BYLAWS OF ISACA SILICON VALLEY CHAPTER
Effective: 17th April 2008
ARTICLE I. NAME
The name of this non-union, non-profit organization shall be ISACA Silicon Valley 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 entity independent from any other association, enterprise, or entity.
ARTICLE II. PURPOSE
Section 1. 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 and/or management consulting in, or direct management of the fields of IT governance, Information Systems (IS) audit, security, control and assurance.
Section 2. Objectives
A. 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;
B. To promote standardization and measurement of these skills and knowledge demonstrable by encouraging members to obtain the Association’s professional certifications;
C. To encourage an open exchange of IT governance, IS audit, security, control, and assurance techniques, approaches, and problem solving by its members;
D. 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;
E. To communicate to management, auditors, higher education institutions, and to IS professionals the importance of establishing controls necessary to ensure the effective organization and utilization of IT resources.
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. 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.
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 to hold office.
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 to hold office.
Section 2. Admission
A. 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.
· Comply with the Code of Professional Ethics established by the Association.
B. 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
A. Chapter dues shall be payable on or before 01 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.
D. 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
The regular meetings of the Chapter shall be held at least once a quarter, unless otherwise ordered by the Chapter Board.
Section 2. Annual General Meeting
The regular meeting in June shall be known as the Annual General Meeting and shall be for the purpose of electing new Chapter Officers, receiving reports from the outgoing Chapter Board Members, and for any other business that may arise.
Section 3. Special Meetings
Special meetings may be called by the President or by a majority of the existing Chapter Board members, or upon written request by 30 members of the Chapter. The purpose of the meeting shall be stated in the call. No business shall be transacted except that mentioned in the call of the special meeting.
Section 4. Mail or Electronic Voting
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 these bylaws.
Section 5. Quorum
The quorum for any regular, special or Annual General Meeting shall be 30 members. In absence of quorum at a regular meeting, no chapter business will be conducted. In the absence of quorum at a special or Annual General Meeting, the meeting will be adjourned, and reconvened one week later. The new date and time will be communicated to members.
Section 6. Act of the Membership
The affirmative vote of the majority of the members present at any regular or special meeting at which a quorum is present shall constitute an act of the membership.
Section 7. Notification
Members shall be notified at least 30 days in advance of the Annual General Meeting and at least 14 days in advance of any regular or special meeting, except in case of emergency. Meeting notifications may be made using any or all available communication channels including electronic media.
Section 8. Presiding Officer
All meetings will be presided over by the President of this Chapter or in accordance with the line of succession as noted in Article VI, Section 4 of these bylaws.
ARTICLE V. CHAPTER OFFICERS
Section 1. Chapter Officers
The Officers of the Chapter shall be 11 in number, constituting:
B. Vice President
C. Secretary
D. Treasurer
E. Academic Relations Director
F. Certification Director
G. Conference Director
H. Membership Director
I. Program Director
J. Marketing and Communications Director
K. Immediate Past President of the Chapter
Section 2. Duties of Chapter Officers
The Chapter Officers shall perform the duties prescribed by these bylaws, the Chapter Board, and the parliamentary authority adopted by the Chapter in the order specified.
A. The Chapter President shall:
· Preside at all meetings of the Chapter and the Chapter Board.
· Supervise the affairs and ensure continuity of all aspects of Chapter operations.
· Execute all orders and resolutions of the Chapter Board and enforce the Chapter bylaws.
· Appoint all standing committee chairpersons and other committees as authorized by the Chapter Board.
· Be an ex-officio member of all committees except the Nominating Committee.
· Represent the Chapter at Leadership Conferences and Presidents Council Meetings and other conferences and functions, where appropriate.
· Maintain communications with the Association and respond to Association inquiries.
· Present an annual report to members at the Annual General Meeting. This report should consist of reports from various Chapter Officers and Committees.
· Submit the annual report to the Association within 30 days after the Annual General Meeting.
· Supervise budgetary matters and proper internal control of finances.
