ISACA^® - Detroit Chapter Bylaws

(As Amended May 2006)

ARTICLE I.	NAME
ARTICLE II.	PURPOSE AND OBJECTIVES
ARTICLE III.	MEMBERSHIP AND DUES
ARTICLE IV.	CHAPTER MEETINGS
ARTICLE V.	CHAPTER OFFICERS
ARTICLE VI.	NOMINATIONS AND ELECTIONS
ARTICLE VII.	CHAPTER BOARD
ARTICLE VIII.	CHAPTER COMMITTEES
ARTICLE IX.	DISSOLUTION
ARTICLE X.	PARLIAMENTARY AUTHORITY
ARTICLE XI.	AMENDMENT OF CHAPTER BYLAWS

download bylaws

ARTICLE I. NAME

The name of this non-union, non-profit organization shall be the Detroit Area 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 AND OBJECTIVES

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, security 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, IS audit and control, and IT governance;
  
  
• To encourage an open 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 fields 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 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.

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 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. Proof of enrollment shall be submitted annually to the Association. Student members shall not 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 member.

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

ARTICLE IV. CHAPTER MEETINGS

Section 1. General Chapter Meetings

The regular meetings of the Chapter shall be held on the third Wednesday of each month, unless otherwise ordered by the Chapter Board.

Section 2. Annual General Meeting

The regular meeting in May shall be known as the annual general meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.

Section 3. Special Meetings

Special meetings may be called by the President or by the Chapter Board and shall be called upon written request by a minimum of 70 members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least one calendar week’s notice shall be given. 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 4. Notification of Meetings

Members shall be notified within 30 days of annual general meeting and special general meeting.

Section 5. Quorum

Seventy (70) members shall constitute a quorum at any regular or special meeting.

Section 6. Voting

The affirmative vote of the majority of the members present at a regular or special meeting at which a quorum is present shall constitute an act of the members.

ARTICLE V. CHAPTER OFFICERS

Section 1. Chapter Officers

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

Section 2. Term of Office

A. The Chapter Officers, except the immediate Past President, shall be elected 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 meeting at which they are elected.

B. No member shall hold more than one Chapter office at a time, and no member shall be eligible to serve more than two consecutive terms in the same Chapter office.

Section 3. Duties of Chapter Officers

The Chapter Officers shall perform the duties prescribed by these bylaws, by the Chapter Board, or the parliamentary authority adopted by the Chapter.

A. The Chapter President shall:

• Preside at all meetings of the Chapter and the Chapter Board
  
  
• Appoint, with the approval of the Chapter Board, all committee chairpersons and committee members
  
  
• Be an ex-officio member of all committees except the Nominating Committee
  
  
• Represent the Chapter at Leadership Conference/Presidents Council Meeting(s)
  
  
• Maintain communications with the Association and respond to Association inquiries
  
  
• Be responsible for submission of the chapter annual report to the Association within 30 days after annual general meeting
  
  
• Supervise budgetary matters and proper internal control of finances
  

B. The Chapter Vice President shall:

• Perform the duties of the President in the event of his/her absence or disability
  
  
• Chair the By-Laws Committee and other committees as recommended by the Board.
  

C. The Chapter Secretary shall:

• Take minutes of the meetings of the Chapter Board and membership meetings and maintain the files of previous minutes for at least 7 years
  
  
• 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
  

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 a written report at each regular meeting
  
  
• Submit books and records for audit
  
  
• File any and all tax forms required
  

E. The Immediate Past President of the Chapter shall:

• Serve in an advisory capacity
  
  
• Perform other duties as assigned by the President
  

Section 4. Chapter Officer Vacancies

A. 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 appointment.

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

C. Chapter Officers must maintain their membership throughout their entire term of office.

ARTICLE VI. NOMINATIONS AND ELECTIONS

Section 1. Chapter Nominations

A. Nominating Committee of two members shall be selected in the following manner:

• The Nominating Committee shall consist of the two immediate Past Presidents.
  

B. The Nominating Committee shall solicit nominations and conduct a vote of the Chapter membership prior to the Annual General Meeting.

C. The Nominating Committee shall report to the membership at the regular meeting in May.

D. 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 VII. CHAPTER BOARD

Section 1. Chapter Board

The Chapter Board shall consist of the Chapter officers and non-officer Directors. The number of directors on the Board shall be no fewer than twelve and no greater than twenty-five, consisting of the five officers, and seven to fifteen non-officer directors. Non-officer Directors shall be elected for three year terms unless otherwise specified by the Board. The Chapter Board shall 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.

Section 2. Duties

The Chapter Board 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 least 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

F. Meetings of the Chapter Board 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 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.

Section 3. Authority

The Chapter Board shall have the authority to expend funds allotted in the approved budget.

Section 4. Quorum

A majority of the Chapter Board shall constitute a quorum.

Section 5. Action

The affirmative vote of the majority of directors present at a meeting at which a quorum is present shall constitute an act of the Chapter Board.

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. Standing Committees

There shall be the following standing committees: membership/newsletter, program, seminar, certification, nominating/audit, and bylaws.

Section 2. Duties of Standing Committees

A. The membership committee shall promote 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 Newsletter Committee shall produce and distribute a Newsletter to Chapter members and others as directed by the Board. The Newsletter should serve as a timely notice of Chapter meetings, seminars, and other events and should communicate other items of Chapter interest.

B. The seminar committee shall recommend and oversee seminars and programs of professional education, except exam review courses.

C. The certification committee shall assist the Chapter CISA and CISM coordinator(s) in promoting the CISA and CISM examinations and professional designations locally, and shall provide assistance in planning and conducting Chapter’s exam review courses.

D. The audit committee shall facilitate completion of an annual audit of the records of the Chapter and report those findings at the annual general meeting. The audit shall be performed by individuals who are not Board members. The nominating committee shall nominate candidates for open Officer and Board positions in the annual election. The nominating committee shall be responsible for ballot preparation, distribution, and tabulation.

E. The program committee shall establish a program for the Chapter’s regular monthly member meetings designed to achieve the purposes and objectives of the Chapter.

F. The bylaws committee shall be chaired by the Vice President. The committee shall report to the board and shall maintain the bylaws. The bylaws committee shall expedite the process of changing the bylaws in accordance with Article IX 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.

Section 3. Special Committees

Special committees may be created as necessary by the Chapter membership or the Chapter Board.

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

The Chapter shall forward all bylaws changes 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 a periodic, ideally annual, 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 country requirements.

These bylaws may be amended at any regular meeting by a two-thirds (2/3) vote provided that the amendment 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.