Chapter Byelaws

Chapter Byelaws
(Effective 22 November 2006)

Article I Name

The name of this non-union non-profit organisation shall be the Northern England Chapter (hereinafter referred to as the "Chapter"), a Chapter affiliated with the Information Systems Audit and Control Association (ISACA), hereinafter referred to as the "Association". The Chapter, apart from its 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 Information Systems (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 fields that can be of benefit to them and their employers, and;
to communicate to management auditors, universities, and to IS professionals the importance of good IS Governance including establishing controls necessary to ensure the effective organisation and utilisation of IT resources.

Article III Memberships and dues

Section 1 Classification and Qualifications

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. Membership in the Chapter and the Association is co-extensive. Therefore, upon joining the Chapter, a person shall also join the Association, with accompanying rights and responsibilities. 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 enrolment shall be submitted annually. Student members 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 I

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 I 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.

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 on the 4th Wednesday of each month, from Sept to June, unless otherwise ordered by the Chapter Board.

Section 2

The regular meeting in June 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 request by ten members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least 28 days notices shall be given.

Section 4 Quorum

Twenty members shall constitute a quorum at any regular or special meeting.

Article V Chapter Board

Section 1 Chapter Officers

The Officers of the Chapter shall be a President, Vice President, Secretary, Treasurer, Membership Director, Certification Co-ordinator, Academic Liaison Officer and immediate Past President.

The Chapter Officers may co-opt up to four members of the Chapter to assist in the functioning of the Chapter. All such co-opted members shall have full Board member voting rights.

Section 2 Term of Chapter Office

A) The Officers, except the immediate Past President, shall be elected annually for a term of 1 year, or until their successors are elected and assume office, or until they resign or are removed from office. The term of the office shall begin on 1st July and continue through 30th June of each year.

B) No member shall hold more than one Chapter office at a time, and no member shall be eligible to serve more than three consecutive terms in the same Chapter office unless by majority approval of the Chapter Board.

Section 3 Duties of Chapter Officers

The Chapter Officers shall perform the duties prescribed by these Bye-laws, and the parliamentary authority adopted by the Chapter.

A) The Chapter President shall:

Preside at all meetings of the Chapter and the Board
Appoint all sub-committee chairpersons and other committees as authorised by the Chapter Board
Represent the Chapter at Leadership Conference / Presidents Council Meeting(s) and other professional bodies
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 the annual meeting
Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board
Arrange distribution of material from the USA

B) The Chapter Vice President shall:

Co-ordinate the Chapter membership events/regular evening meetings
Chair the Chapter’s Conference Committee
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
Be responsible for the legal affairs. Chapter reports, and communications and correspondence pertaining to the Chapter
Ensure the Chapter’s Data Protection Registration is maintained.
Ensure the Chapter’s liability insurance is maintained.
Perform other duties as pertain to this office

D) The Chapter Treasurer shall:

Be custodian of Chapter funds
Receive all monies and pay invoices 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
Perform other duties as pertain to this office

E) The Chapter Membership Director shall:

Establish new member initiatives.
Chair the Chapter’s Education Committee.
Send monies to Treasurer (or bank direct and notify of date/amount).
Authorise ISACA HQ to make deductions from Chapter Credit in lieu of membership dues paid directly to the Chapter in the UK.
Send membership details to USA.
Provide membership details/changes to President and Treasurer.

F) The Chapter Certification Co-ordinator shall:

Handle examination enquiries.
Notify Membership Director of membership enquiries.
Organise CISA and CISM courses (liaise with course provider).
Liaise with ISACA HQ in relation to certification matters.

G) The Academic Liaison Officer shall:

Manage relationships between the Chapter and academic institutions within the Chapter’s geographical area.
Advise the Chapter Board in all matters relating to the promotion of ISACA in academic institutions.
Advise the Chapter Board of the specific needs of student members of the Chapter and of any initiatives for the development of students in relation to the objectives of the Chapter.

H) The immediate Past President of the Chapter shall:

Serve in an advisory capacity.
Perform other duties as pertain to this office.

Section 4 Chapter Board Vacancies

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

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

C) 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

A) Members will be invited annually to volunteer for the Offices of the Chapter.

B) Nominations from the floor shall be permitted prior to the election, and will include a requirement that the candidate shall have consented to serve.

Section 2 Chapter Elections

A) Officers shall be elected by majority votes.

B) In the event there is only one candidate for any office, voting on that office may be by voice.

Article VII The Chapter Board

Section 1

The Chapter Board shall consist of the Chapter officers and up to four co-opted members.

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 monthly unless otherwise arranged by the Chapter Board at a time and place and in a manner determined by the Chapter Board.

E) Perform the duties prescribed in these Bye-laws 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) Authorise non-budgeted expenditures (but not to exceed 50% of accumulated funds at the last audited accounts) without prior approval of the membership.

Section 4 Quorum

Five members of the Chapter Board shall constitute a quorum

Section 5 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

The Chapter Board as a whole must ensure that the roles and duties are fulfilled for the committees of: membership, education, audit, long range planning, and Bye-laws. Their duties are outlined below.

Section 2 Duties of Chapter 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 the forward applications for membership to the Association.

B) The Education committee shall recommend and oversee seminars and a program of professional education.

C) The Audit committee shall commission an annual audit of the records of the Chapter, and report the findings to the Chapter Board.

D) The Long Range Planning committee shall recommend goals to the Chapter Board to further the purpose and objectives of the Chapter and the Association.

E) The Bye-laws committee shall review any local Chapter Bye-laws changes and ensure their compliance with the Association Bye-laws and applicable country requirements. The committee shall then forward all Chapter Bye-laws changes to the Association, with changes indicated.

G) The Chapter Conference Committee shall:

Book venue and liaise with venue representative
Book/liaise with speakers
Organise/make conference publicity material/mailing brochure
Prepare handouts
Organise front desk, registration, name badges etc
Make/distribute mailing (in conjunction with President)
Handle bookings - issue confirmations/receipts raise invoices
Send monies to Treasurer (or bank direct and notify of date/amount)

Article IX Dissolution

To effect dissolution of the Chapter, these Bye-laws must be rescinded by a two-thirds (2/3) vote of the membership after ten 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 the International office. 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, or the appropriate country governing 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 Bye-laws and any special rules the Chapter may adopt.

Article XI Amendment of Chapter Bye-laws

The Chapter shall forward all Bye-laws amendments to the Association, with amendment(s) indicated, as the Association Membership Board must give approval to all Bye-laws amendments 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 Bye-laws. The Chapter Board must ensure the compliance of the Bye-laws with the Association’s Bye-laws and applicable country requirements.

These Bye-laws 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 days prior to the meeting at which it will be considered.