Central Ohio Chapter

Information Systems Audit and Control Association, Inc.

BYLAWS

(Effective as of June 1, 2016)

Article IName

The name of this non-union, non-profit organization shall be the ISACA Central Ohio Chapter (herein referred to as “Chapter”), affiliated with the Information Systems Audit and Control Association (ISACA). (herein 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. The Chapter is registered with the Secretary of the State of Ohio.

Article IIPurpose and Objectives

The primary purpose of the Chapter is to promote the education of the individuals for improvement and development of their capabilities relating to the auditing of, management consulting in, or direct management of the fields of IS audit, control assurance, security and IT governance.

The objectives of the Chapter are:

(a)To promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of IT governance, auditing, assurance, security, privacy, risk, and IS audit and control.

(b)To encourage an open exchange of IT governance, ISaudit and control, quality assurance, and security and privacy techniques, approaches, and the problem solving by its members.

(c)To promote adequate communication to keep members abreast of the current events in IT governance, IS audit and control, quality assurance, risk, privacy and security fields that can be of benefit to them and employers.

(d)To communicate to management, auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure the effective organization and utilization of Information Technology resources; and

(e)To promote the Association’s professional certifications and IT governance.

Article IIIMembership and Dues

Section 1Classifications and Qualifications: Membership in the Association 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.

  1. 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.
  1. 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 in the Chapter.
  1. 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, but not hold office in the Chapter.

Section 2Admissions

  1. 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.
  1. Membership in the Association shall be conferred upon an individual when the Association has received the required Association dues for that individual.

Section 3Dues

  1. Chapter dues shall be payable on or before January 1 of each year, in an amount determined by the Chapter Board, plus Association dues.
  2. A member whose dues are in arrears for more than 60 days shall no longer be deemed a Chapter member
  3. A member shall forfeit Association membership if dues have not been paid to the Association and to the Chapter as required.
  4. A member who resigns shall not be entitled to a refund of his or her annual membership dues.

Article IV.Chapter Meetings

Section 1.The Chapter shall hold at least nine (9) regular monthly meetings and/or educationalsessions each year, at a time and place as determined by the Board of Directors.

Section 2.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 may be called by the President, the Chapter Board or upon written request by 50 of the members. The purpose of the meeting shall be stated in the call.

Section 4.If required, paper mail or electronic means may be used for the purpose 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.The quorum for any regular, annual general or special meeting shall be 10% of membership or50 members, whichever is less. In the absence of a quorum, the meeting will be adjourned and reconvened one week later. The new date and time will be communicated to members.

Section 6. The affirmative vote of the majority of the members at any chapter meeting shall constitute an act of the membership.

Section 7.Members shall be notified 30 days in advance of the annual general meeting. Members shall be notified at least 10 days in advance of any regular meetings or special meetings, except in case of emergency. Notification may be by postal mail, by email or by telephone.

Article V.Chapter Officers

Section 1.Chapter Officers

The officers of the Chapter shall be5 in number, constituting: a President, Vice President, Secretary, and Treasurer and Immediate Past President.

Section 2.Term of Chapter Officers

  1. The chapter officersexcept the immediate Past President,shall be elected biennially for a term of two (2) years, or until their successors are elected and assume office, or until they resign or are removed from office. Newly elected Officers and Board members shall take office on June 1 in the year elected.
  1. No member shall hold more than one (1) Chapter office at a time, and no member shall be eligible to serve more than two (2) consecutive terms in the same Chapter office unless approved by a unanimous consent of the Board of Directors.

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.

