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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,   management consulting in, or direct management of the fields of IT Governance, IS audit, security, control, risk 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, risk 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 organisation and utilisation of IT resources, and;

• to promote the Association’s professional certifications and IT governance.

Article III          Memberships and Dues

Section 1.      Classification 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 shall be entitled to 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 shall be entitled to 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.

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.

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.

D)   Resignation:  any member who resigns shall not be entitled to a refund of his/her annual membership dues.

Article IV           Chapter Meetings

Section 1. Educational Sessions

Educational sessions of the Chapter membership shall be held monthly unless otherwise determined by the Chapter Board.

Section 2. Annual General Meeting

The regular meeting in June 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, the Chapter Board or upon written request by ten individuals of the Chapter membership. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least 28 days notice shall be given.

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, and such correspondence will be considered a special meeting for the purposes of these bylaws.

Section 5. Quorum

The quorum for any regular, annual general or special meeting shall be twenty members. In absence of a quorum, the meeting will be adjourned, and reconvened at a later date.  The new date and time will be communicated to members.

Section 6.      Act of the Membership

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

Section 7.      Notification

Members shall be notified 28 days in advance of the annual general meeting or special meetings, and at least 10 days in advance of any regular meetings, except in the case of emergency. Notification may be by postal mail, by electronic mail or by telephone.

Article V             Chapter Officers

Section 1.    Chapter Officers

The Officers of the Chapter shall consist of a President, Vice President, Secretary, Treasurer, Membership Director, Certification Director, Academic Relations Director, Marketing Director and Immediate Past President.

The Chapter Officers may appoint up to four members of the Chapter to the board to assist with the functioning of the Chapter. These individuals shall have full Board member voting rights.

Section 2.    Term of Chapter Office

A)   The Chapter Officers, except the immediate Past President, shall be elected annually 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 the 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 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 Bylaws, 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;

• Be an ex-officio member of all committees;

• Represent the Chapter at Leadership Conference, Presidents Council Meetings and other conferences and functions where appropriate;

• 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 Chapter annual report to the Association within 30 days after the annual meeting;

• 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.

B)   The Chapter Vice President shall:

• Co-ordinate the Chapter membership events;

• Preside at meetings of the Chapter and the Board, in the absence of the President;

• 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 and annual general meeting and maintain a copy of the records;

• Maintain accurate attendance records;

• Be responsible for the legal affairs, Chapter records, 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 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 to regular meetings when requested;

• In concert with the President, authorise expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held by at the Association;

• Submit annual financial statements for presentation to the membership at the annual general meeting, and for inclusion in the Chapter annual report;

• 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:

• Coordinate plans for maintaining and increasing Chapter membership;

• Report on membership data from the Association;

• Provide membership details/changes to President and Treasurer;

• Perform other duties as pertain to this office.

F)   The Chapter Certification Director shall:

• Maintain resource materials related to certifications;

• Promote accreditations within the Chapter membership, including examination preparation sessions;

• Respond to examination, certification and accreditation enquiries;

• Report to Chapter board on examination results;

• Act as a liaison between examination participants and the Association;

• Perform other duties as pertain to this office.

G)   The Academic Relations Director shall:

• Manage relationships between the Chapter and academic institutions within the Chapter’s geographical area;

• Establish opportunities to brief appropriate institutions on ISACA, its certifications  and IT governance;

• 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;

• Coordinate scholarship initiatives approved by the board;

• Perform other duties as pertain to this office.

H)   The immediate Past President of the Chapter shall:

• Serve in an advisory capacity, providing advice and guidance to the new President and Board;

• Perform other duties as pertain to this office.

I)   The Marketing Director shall:

• Conduct general marketing and publicity of the Chapter, ISACA certifications, COBIT, the Association and any other new initiative;

• Coordinate initiatives involving partnerships and alliances;

• Acquire any required marketing materials as authorised by the Board;

• Exercise general policy control and direction of any publications, editorials or advertising that the Chapter may issue, authorise or sponsor under the direction of the Chapter board;

• Perform other duties as pertain to this office.

Section 4.      Chapter Board Vacancies

A)   If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President

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

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

D)   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 shall be open, and will be declared open by the President at the regular meeting immediately prior to the annual general meeting.

C)   Nominations from the floor shall be permitted from any member of the Chapter prior to the election.

D)    Each candidate shall have consented to serve and shall have completed a Willingness to Serve 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         The Chapter Board

Section 1.      Composition

The Chapter Board shall consist of the officers listed in Article V, Section 1.

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 or as otherwise arranged by the Chapter Board at a time and place and in a manner determined by the Chapter Board.

E)   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 in-person meeting.

F)   Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.

 Section 3.     Financial 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.      Fiscal Year & Annual Financial Statements

A) The fiscal year of the Chapter shall run from 1 January to 31 December unless otherwise established by the Chapter Board.

B) 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.

Section 5.      Quorum

A majority of the Chapter Board shall constitute a quorum.

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

Committees will be formed at the direction of the Chapter membership or the Chapter Board, as necessary.

Article IX            Dissolution

To effect dissolution of the Chapter, these Bylaws 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 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, 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 Bylaws and any special rules the Chapter may adopt.

Article XI            Amending Chapter Bylaws

The Chapter shall forward all Bylaws amendments to the Association, with amendment(s) indicated, as the Association must give approval to all Bylaws amendments prior to submitting for vote by the Chapter membership. 

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 days prior to the meeting at which it will be considered.  The Association will be advised that the Bylaws 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 Board must ensure the compliance of the Bylaws with the Association’s Bylaws and requirements within the United Kingdom.

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