direction of any mail-out kits, publications, editorial or advertising which the Chapter may issue, authorize or sponsor under the direction of the Chapter Board; and,
  • Perform other duties as pertain to this office.

The Academic Relations Director(s) shall:

  • Liaise with academic institutions;
  • Establish opportunities to brief appropriate classes of academic institutions on ISACA, its certifications, and IT governance;
  • Coordinate scholarship initiatives approved by the Chapter Board;
  • Liaise with appropriate professors, and where appropriate take steps to establish an “Academic Advocate” program in local academic institutions; and,
  • Perform other duties as pertain to this office.

The Director 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 a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.
  2. If a vacancy should occur in the offices of Vice President, Treasurer, or Secretary, the Board will appoint an interim Board member to fill the vacant Board member’s functions. An election will be scheduled within 120 days to fill the vacant position(s). Should any director or other assigned Board position become vacant, the Board will appoint replacements.
  3. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.
  4. 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

  1. Nominations shall be open, and will be declared open by the President at the regular meeting in the month of October. Nominations will then be accepted from the floor from any member of the Chapter.  Elections will be held in November and the new Board members will assume responsibilities beginning in January.
  2. 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

  1. Officers for the offices of President, Vice President, Secretary, and Treasurer will be elected by the Chapter consistent with Article V Section 2.
  2. 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 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 Regular meetings;
  2. Make recommendations to the membership;
  3. Be subject to the orders of the membership;
  4. Meet minimally four times annually at a time and place determined by the Chapter Board;
  5. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter; and,
  6. Conduct regular or special meetings of the Chapter Board, which may be held electronically. 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 President 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 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 (Checks for payments in excess of $750.00 require the signatures of both the President and the Treasurer); and,
  3. Reimburse Board members for reasonable and customary expenses associated with the Chapter’s function provided that these expenses have been authorized by a minimum of three (3) Board members.

Section 4.   Fiscal Year & Annual Financial Statements

  1. The fiscal year of the Chapter shall run from January to December unless otherwise established by the Chapter Board.
  2. The Chapter Board shall ensure that annual financial statements are prepared, approved by the Chapter Board, presented to members at the annual general meeting, and submitted as part of the Chapter Annual Report to the Association.
  3. The Chapter Board authorizes an independent audit of the financial affairs of the Chapter annually, or at such times as may be deemed advisable.
  4. The Chapter Board authorizes reasonable and customary fees to be paid to the independent auditor to perform an annual audit of the chapter’s finances.

Section 5.  Insurance

The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.

Section 6.   Quorum for Board Meetings      

The quorum for any Board meeting shall be 5 Board members. In absence of a quorum, the meeting will be adjourned, and reconvened one month later. The new date and time will be communicated to Board members.

Article VIII.   Chapter Committees

Section 1.   Program Committee     

There shall be a Program Committee with the objective of developing and implementing the Chapter training and development events for the year.

Section 2.   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 or former Director or Officer or person shall be adjudged in such action, suit or proceeding to be liable for willful 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 a two-thirds (2/3) vote of the Chapter 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 Section 501 (c) of the US Internal Revenue Code 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 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 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 their 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 or state requirements.

* * * * *