  1. The Chapter President shall:
  • Preside at all meetings of the Chapter and the Board.
  • 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 the Leadership Conferences, and any other conferences and functions, where appropriate or appoint another Chapter Board member as a representative.
  • Maintain communications with the Association and respond to Association inquiries.
  • Present an annual report to members at the annual general meeting – such report to consist of reports from various Chapter officers and committees,
  • Be responsible for submission of the chapter annual report 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, which may be delegated by the Chapter Board.
  1. The Chapter Vice President shall:
  • Perform other duties of the President in the event of his/her absence or disability.
  • Act as liaison between committees and the Chapter Board.
  • Perform a monthly review of balancing reports for the Chapter’s bank accounts.
  • Perform other duties as pertain to this office.
  1. The Chapter Secretary shall:
  • Take minutes of the meetings of the Chapter Boardand membership meetings and maintain the files of pervious minutes for at least 3 years.
  • Maintain accurate lists of the membership, and attendance records.
  • Be responsible for the legal affairs, Chapter reports, communications and correspondence pertaining to the Chapter.
  • Assist the President in the administration of Chapter membership meetings, and
  • Perform other duties as pertain to this office.
  1. The Chapter Treasurer shall:
  • Be custodian of the 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.
  • Provide to the membership a summary of the Chapter’s financial status upon request.
  • 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.
  • Maintain 7 years of chapter audit records.
  • Provide monthly financial and balancing reports to the Chapter board for review.
  • Perform other duties as pertain to this office.

E.The immediate Past President of the Chapter shall:

  • Serve in an advisory capacity.
  • Serve on the Board of Directors for the following two(2) years after completing service as President.
  • Perform other duties as pertain to this office.

Section 4.Removal of Chapter Officers

  1. A Chapter Board member shall be considered to have resigned his or her Chapter Board position who is known to have:
  1. Violated either the Bylaws of the Chapter or the Bylaws of the Association as determined by the Association.
  1. Violated the Code of Professional Ethics of the Association as determined by the Association.
  1. Failed to attend, excluding any excused absences, a minimum of either two (2) Chapter Board meetings in a single calendar quarter or 50% of regularly scheduled Chapter Board meetings for two (2) consecutive calendar quarters.
  1. Been removed previously from the Chapter Board, other than due to resignation.
  1. Been convicted of a felony crime. In the case of an indictment for a felony crime, the Chapter Board shall suspend all Chapter Officer/Director responsibilities and privileges currently held by that Chapter Board member, including the right to stand for upcoming election, until the matter is resolved or that Chapter Board member’s term expires, whichever occurs first.
  1. Been declared of unsound mind by a final order of a court of law.
  1. Removal of any Chapter Board member shall also constitute removal of that individual from any Chapter Officer, Committee, or other Chapter Board-related position.
  1. Removal of a Chapter Board member is final and shall cancel all rights, interest, or privileges of such Director in the services or resources of the Chapter, but does not expel the Director in question from membership in the Association.

Section 5.Chapter Vacancies

  1. If a vacancy should occur in any office, except that of the Immediate Past President, the vacancy shall be filled by a 2/3 vote of the Chapter Board.
  2. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.
  3. 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.
  4. Chapter Officers and Board Members must maintain their membership throughout their entire term of office.

Article VI.Nominations and Elections

Section 1.Nominating Committee

  1. The President shall appoint, in the month of February, subject to the approval of the Board of Directors, a Nominating Committee consisting of at leastone(1) member.
  2. The Nominating Committee shall solicit candidates from the Chapter membership and shall nominate candidates for offices to be filled at the annual general meeting.
  3. The Nominating Committee shall present, in the month of April, subject to the approval of the Board of Directors, a list for all Officers and Directors to the membership.
  4. Candidates for Officer positions must have at least one year of leadership in the Chapter as an Officer, Director or Committee Member to be eligible.
  5. 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

  1. The Officers and Directors nominated shall be elected by a plurality of the votes returned by the membership at the annual general meeting in combination with electronic voting results. Proper procedures will be used for electronic voting to ensure candidates cannot modify results.
  2. In the event there is only one candidate for any office, voting on that office may be by voice.
  3. The results of the election will be certified by an independent party prior to the announcement to the membership.
  4. In the event of a tie vote for any Chapter Officer or Director position, the tie will be broken by a secondary vote. The results of the tie breaking vote will be certified by an independent party prior to the announcement to the membership.

Article VII.Chapter Board of Directors

Section 1.Composition

The Board of Directors shall consist of the Officers of this Chapter and six (6) elective members, all of whom shall be elected each year. The most recent available Past President will automatically serve. All shall serve until their successors assume office during the annual turnover meeting.

Section 2.Vacancies

If the office of any Director, specified in Section 1 of this Article, shall become vacant for any cause, a 2/3 majority of the remaining members of the Board of Directors then in office shall appoint a Chapter member to fill the unexpired portion of the Directors terms.

