Information Systems Audit and Control Association
Bylaws of Phoenix Chapter

Effective: DRAFT - Pending International Approval

Article I. Name

The name of this non union, non profit organization shall be the ISACA Phoenix Chapter (hereinafter referred to as "Chapter"), a Chapter affiliated with the Information Systems Audit and Control Association (hereinafter referred to as the "Association").

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 establishing controls necessary to ensure the effective organization and utilization of Information Technology (IT) resources

Article III. Membership and Dues

Section 1. Classifications and Qualifications

A. Active 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 coextensive. Therefore, upon joining the Chapter, a person shall also join the Association with accompanying rights and responsibilities. Active members in good standing shall be entitled to vote and hold office.

B. Retired Member any member in good standing, who presents proof of retirement status, subject to rules established by the Association Board. Retired members shall not 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 enrollment shall be submitted annually. Student members shall not be entitled to vote and hold office at the chapter level.

Section 2. Admissions

A. Potential members shall:

• Meet the requirements of membership as outlined in Article III, Section 1.
• Complete an Association membership application form.
• 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 January 1st 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 in good standing.

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 fourth Thursday of each month, unless otherwise ordered by the Chapter Board.

Section 2. The regular meeting in May 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 at least ten members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least 30 days notice shall be given. Paper or electronic mail may be used for the purposes of membership voting on resolutions approved by the Chapter Board of Directors, and such correspondence will be considered a special meeting for the purposes of these bylaws.

Section 4. All members in good standing and present in person shall be eligible to vote and constitute a quorum at any regular or special meeting.

Article V. Chapter Officers

Section 1. Chapter Officers

The officers of the Chapter shall be a Past President, President, First Vice President, Second Vice President, Secretary, and Treasurer.

Section 2. Term of Chapter Officers

A The Officers shall be elected bi-annually in May for a term of two 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 on June 1st of the first year and continue through May 31st of the second year.

B. No member shall hold more than one Chapter office at a time, and no member shall be eligible to serve more than two consecutive terms in the same Chapter office.

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 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 Leadership Conference/Presidents Council Meeting(s)
• Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board

B. The Chapter First Vice President shall:

• 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 Second Vice President shall:

• Report to the President and be responsible for Administration of assignments of the President.
• Perform other duties as pertain to this office.

D. The Chapter Secretary shall:

• Take minutes of the meetings of the Chapter Board
• Maintain accurate lists of the membership, and attendance records
• Be responsible for the legal affairs, Chapter reports, and communications and correspondence pertaining to the Chapter
• Perform other duties as pertain to this office

E. The Chapter Treasurer shall:

• Be custodian of Chapter funds
• Receive all monies and disburse funds only upon the Sanction of the Chapter Board, or the Chapter membership
• Submit a written report at each Chapter Board meeting
• Submit books and records for audit when required
• File any and all tax forms required
• Perform other duties as pertain to this office

Article VI. Nominations and Elections

Section 1. Chapter Nominations

A. The Chapter Board at their March meeting of the election year shall select an Election Committee of up to three members. These members will be independent of the current Board of Directors or anyone nominated for an Officer or Director position on the new Board.

B. The Election Committee shall receive candidate nominations for offices to be filled at the annual meeting of the election year.

C. The Election Committee shall report to the membership at the regular meeting in April the candidates for the officers. Each candidate shall have consented to serve.

D. Nominations from the floor shall be permitted at the April Meeting prior to the election. Each candidate shall have consented to serve.

Section 2. Chapter Elections

A. All Officers and Directors shall be elected by a majority of members responding to the electronic ballot. All responses must be received by the Elections Committee 15 days (or as determined by the Board of Directors) prior to the annual meeting in the election year in order to be counted.

B. In the event of a tie for any Officer or Director, the Board of Directors will vote and determine the winner.

Article VII. Chapter Board of Directors

Section 1. Chapter Board of Directors shall consist of the Officers and five directors.

Section 2. The Board of Directors 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 on at least a quarterly basis at a time and place determined by the Chapter Board.

E. Perform the duties prescribed in these bylaws 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 and authorize non-budgeted net expenditures not to exceed $5,000 without prior approval of the Board.

Section 4. Quorum

A majority 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. There shall be the following standing committees: membership, education, certification, audit, executive and communication.

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

B. The Education committee shall be comprised of three subcommittees. Two of the subcommittees will focus on the monthly Chapter Meeting educational component and one subcommittee will focus on our training seminars. Together, the Chapter Meetings subcommittee and the Quarterly Events subcommittee will recommend and oversee monthly and quarterly educational programs and seminars of professional education. In addition, the third subcommittee will be an Administrative Committee working to register participants and coordinate administrative responsibilities.

C. The Certifications committee shall oversee and coordinate Certified Information Systems Auditor (CISA), Certified Information Security Manager (CISM) and Certified in the Governance of Enterprise IT(CGEIT) study programs where possible.

D. The Audit committee shall complete an annual audit of the records of the Chapter, and report those findings to the Chapter Board.