· Perform additional duties as may be authorized and delegated by the Chapter Board.
B. 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.
· Assist with presidential responsibilities.
· Work with the Audit and Finance Committee and arrange for financial records audit.
· Coordinate and oversee the development and implementation of Program and Conference activities.
· Perform additional duties as may be authorized and delegated by the Chapter Board.
C. The Chapter Secretary shall:
· Issue meeting notices for the Chapter Board and Chapter.
· Take minutes of the meetings of the Chapter Board, membership meetings, and Annual General Meeting, and maintain a copy of the records for at least five years.
· Maintain accurate attendance records.
· Manage the legal affairs, Chapter reports, and communications and correspondence pertaining to the Chapter.
· Assist the President in the administration of Chapter membership meetings.
· Assume presidential duties, in the absence of President and Vice President.
· Perform additional duties as may be authorized and delegated by the Chapter Board.
D. The Chapter Treasurer shall:
· Be the custodian of Chapter funds.
· Receive and disburse such funds of the Chapter as required in the conduct of its affairs and activities, only upon the sanction of the Chapter Board, or the Chapter membership.
· Remit dues to the Association as required.
· Update the financial records on a monthly basis and submit a written report to the Chapter Board on a quarterly basis.
· Submit books and records for audit.
· File any and all tax forms required on a timely basis.
· Prepare an annual budget after consulting with other Officers of the Chapter.
· Submit the budget to the Chapter Board for approval prior to the beginning of the fiscal year to which it is applicable.
· Apprise the Chapter Board and document the rationale of any potential deficit budget.
· Perform additional duties as may be authorized and delegated by the Chapter Board.
E. The Academic Relations Director shall:
· Work with the Academic Relations Committee and liaise with higher education institutions.
· Meet with accounting and/or information systems student groups to promote ISACA membership and Certification; and encourage students to become ISACA members.
· Be familiar with university/college curricula.
· Plan and implement research grants, academic scholarships, endowment programs, or best student papers.
· Perform additional duties as may be authorized and delegated by the Chapter Board.
F. The Certification Director shall:
· Work with the Certification Committee and maintain a thorough understanding of the Certification Program and its policies.
· Maintain resource material related to certifications and promote accreditation by conducting exam preparation / review sessions.
· Manage the logistics for the certification review courses.
· Report to the Chapter Board on exam results and recognize members who pass the Certification exam and/or obtain Association’s professional certification at the Chapter meeting.
· Work with the Chapter Certification Committee to promote Certification continuing education (CPE) policy.
· Publicize the Certification program within and outside the Chapter.
· Provide feedback to the education department at ISACA International HQ to assist in the enhancement of future editions of training Certification study material and publications.
· Perform additional duties as may be authorized and delegated by the Chapter Board.
G. The Conference Director shall:
· Work with the Conference Committee and plan and manage all conferences including joint conferences with other Chapters and associations.
· Identify speakers and sponsors and plan event logistics with help from the Conference Committee.
· Update the Chapter Board on the progress of the conference planning.
· Perform additional duties as may be authorized and delegated by the Chapter Board.
H. The Membership Director shall:
· Maintain accurate membership listing.
· Disseminate membership lists as directed by Chapter Board with due regard to security and privacy issues.
· Conduct annual membership campaign to maintain and increase Chapter membership.
· Report membership concerns to ISACA membership department.
· Work with the Chapter Committee Chairs and ensure sufficient staffing in all committee activities.
· Work with the Education, Conference, Certification and Marketing & Communication Committees and implement surveys to identify membership needs and to improve attendance.
· Contact non-renewing members to determine reasons for discontinuation and persuade individuals to renew membership.
· Recommend and implement strategies for member retention.
· Develop and implement a Chapter membership award program for the Chapter year.
· Perform additional duties as may be authorized and delegated by the Chapter Board.
I. The Program Director shall:
· Work with the Education Committee and manage the Chapter’s programs.
· Identify speakers and topics for the programs with help from the Education Committee.
· Distribute and collect evaluation forms and compile results.