Section 3.Duties and Responsibilities

The Chapter Board shall:

  1. Supervise the affairs and conduct the business of the Chapter between business meetings.
  2. Make recommendations to the membership
  3. Be subject to the orders of the membership
  4. Meet at least quarterly at a time and place determined by the Chapter Board
  5. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.

Section 4.Committee Chairperson

Each Director shall serve as chairperson of each committee as may be assigned by the President, and ratified by the Board.

Section 5.Meetings

  1. Unscheduled Meetings - The President or three (3) members of the Board may call meetings at any time.
  1. Quorum - A majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting.
  1. Chairperson - At all meetings of the Board of Directors, the President, if present, shall act as Chairperson. If the President is absent, the Chairperson shall be the Vice President, if present. In the absence of both the President and Vice President, the Secretary shall preside until the election of a chairperson pro-tem, which should take place immediately. The members of the Board who are present in person shall by majority vote choose one among them to act as Chairperson for the meeting.
  1. Notice - Notice of meetings of the Board of Directors shall be given to each Director in writing not less than two (2) days in advance of the meeting or as the Board may otherwise direct, but no failure in delivery of such notices shall invalidate the meeting or any action taken or proceedings thereat. Notice may be waived by unanimous consent of the Directors in writing.
  1. Procedures –Regular or special 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 or by email. If the chair has a problem determining the vote, he or she may call 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 6.Insurance – The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.

Section 7.Financial Authority

The Chapter Board shall have the authority to:

  1. Approve the annual budget.
  2. Expend funds allotted in the approved budget.

Section 8.Fiscal Year & Annual Financial Statements

  1. The fiscal year of the Chapter shall run from January 1 toDecember 31 unless otherwise established by the Chapter Board.
  2. The Chapter Board shall ensure that annual financial statements are prepared, approved by the Chapter Board, presented to members at the annual general meeting, and submitted as part of the Chapter Annual Report to the Association.

Article VIIIChapter Committees

Section 1.Standing Committees

Standing Committees shall be: the Events Committee, the Advocacy Committee, the Communications Committee, the Membership Committee, the Treasurers Committee, and the Audit Committee.

  1. Chairperson

The Chairperson of each Committee shall be appointed by the President and ratified by the Board of Directors.

  1. Members

Each committee chairperson shall appoint the member/s of their committee as needed, subject to the approval of the President.

Section 2.Duties of Standing Committees:

  1. The Events Committee shall be responsible for managing chapter events including Board meetings, chapter meetings, presentations, trainings and social events. Responsibilities include securing venues and speakers, presenting estimated costs to the Board before booking and aligning costs with budgeted expense amounts. The committee also will prepare attendance documentation, collect money at the door for events, and provide detailed expense documentation, cash collection and attendance records to the Treasurer and Secretary, respectively.
  1. The Advocacy Committee shall promote the credibility and capability of ISACA members, the value of ISACA's credentials and the robustness of ISACA knowledge (i.e., COBIT & CSX) in the Central Ohio area. The committee will present an annual marketing strategy to the Board including outreach initiatives to local businesses, universities, government and regulatory agencies and charities.
  1. The Communications Committee shall oversee and manage the chapter communications plan. The communications plan will be updated and presented to the Board annually before the award submission is due. The committee will be responsible for timely communication of chapter news and events to the membership through the website, emails, newsletters, and social media.
  1. The Membership Committee shall manage the composition of the chapter members, Directors and Officers. The committee is responsible for nominations and elections of chapter leadership as well as tracking and maintaining lists of members, CPE and certifications.
  1. The Treasurer Committee shall manage the chapter finances. The committee will oversee the annual budgeting process and report financial positions to the Board monthly and an annual report before the month of March. Responsibilities include reconciling financial transactions to the bank account, preparing the chapter tax return, collecting fees for events and other chapter activities, maintaining a balanced financial record, and managing the chapter’s incorporation fees and licenses, tax ID number and insurance.
  1. The Audit Committee shall be appointed annually by the Board of Directors. The Chairperson of the Audit Committee shall not be a Director. The Audit Committee shall perform an audit of the financial affairs of the Chapter, at least annually between March 1 and April 15, and at such other times as deemed advisable. A report of the findings shall be made to the Board of Directors on all audits performed.

Section 3.Special Committees