ISACA® Milwaukee Chapter Bylaws
Table of Contents
- Article I - Name
- Article II - Purpose
- Article III - Membership and Dues
- Section 1 - Classifications and Qualifications
- Section 2 - Admission
- Section 3 - Dues
- Article IV - Chapter Meetings
- Section 1 - Educational Sessions
- Section 2 - Annual General Meeting
- Section 3 - Special Meetings
- Section 4 - Mail or Electronic Voting
- Section 5 - Quorum for Chapter Meetings
- Section 6 - Act of the Membership
- Section 7 - Notification
- Article V - Chapter Officers
- Section 1 - Chapter Officers
- Section 2 - Term of Chapter Officers
- Section 3 - Duties of Chapter Officers
- Section 4 - Chapter Officer Vacancies
- Article VI - Nominations and Elections
- Section 1 - Chapter Nominations
- Section 2 - Chapter Elections
- Article VII - Chapter Board of Directors
- Section 1 - Composition of the Chapter Board
- Section 2 - Duties
- Section 3 - Financial Authority
- Section 4 - Fiscal Year and Annual Financial Statements
- Section 5 - Insurance
- Section 6 - Quorum
- Article VIII - Chapter Committees
- Section 1 - Program Committee
- Section 2 - Special Committees
- Article IX - Indemnification
- Article X - Dissolution
- Article XI - Parliamentary Authority
- Article XII - Amendment of Chapter Bylaws
Article I. Name
The name of this non-union, non-profit organization shall be “ISACA Milwaukee Chapter,” hereinafter referred to as “Chapter,” a Chapter affiliated with the Information Systems Audit and Control Association (ISACA), hereinafter referred to as the “Association.” Although the Chapter is affiliated with the Association and is subject to the Chapter Affiliation Agreement and other directives of the ISACA Board of Directors, the Chapter is a legally independent entity from the Association as well as any other association, enterprise, or entity, and is responsible for its own legal and administrative affairs, including compliance with all applicable laws and regulations.
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:
- 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 and Dues
Section 1. Classifications and Qualifications
Membership in the Association is a requirement for membership in a Chapter.
- Member - Any member of the Association 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 of the Chapter shall be entitled to vote and to hold office at the Chapter level.
- Retired Member - Any member of the Association, 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.
- 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.
- Recent Graduate—Individuals who graduated within the last two years from a recognized college or university, subject to rules established by the Association Board. Recent Graduate members shall be entitled to vote and hold office at the Chapter level.
Section 2. Admissions
- Potential members shall:
- Meet the requirements of membership as outlined in Article III, Section 1.
- Complete an Association membership application form.
- Pay required Chapter and Association dues to the Association.
- Follow the Code of Professional Ethics of the Association.
- Membership in the Chapter shall be conferred upon an individual when the Association has accepted the membership application and received the required Association dues, fees, and assessments for that individual and the Association or individual designates the Chapter.
Section 3. Dues
- Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board, plus Association dues. Dues and fees must be paid in full to the Association.
- A member shall forfeit membership in the Chapter and Association, if dues, fees or assessments have not been paid to the Association in compliance with terms as set by the Association Board of Directors and to the Chapter as required.
- Any additional Chapter dues or assessments that are paid directly to the Chapter must be pre-approved by the Association Board.
- Resignation — Any member who resigns shall not be entitled to a refund of his / her annual Association membership or Chapter dues.
Section 4. Termination and Suspension
- Only the Association has the authority to terminate Association and Chapter membership of an individual.
- Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the Chapter.
- A person whose membership in the Association has been suspended shall not be deemed a member of the Chapter during the period of suspension.
Article IV. Chapter Meetings
Section 1. Educational Sessions
Educational sessions of the Chapter membership shall be held monthly, except for the months of June, July, and August, unless otherwise determined by the Chapter Board.
Section 2. Annual General Meeting
The annual general meeting shall be held in May, unless otherwise determined by the Chapter Board, and may be conducted virtually through teleconferencing and web meeting, and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. The date and location of the annual general meeting shall be determined by the Chapter Board.
Section 3. Special Meetings
Special meetings may be called by the President, the Chapter Board, or upon written request by five (5) of the members. The purpose of the meeting shall be stated in the call, and the meeting may be conducted virtually through teleconferencing and web meeting as approved by the Chapter Board.
Section 4. Mail or Electronic Voting
If required, paper mail or electronic means may be used for the purposes of membership voting on resolutions approved by the Chapter Board including amendments to the bylaws, and such correspondence will be considered a special meeting for the purposes of these bylaws.
Section 5. Quorum for Chapter Meetings
The quorum for any annual general or special meeting shall be fifteen (15) members. In absence of quorum, the meeting will be adjourned and reconvened for one week later, unless otherwise determined by the Board. The new date and time will be communicated to members. The meeting may be conducted virtually through teleconferencing and web meeting as approved by the Chapter Board.
Section 6. Act of the Membership
The affirmative vote of the majority of the members present and voting at any chapter meeting shall constitute an act of the membership.