· Maintain and update the program planner.
· Send thank you notes to the speakers and the attendees.
· Provide biographical material of all speakers for publication in the Chapter newsletter.
· Build a library of program topics, course material and speakers.
· Perform additional duties as may be authorized and delegated by the Chapter Board.
J. The Marketing and Communications Director shall:
· Work with the Marketing and Communications Committee and ensure timely development and delivery of the Chapter newsletters and updates to the Chapter website.
· Identify and use appropriate means of disseminating information about events and the chapter (example: web postings, FAX lists, etc).
· Manage all public relations and communication-related activities with membership and other professional organizations.
· Conduct general marketing and publicity of the Chapter for ISACA initiatives and acquire any required marketing materials from ISACA International as authorized by the Chapter Board.
· Perform additional duties as may be authorized and delegated by the Chapter Board.
K. The Immediate Past President of the Chapter shall:
· Provide advice and guidance to the Chapter Board, as requested.
· Perform additional duties as may be authorized and delegated by the Chapter Board.
Section 3. Term of Office
A. The Chapter Officers, 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 or are removed from office. The term of office shall begin at the close of the Annual General Meeting at which they are elected.
B. No member shall hold more than one Chapter Office at a time.
C. No Officer shall be eligible to serve more than two consecutive terms in the same Chapter Office.
Section 4. Office Vacancies
A Chapter Officer can resign from his or her position at any time.
B. If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.
C. If a vacancy should occur in any office, except that of the President or immediate Past President, the vacancy shall be filled by Chapter Board-approved temporary appointment. Such appointment is subject to ratification by membership at the next regular or special meeting.
D. If a vacancy should occur in the office of immediate Past President, the position shall remain vacant until filled by routine succession.
E. 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.
Section 5. Removal of an Officer
Any or all Officers may be removed with or without cause by:
1. a majority vote of the Chapter Board only at a duly called meeting at which a quorum is present OR
2. the affirmative vote of a majority of members entitled to vote upon the election of such Officer under Article VII, Section 2:
a) at a duly held membership meeting or,
b) by written ballot in conformity with the California Law.
Section 6. Indemnification
The Chapter shall indemnify any and all of its Officers or former Officers or any person who may have served at its request or by its election as an 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 an Officer of the Chapter or of such other corporation, except in relation to matters as to which any such Officer or former 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/her official capacity and as to action in another capacity while holding such office.
ARTICLE VI. CHAPTER BOARD
Section 1. Composition
The Chapter Board shall consist of all Chapter Officers listed in Article V, Section 1.
Section 2. Duties
The Chapter Board shall:
A. Supervise the affairs and conduct the business of the Chapter between membership meetings.
B. Make recommendations to the membership.
C. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.
D. 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.
E. Act as the governing body of this Chapter and its action shall be final, unless otherwise specifically provided by these bylaws or those of the Association.
F. Provide for an independent audit of the financial affairs of the Chapter, annually, and at such other times as it may deem advisable.
Section 3. Authority
The Chapter Board shall have the authority to:
A. Expend funds allotted in the approved budget
B. Authorize non-budgeted expenditures not to exceed $2,000 without prior approval of the membership.
C. By a two-thirds vote of the Chapter Board, recommend to the Association the termination of membership for any Chapter member who, in the Chapter Board’s judgment, has violated the bylaws or who has been guilty of conduct detrimental to the best interests of the Chapter or Association. Such termination by the Association shall be final and shall cancel all rights, interest, or privileges of such members in the services or resources of the Chapter.
Section 4. Chapter Board Meetings
The Chapter Board shall hold at least one meeting every quarter, at such time and place as it may choose.
The Chapter Board shall have the option to hold meetings of the Chapter Board 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 Chair 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 not be recorded in the minutes. The minutes of the meeting shall be approved at the next in-person meeting.
