Bylaws 

 
 

Article I.         Name

The name of this non-union, non-profit organization shall be the ISACA®-Western New York Chapter, Inc. (hereinafter referred to as “Chapter”) of 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 and/or management consulting in the field of IS audit and control.  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 auditing, quality assurance, security, and IS audit and control;

·         to encourage a free exchange of IS audit and control, quality assurance., and security techniques, approaches, and problem solving by its members;

·         to promote adequate communication to keep members abreast of current events in IS audit and control, quality assurance, and security that can be beneficial to them and their employers; and

·         to communicate to management, auditors, universities, 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

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.  Membership in the Chapter and the Association is coextensive.  Therefore, upon joining the Chapter, a person shall also join the Association, with accompanying rights and responsibilities.  Active members in good standing shall be entitled to vote and hold office.

B.        Retired Member - any member in good standing, 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 on request.  Student members in good standing 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 Association dues for that individual.

 

Section 3.        Dues

A.        Chapter dues shall be payable on or before 1 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 Chapter member in good standing.

C.        A member shall forfeit Association membership if dues have not been paid to the Association and to the Chapter as required.

 

 

Article IV.      Chapter Meetings


Section 1.        The regular meetings of the Chapter shall be held four to six times a year, generally on the second Tuesday of the month, unless otherwise ordered by the Chapter Board.

Section 2.        The regular meeting, generally in March, shall be known as the annual meeting and shall be for the purpose of installing officers, receiving reports of officers and committees, and for any other business that may arise.

Section 3.        Special meetings may be called by the President or by the Chapter Board and shall be called upon written (including email) request by two or more members.  The purpose of the meeting shall be stated in the call.  Except in cases of emergency, at least 10 days notice shall be given.

Section 4.        10% of the membership shall constitute a quorum at any regular or special meeting.

 

Article V.        Chapter Officers

 

Section 1.        Chapter Officers

                        The Officers of the Chapter shall be a President, Vice President, Secretary, Treasurer, and immediate Past President

Section 2.        Term of Chapter Office

A.        The Officers, except the immediate Past President, shall be elected annually for a term of one year(s), or until their successors are elected and assume office, or until they resign or are removed from office.  The term of office shall begin on April 1 and continue through March 31st.

B.        No member shall hold more than two Chapter office(s) at a time.

 

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.

A.        The Chapter President shall:

·         Preside at all meetings of the Chapter and the Board of Directors

·         Appoint all standing committee chairmen and other committees as authorized by the Chapter or Board of Directors

·         Be an ex-officio member of all committees except the Nominating Committee

·         Perform other duties as pertain to the office of President or which may be delegated by the Board of Directors

B.        The Chapter Vice President shall:

·         Perform the duties of the President in the event of his/her absence or disability

·         Perform other duties as pertain to this office

C.        The Chapter Secretary shall:

·         Take minutes of the meetings of the Chapter Board

·         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

·         Perform the duties of the Vice President in the event of his/her absence or disability

·         Perform other duties as pertain to this office

D.        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

·         Remit dues to the Association as required

·         Submit books and records for audit when required

·         File any and all tax forms required

·         Submit a written report quarterly

·         Perform other duties as pertain to this office

E.         The immediate Past President of the Chapter shall:

·         Serve in an advisory capacity

·         Perform other duties as pertain to this office

 

Section 4.        Chapter Vacancies

A.        If a vacancy should occur in any office, except those of Vice President or immediate Past President, the vacancy shall be filled by the Chapter Board.

B.        If a vacancy occurs in the offices of Vice President or immediate Past President, the vacancy shall remain until filled by routine succession.

C.        If a Chapter officer’s membership in International 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

A.        A nominating committee of at least 2 members shall be elected by the Board of Directors at their March, or Spring, meeting.

B.        The Nominating Committee shall nominate candidates for offices to be filled at the annual meeting.

C.        The Nominating Committee shall report to the membership at the annual meeting in the Spring. Each candidate shall have consented to serve.

D.        Nominations from the floor shall be permitted prior to the election.  Each candidate shall have consented to serve.

 

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 of Directors

 

Section 1.        Chapter Board of Directors shall consist of the officers, and a minimum of 2 to a maximum of 8 directors.

Section 2.        Duties

The Board of Directors shall:

A.        Supervise the affairs and conduct the business of the Chapter between business meetings

B.        Make recommendations to the membership

C.        Be subject to the orders of the membership

D.        Meet, at a minimum, quarterly at a time and place determined by the Chapter Board

E.         Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter

 

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 $4000 without prior approval of the membership


Section 4.        Quorum - A majority of the Chapter Board shall constitute a quorum.

 

Section 5.        Incorporation – The Chapter Board shall establish any and all articles of incorporation as are required or necessary.

 

Section 6.        Insurance - The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.

 

Article VIII.   Chapter Committees

 

Section 1.        There shall be the following standing committees:  Program Web, and Audit.

 

Section 2.        Duties of standing committees

A.        The Program Committee, Web Committee, and Membership Director shall assist the chapter CISA coordinator in promoting the CISA examination and professional designation locally, and shall provide assistance in both planning and the conducting of chapter CISA review courses.

B.        The Program Committee shall recommend and oversee obtaining speakers for the regular membership meetings.

D.        The Program Committee shall oversee any meetings that require particular / unique handling.

E.         The Audit Committee shall complete an annual audit of the records of the Chapter, and report those findings to the Chapter Board.

 

Article IX.      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 X.        Parliamentary Authority

The rules contained in the latest edition of Robert’s Rules of Order, Newly Revised, or the appropriate country parliamentary authority, shall be the authority for all matters of procedure for the Chapter not specifically covered by its bylaws.

 

Article XI.      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 Membership Board 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 or state requirements.

 

Article XII. 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 predicted 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.