Section 7. Notification
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 special meetings. Notification may be by postal mail, by e-mail, or by telephone.
Article V. Chapter Officers
Section 1. Chapter Officers
The Officers of the Chapter shall be five (5) in number, constituting: President, Vice President, Secretary, Treasurer, and Immediate Past President.
Section 2. Term of Chapter Officers
- The Secretary and Treasurer shall be elected 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. The term of office shall begin at the close of the annual meeting at which they are elected.
- Vice-President shall serve for a term of one (1) year as Vice-President immediately followed by one (1) year as President. The Vice-President shall serve until their successor is elected and assumes office, or until they resign or are removed from office. The President shall serve until their successor assumes 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.
- No member shall hold more than one (1) Chapter office at a time. No member shall be eligible to serve more than three consecutive terms in the Chapter offices of Secretary or Treasurer. No member shall be eligible to serve more than one term as Vice President, President, or Immediate Past President, unless they are out of office for at least one term.
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.
- The Chapter President shall:
- Preside at meetings of the Chapter and the Chapter Board,
- Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement;
- Appoint all committee chairpersons and members, with approval of the Chapter Board,
- Be an ex-officio member of all committees except the Nominating Committee,
- Represent the Chapter at Leadership Conferences, Presidents Council Meetings 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,
- Ensure chapter trainers for ISACA certifications are accredited by ISACA,
- Supervise budgetary matters and proper internal control of finances, and
- Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.
- 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,
- Assume the office of President in the event of a vacancy in the office of President, and then serve in the office of President for the term originally elected,
- Assume the office of President at the completion of his/her term as Vice President, and
- Perform other duties as pertain to this office.
- 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,
- Be responsible for the legal affairs, Chapter records 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.
- 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,
- Submit a written report at each annual general meeting and board meeting,
- 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.
- The Immediate Past President of the Chapter shall:
- Serve in an advisory capacity.
- Perform other duties as pertain to this office.
Section 4. Chapter Officer Vacancies
- If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President who will serve out the remaining term of the President and then continue on per Section 2b of Article V of the bylaws.
- If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board.
- If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession.
- 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.
Article VI. Nominations and Elections
Section 1. Chapter Nominations
- Nominations for Vice President will be declared open by the President annually. Nominations for Secretary and Treasurer shall be open, and will be declared open by the President in odd numbered years. Nominations will then be accepted, from the floor or via electronic means approved by the Chapter Board.
- Each candidate shall have consented to serve and shall have completed Willingness to Serve Agreement and Conflict of Interest form.
Section 2. Chapter Elections
- The offices of Vice President, Secretary, and Treasurer and, except for President and Immediate Past President, shall be elected by ballot which will be accepted via paper or electronic means approved by the Chapter Board.
Article VII. Chapter Board
Section 1. Composition of the Chapter Board
The Chapter Board shall consist of the officers listed in Article V, Section 1.
Section 2. Duties
The Board of Directors shall:
- Supervise the affairs and conduct the business of the Chapter between business meetings.
- Make recommendations to the membership.
- Have regular Chapter Board Meetings monthly at a time and place determined by the Chapter Board. Special meetings of the Chapter Board may be called by the President and shall be called upon the written request of 2 members of the Board. Notice must be given to Chapter Board members at least 48 hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting.
- Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.
- 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. 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 meeting.
Section 3. Financial Authority
The Chapter Board shall have the authority to:
- Approve the annual budget and expend funds allotted in the approved budget.
- Authorize non-budgeted expenditures not to exceed $5,000 without prior approval of the membership
Section 4. Fiscal Year and Annual Financial Statements
- The fiscal year of the Chapter shall run from June 1 to May 30 unless otherwise established by the Chapter Board.
- The Chapter Board shall ensure that annual financial statements are prepared, audited or verified by individual(s) other than the Chapter Board, and 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.
Section 5. Insurance
The Chapter Board shall use commercially reasonable efforts to carry at all times adequate insurance coverage to insure the risk associated with the Chapter’s activities, and shall hold the Association harmless from any lawsuits, damages, other expenses or liabilities, arising out of the activities of the Chapter.
Section 6. Quorum
A majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting.
Section 7. Removal
- Any officer who fails to attend 4 board meetings within a year may be brought before the Board and may be removed from office by a majority vote of the Board of Directors.
- Any Officer may be removed with or without cause, at any meeting of the Board, by a majority vote of the members of the Board of Directors then serving.
- Any Officer being considered for removal from the Board shall have the right to be heard by the Board before an official vote is taken.
Article VIII. Chapter Committees
Section 1. Program Committee
There shall be a Program Committee with the objective of developing and implementing the Chapter training and development events for the year.
Section 2. Special Committees
Other committees may be created as necessary by the Chapter Board.
Article IX. 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 predicated 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.
Article X. Dissolution
If dissolution of the Chapter becomes inevitable, 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 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 XI. Parliamentary Authority
The rules contained in the current edition of Roberts 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 XII. 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 must give written 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.