At all meetings of the Chapter Board, the President, if present, shall act as Chairperson. In the absence of the President, the Vice President shall act as the Chairperson. In the absence of the President and the Vice President, the Secretary will act as the Chairperson. In the absence of the President, Vice President and the Secretary, the members of the Chapter Board who are present shall by majority vote, choose one among them to act as Chairperson for that meeting.
An emergency Chapter Board Meeting can only be called by the President and three Chapter Board Members. In the absence of the President, the Vice President will have the authority to call an emergency meeting with three other Chapter Board Members. Decisions made during emergency Chapter Board Meetings shall be ratified at the next regular Chapter Board Meeting.
Section 5. Notification
Notice of Chapter Board Meetings shall be given in writing, to each member of the Chapter Board 48 hours in advance of the meeting, and shall be posted electronically to a common email group, or as the Chapter Board may otherwise direct. Any failure in delivery of such notices by individual Chapter Board Members shall NOT invalidate the meeting or any action taken or proceedings thereat. Written notice may be waived by unanimous consent of the Chapter Board.
Section 6. Quorum
A majority of the Chapter Board shall constitute a quorum.
Section 7. Action
The affirmative vote of the majority of the Chapter Board members present at a meeting at which a quorum is present shall constitute an act of the Chapter Board.
Section 8. Insurance
The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.
Section 9. Expenses and Compensation
Chapter Board members and members of the Committees may receive such reimbursement for expenses as may be fixed or determined by the Chapter Board. Chapter Board members shall not be paid any compensation for their services, except in those special cases, when designated by the Chapter Board, where the Chapter Board member shall be appointed to fill a paid position.
ARTICLE VII. NOMINATIONS AND ELECTIONS
Section 1. Chapter Nominations
A. The Chapter Board shall solicit and select volunteers to form a three-member Nominating Committee at a meeting 3 months prior to the upcoming Annual General Meeting. Current Chapter Board members may serve on this committee; however no members of the Nominating Committee will be eligible to stand for upcoming elections for that term.
B. The Nominating Committee shall solicit or accept nominations in written form only, from the Chapter membership for offices to be filled at the Annual General Meeting.
C. The Nominating Committee shall have sole discretion regarding the nominations except where conflicts with the bylaws occur.
D. Persons removed from the board, other than due to resignation, shall be ineligible for nomination to any chapter board position for a period of 36 months from the date of such removal.
E. The Nominating Committee shall follow such procedural rules as prescribed by the parliamentary authority adopted by the Chapter.
F. The Nominating Committee shall formally present the report to the membership at the Annual General Meeting.
G. The Nominating Committee shall advise the Chapter Board of the Committee’s nominations, upon request.
H. Nominations for all positions shall close 3 days prior to the election. No floor nominations shall be permitted on the day of the election.
I. Candidates shall not be permitted to nominate themselves for multiple positions.
J. All candidates must be members and 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
A. All Chapter Officers shall be elected by the membership of the Chapter by ballot, or in the event there is only one candidate for any office, voting on that office may be by voice.
B. A member can serve only in one office at a time.
C. The Chapter Board shall determine by resolution whatever other procedures it deems necessary to conduct Chapter elections in a proper, reasonable, non-biased and accurate manner.
D. All members present in person shall be eligible to vote at the Annual General Meeting.
ARTICLE VIII. CHAPTER COMMITTEES
Section 1. Standing Committees
There shall be the following standing committees:
A. Academic Relations Committee
B. Audit and Finance Committee
C. Bylaws Committee
D. Certification Committee
E. Conference Committee
F. Education Committee
G. Marketing and Communications Committee
H. Membership Committee
I. Advisory Committee
J. Executive Committee
K. Nominating Committee
Section 2. Duties of Standing Committees
A. The Academic Relations Committee shall assist the Academic Relations Director in building relationships with local higher education institutions to promote awareness of ISACA, the CISA certification, and the CISM certification.
B. The Audit & Finance Committee shall assist the Chapter’s Vice President and Treasurer by completing an annual audit of the Chapter accounts at the close of the fiscal year, and reporting the results to the Chapter Board within a month during the next fiscal year.
