Bylaws and Articles of Incorporation 


  ISACA Bylaws 
  ISACA Articles of Incorporation


ARTICLE I: Name and Principle Office
ARTICLE II: General Purpose
ARTICLE III: Membership
ARTICLE IV: Board of Directors
ARTICLE V: Officers
ARTICLE VI: Committees
ARTICLE VIII: Prohibited Transactions
ARTICLE IX: Books and Records
ARTICLE X: Annual and other Reports
ARTICLE XI: Indemnification and Insurance
ARTICLE XII: Miscellaneous





A California Nonprofit Mutual Benefit Corporation

(a)  Voting Members.  The Corporation shall have Voting Members, which shall be divided in separate classes as set forth by the Board in the Voting Member Classes Document. Any person dedicated to the purposes of the Corporation and meeting the qualifications described in the Membership Qualifications Document as set forth by the Board shall be eligible for a voting membership on acceptance of the membership application by the Corporation and timely payment of such dues, fees and assessments as the Board may fix from time to time.  All references to “member” or “members” in these Bylaws shall be to Voting Members only.

In the event the membership of a Director or an Elected Officer is terminated for any reason, his or her position as Officer and/or Director of the Corporation shall automatically terminate and be vacant.

Notwithstanding the foregoing,

If the Corporation has one hundred (100) or more members, any written ballot distributed to ten or more members shall provide that, subject to reasonable specified conditions, if the person solicited specifies a choice in any such matter, the vote shall be cast according to that specification.

If not otherwise fixed by the Board, the record date for determining members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.

If not otherwise fixed by the Board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be the date on which the Board adopts the resolution relating to that action, or the 60th day before the date of that action, whichever is later.

For purposes of this Section 3.14 of this Article, a member in good standing at the close of business on the record date shall be a member of record.

In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

Except as provided in Article VIII below, an individual person who performs the duties of a Director in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a Director, including, without limiting the generality of the foregoing, any actions or omissions that exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated.

  • A minimum of two hundred and fifty (250) members shall have signed the petition; provided, however, that among the two hundred and fifty (250) members, no more than twenty-five (25) may be from any one Chapter; and
  • The petition must be delivered to the Chair of the Nominating Committee at the address of the International Headquarters on or before the earlier of 1 January of the same year in which the elected officer term will commence or one hundred and twenty (120) days prior to the Annual Meeting; and

(C)  Designated Officers.  The CEO of the Corporation shall serve as a designated officer. The Secretary of the Corporation will be appointed by the Board.  The ISACA Chief Financial Officer shall serve as the Treasurer of the Corporation, but shall not be a Director, nor entitled to vote.  Other officer positions, if any, shall be approved by the Board. Any Director or Officer who is an ISACA employee and serves as a Director or Officer solely due to his or her employment status with ISACA, will cease to hold his or her position as a Director or Officer when he or she is no longer employed by ISACA.

(c)  Finance Committee. The Finance Committee shall perform the duties and adhere to the guidelines set forth in these Bylaws and its Board-approved charter.


The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction, and, when practicable, the amount of that interest, except that, in a partnership in which such person is a partner, only the partnership interest need be stated.

The statement required by this section shall be included in the report prepared pursuant to Section 10.2 of this article.

The Corporation shall annually notify each member of the member’s right to receive a copy of the financial report under this Section.  Upon written request by a member, the Board shall promptly cause the most recent annual report to be sent to the requesting member.  If the Board approves, the corporation may send the report and any accompanying material sent pursuant to this section by electronic transmission.