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:
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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;
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to encourage an open exchange of IT governance, IS audit, security,
control and assurance techniques, approaches, and problem solving by its
members;
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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;
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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;
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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:
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Preside at all meetings of the Chapter and the Board;
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Appoint all sub-committee chairpersons and other committees as
authorised by the Chapter Board;
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Be an ex-officio member of all committees;
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Represent the Chapter at Leadership Conference, Presidents Council
Meetings and other conferences and functions where appropriate;
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Present an annual report to members at the annual general meeting – such
report to consist of reports from various Chapter officers and
committees;
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Maintain communications with the Association and respond to Association
enquiries;
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Be responsible for submission of the Chapter annual report to the
Association within 30 days after the annual meeting;
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Supervise budgetary matters and proper internal control of finances,
and;
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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:
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Co-ordinate the Chapter membership events;
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Preside at meetings of the Chapter and the Board, in the absence of the
President;
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Perform the duties of the President in the event of his/her absence or
disability;
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Perform other duties as pertain to this office.
C) The Chapter Secretary shall:
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Take minutes of the meetings of the Chapter Board and annual general
meeting and maintain a copy of the records;
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Maintain accurate attendance records;
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Be responsible for the legal affairs, Chapter records, and
communications and correspondence pertaining to the Chapter;
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Ensure the Chapter’s Data Protection Registration is maintained;
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Ensure the Chapter’s liability insurance is maintained;
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Perform other duties as pertain to this office.
D) The Chapter Treasurer shall:
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Be custodian of Chapter funds;
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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;
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Remit dues to the Association as required;
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Submit a written report to regular meetings when requested;
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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;
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Submit annual financial statements for presentation to the membership at
the annual general meeting, and for inclusion in the Chapter annual
report;
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Submit books and records for audit when required;
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File any and all tax forms required;
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Perform other duties as pertain to this office;
E) The Chapter Membership Director shall:
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Coordinate plans for maintaining and increasing Chapter membership;
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Report on membership data from the Association;
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Provide membership details/changes to President and Treasurer;
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Perform other duties as pertain to this office.
F) The Chapter Certification Director shall:
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Maintain resource materials related to certifications;
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Promote accreditations within the Chapter membership, including
examination preparation sessions;
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Respond to examination, certification and accreditation enquiries;
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Report to Chapter board on examination results;
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Act as a liaison between examination participants and the Association;
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Perform other duties as pertain to this office.
G) The Academic Relations Director shall:
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Manage relationships between the Chapter and academic institutions
within the Chapter’s geographical area;
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Establish opportunities to brief appropriate institutions on ISACA, its
certifications and IT governance;
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Advise the Chapter Board in all matters relating to the promotion of
ISACA in academic institutions;
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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;
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Coordinate scholarship initiatives approved by the board;
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Perform other duties as pertain to this office.
H) The immediate Past President of the Chapter shall:
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Serve in an advisory capacity, providing advice and guidance to the new
President and Board;
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Perform other duties as pertain to this office.
I) The Marketing Director shall:
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Conduct general marketing and publicity of the Chapter, ISACA
certifications, COBIT, the Association and any other new initiative;
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Coordinate initiatives involving partnerships and alliances;
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Acquire any required marketing materials as authorised by the Board;
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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;
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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.