C. The Bylaws Committee shall report to the Chapter Board and shall maintain the Chapter 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 any local laws, examine the consistency of the proposed change with other provisions of the bylaws and with those of the Association, and suggest wording for proposed changes.
D. The Certification Committee shall assist the Chapter’s Certification Director in promoting the Certification examinations and professional designations, and shall provide assistance in planning and conducting Chapter’s exam review courses.
E. The Conference Committee shall assist the Conference Director in supporting the Chapter’s annual conference and the joint conferences with other Chapters and associations.
F. The Education Committee shall assist the Program Director in recommending and overseeing the monthly and quarterly programs of professional education, except exam review courses and conferences.
G. The Marketing & Communications Committee shall assist the Marketing and Communications Director in supporting all public relations and communication-related activities such as, but not limited to, the newsletter, the website, and the development of relationships with other professional organizations.
H. The Membership Committee shall assist the Membership Director in promoting 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 and forward applications for membership to the Association. The committee shall also be responsible for enlisting chapter members’ participation in other chapter committees.
I. The Advisory Committee shall be composed of past Chapter Presidents and shall be called upon as needed to assist the Chapter Board on Chapter matters.
J. The Executive Committee shall be composed of the President, Vice President, Secretary and Treasurer and shall have the delegated power to act for the Chapter Board between meetings of the Chapter Board. Such delegated power is subject to the ratification of the actions of the Executive Committee at the next Chapter Board Meeting and also subject to any limitation the Chapter Board may from time to time impose on the Executive Committee. The Executive Committee may not, at any time, take or adopt any action contrary to a previously adopted resolution of the Chapter Board without its concurrence and approval. The Executive Committee shall carry out all actions directed and all policies adopted by the Chapter Board, and shall keep the Chapter Board fully informed of its actions, in a timely manner.
K. The Nominating Committee shall be formed per Article VII, Section 1 and shall perform functions as specified in Article VII, Section 1 of these bylaws.
Section 3. Special Committees
Special committees may be created and dissolved as necessary by the chapter membership or the Chapter Board.
Section 4. Reporting
Members of the Committees report to the Chair of their respective Committees.
ARTICLE IX. DISSOLUTION
To effect dissolution of the Chapter, these bylaws must be rescinded by 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 go to a welfare, education or civic project designated by the Chapter membership, pursuant to Section 501 (c) (6) of the US Internal Revenue Code with the approval of the Association’s International President and Chief Executive Officer.
ARTICLE X. 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 XI. AMENDMENT OF CHAPTER BYLAWS
Section 1. Amendment Process
These bylaws may be amended at any regular meeting by a two-thirds (2/3) vote of the members present, provided that the amendment has been adopted by two-thirds (2/3) of the Chapter Board and has been submitted in writing at the previous regular meeting, or has been mailed to the entire Chapter membership at least ten (10) days prior to the meeting at which it will be considered.
Section 2. Approval
The Chapter shall forward all bylaws changes and all amendments to the Association, with changes indicated, as the Association Membership Board must give approval to all bylaws changes prior to submitting for vote by the Chapter membership. The Chapter Board shall conduct annual, during each fiscal year in the month of June, a comparison of the Chapter practices to the bylaws. The Chapter Board must ensure the compliance of the bylaws with the Association’s bylaws and applicable government requirements.
ARTICLE XII. AMENDMENT OF ASSOCIATION BYLAWS
When, as, and if amendments to the Association bylaws have an effect on this Chapter’s bylaws, such amendments shall automatically become effective for this Chapter. Notice in writing shall be sent to the membership.
ARTICLE XIII. FINANCES
Section 1. Fiscal Year
The fiscal year of this Chapter shall be July 1 – June 30.
Section 2. Chapter Dues
Chapter dues shall be in addition to the Association’s dues and are at the discretion of the Chapter. The Chapter Board shall establish the amount of dues.
ARTICLE XIV. OTHER CHAPTER PROVISIONS
Section 1. Effective Date
These bylaws shall become effective on the date approved by the membership.