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, 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 organization and utilization of IT resources; and
· To promote the Association’s professional certifications and IT governance.
Article III. Membership
Section 1. Classifications and Qualifications
Any person who is interested in the purpose and objectives of the Chapter shall be eligible for membership and be subject to the bylaws of the Chapter. Membership in ISACA is a requirement for membership in the 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 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. Student members shall be entitled to vote and hold office at the Chapter level.
Section 2. Admission
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.
4. Follow the Code of Professional Ethics of 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.
C. A member may resign from the Chapter at any time by giving written notice to ISACA. Resignation does not exempt from payment of any dues payable and any member who resigns shall not be entitled to a refund of his/her annual membership dues or share in the Chapter’s assets.
Article IV. Membership Dues
A. Membership dues shall be determined by the Chapter Board once a year and shall apply to the following financial year.
B. On enrolment during a financial year, a proportionate share of membership dues in an amount determined by ISACA shall be paid.
C. In addition to membership dues to the Chapter, the members shall also pay dues to ISACA.
Article V. General Meetings
A. The annual general meeting shall be for the purpose of electing president, board members, and auditor, receiving reports of officers and committees, approving the annual accounts and budget, and for any other business that may arise.
B. The annual general meeting shall be held each year in April and members shall be notified at least two weeks in advance of the annual general meeting. If a member wishes to have a proposal discussed at the annual general meeting, the proposal shall reach the President no later than on 1 March of the year in question.
C. The quorum for any regular, annual general or special meeting shall be 10 (ten) members. In absence of quorum, the meeting will be adjourned, and reconvened within 1 (one) month. The new date and time will be communicated to members.
D. Extraordinary general meetings may be called by the Chapter Board if considered necessary. Extraordinary general meetings shall, moreover, be held upon written request by at least 50 of the Chapter’s members. Extraordinary general meetings shall be announced at least eight days in advance of the meeting. Proposals to be discussed at the extraordinary general meeting shall appear from the announcement.
E. At a general meeting all resolutions shall be passed by a simple majority of votes among the attending members that are entitled to vote, unless otherwise specified in the present bylaws. Each member has one vote, and vote by proxy is not allowed.
F. Minutes of general meetings shall be prepared. The minutes shall be approved and signed by the chairman of the meeting. The minutes shall be published on the Chapter’s website.
G. The agenda of the annual general meeting shall as a minimum contain the following items:
1. Election of chairman of the meeting
2. Election of keeper of the minutes
3. Election of person to count votes
4. Verification of the legality of the general
5. Report by the President on the Chapter’s activities
6. The Treasurer’s review of the audited annual report and budget proposal for the coming year
7. Discussion of submitted proposals
8. Election of the President
9. Election of members and two alternate members to the Chapter Board
10. Election of auditor and deputy auditor
11. Any other business
H. The agenda of an extraordinary general meeting shall as a minimum contain items 1, 2, 3, and 4 of the preceding provision.
Article VI. Financial Authority
A. The Chapter’s annual report and budget shall be presented and approved at the annual general meeting. The financial year of the Chapter is the calendar year.
B. The annual report shall give a true and fair view of the Chapter’s assets, liabilities and equity, financial position and results of the Chapter’s activities. Prior to presentation at the annual general meeting, the annual report shall be signed by the Chapter Board and shall be audited by the Auditor elected at the preceding year’s annual general meeting.
C. The Chapter shall be liable to the full extent of its assets. No member shall be personally liable for the Chapter’s debt. Furthermore, no members shall be entitled to any part of the assets.
Article VII. Chapter Board
A. The Board shall be the Chapter’s managing body and its resolutions shall be final. It shall be possible to appeal the Chapter Board’s resolutions to the annual general meeting. The Chapter Board shall consist of at least five persons who shall be members of the Chapter.
B. The President, Board members, and alternates shall be elected from among the Chapter’s members at the annual general meeting. Board members are usually elected for a term of two years. Chairman and Vice Chairman shall not resign simultaneously. Half of the Chapter Board shall be up for election every other year. Reelection shall be possible.
C. Duties of Chapter Officers
The Chapter Officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter.
1. 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,
· Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board, and
· Be responsible for the legal affairs, Chapter records, and correspondence pertaining to the Chapter.
2. 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.
3. 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,
· Assist the President in the administration of Chapter membership meetings, and
· Perform other duties as pertain to this office.
4. 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,
· 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.
D. The Chapter Board shall determine its own rules of procedure and shall be entitled to appoint committees as required.
E. The Chapter Board shall hold meetings as required, at least 4 (four) times per year. The President or three members of the Chapter Board may at any time convene a meeting.
F. The quorum for Chapter Board meetings shall be three board members, one of which shall be either the President or the Vice President. Resolutions within the Chapter Board shall be passed by a simple majority of votes. In the event of equality of votes, the vote of the President – or in the absence of the President, the vote of the Vice President – shall be decisive.
G. Minutes of board meetings shall be taken.
H. The President shall be authorized to sign for the Chapter. In financial matters, the President or the Treasurer shall be authorized to sign for the Chapter.
Article VIII. Nominations and Elections
Section 1. Chapter Nominations
A. Nominations shall be open, and will be declared open by the president at the annual general meeting. Nominations will then be accepted from the floor from any member of the Chapter.
B. 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. Officers shall be elected by ballot.
B. In the event there is only one candidate for any office, voting on that office may be by voice.
Article IX. Parliamentary Authority
The Danish law and justice 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 X. Amendment of Chapter Bylaws
A. 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.
B. Chapter bylaw amendments shall be approved by two-thirds (2/3) of the members’ votes at the annual general meeting, provided that the amendment has been communicated 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.
Article XI. Dissolution
C. 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 communicated 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.
D. In the event of dissolution, any assets shall be distributed to charity in accordance with resolution passed at the final meeting.