E. The Executive Committee shall:

• Review any local Chapter bylaws changes and ensure their compliance with the Association’s bylaws and applicable country requirements. The committee shall then forward all Chapter bylaws changes to the Association, with changes indicated. The committee should assist the Chapter Board of Directors in a periodic, ideally annual, comparison of Chapter practices to the Bylaws and Policies and Procedures, and should also be available to provide advice to the Board as necessary. The committee may recommend Bylaws and Policies and Procedures changes to the Chapter Board of Directors for further consideration by the Chapter membership.

F. The Communications committee shall have oversight of the maintenance of the Chapter website and chapter newsletters which will be handled by two separate subcommittees of the communications committee. This will allow oversight and better messaging to our membership on a consistent basis. The Chairperson of the Website and Chapter Newsletter committees will be part of the Communications committee.

Article IX. Dissolution

To affect dissolution of the Chapter, these bylaws must be rescinded by a two thirds (2/3) vote of the 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 ISACA 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 latest edition of Robert's Rules of Order, Newly Revised, shall be the authority for all matters of procedure for the Chapter not specifically covered by its bylaws.

Article XI. Limitation of Liabilities and Indemnification

Section 1.

Nothing herein shall constitute the members of the Chapter as partners for any purpose. No member, officer, or agent of the Chapter shall be liable for the acts or failure to act on the part of any other member, officer, or agent of the Chapter, nor shall any member, officer, or agent be liable for his/her act, or failure to act under these bylaws, excepting only acts or failure to act arising out of his/her malfeasance or gross negligence.

Section 2.

Any Officer or former Officer of the Chapter shall be reimbursed against the reasonable expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit, or proceeding in which he/she are made parties or a party by reason of having been an Officer of the Chapter, except in relation to matters as to which such Officer or former Officer shall be adjudged in such action, suits, or proceedings to be liable for malfeasance or gross negligence in a performance of duty and to such matters as shall be settled by agreement, predicated on the existence of such liability. Reimbursement for expenses is limited to the amount covered by insurance in force at the time, from either the Association or the Chapter, or, if not an event covered by insurance for any reason, the Chapter reimbursement will not exceed 25 percent of the chapter reserves, and no liability for reimbursement of expenses would in any case be forthcoming from any chapter officer personally.

Article XII. Amendment of Chapter Bylaws

At a meeting of the Board, any proposed change to the By-Laws shall be considered and voted upon by the members present. If at least two-thirds (2/3) of the Board vote in favor of such change, the approved amendment, repeal or addition shall be recommended to the Membership. These Board recommended changes shall be submitted in writing at the previous regular chapter meeting or be mailed to the entire Chapter Membership at least ten (10) days prior to the meeting at which it will be considered. At the chapter meeting, the bylaws will be amended by a two thirds (2/3) vote of the Chapter membership present.

Changes made to the Bylaws by ISACA at the International level shall be automatically adopted by the Chapter and notification will be mailed out to the Chapter membership within 30 days of the ByLaw changes.

Article XIII. Termination, Removal, and Vacancies of Officers and Directors

Section 1. Termination of Membership

If the membership of any Director or Officer in the Chapter shall for any reason terminate, his or her positions as Officer and/or Director shall automatically become vacant.

Section 2. Removal

A. The Chapter Board of Directors may declare vacant the office of a Chapter Director or Officer who has died, or been declared of unsound mind by a final order of the court, or convicted of a felony, or who misses two (2) Board meetings in any one year of their term.
B. Any or all Directors or Officers of the Chapter may be removed without cause by the affirmative vote of a majority of the members entitled to vote upon the election of such director or officer under Article VI voting at a duly held meeting at which a quorum is present in accordance with Article IV. Any committee members or other appointed positions may be removed without cause by a majority vote of the Chapter Board of Directors only at a duly called meeting at which a quorum is present.
C. Removal of any officer shall constitute removal of that person as both an officer and director. Removal of any director who is an officer shall constitute removal of that person as both director and officer.

Section 3. Vacancies

If the office of any Director or Officer of the Chapter shall become vacant for any cause, the Chapter President shall appoint, with Chapter Board of Directors ratification, a person to fill the unexpired portion of his or her term. If the unexpired portion of the term is at least six months, such appointment shall constitute a term for the purposes of Article V, Section 2 (B). Such vacancy and subsequent appointment shall be deemed to include the corresponding office or directorship, if any.

Section 4. Absence or Disability

In case of the absence or disability of any Officer or Director of the Chapter and of any person hereby authorized to act in his or her place during such period of absence or disability, the Chapter Board of Directors may from time to time delegate the powers and duties of that officer to any other officer or any other person it may select.

Article XIV. Authoritative Guidelines

Section 1. Chapter Administration

A. The following represents the order of precedence in regards to guidelines for administering the affairs of the Chapter:

1. Association Bylaws
2. Chapter Bylaws
3. Association Chapter Administration Manual
4. Chapter Policies and Procedures

B. Notwithstanding the above order of precedence, exceptions to the Association Chapter Administration Manual or the Chapter Policies and Procedures can be authorized by one of methods listed below. These exceptions should be documented in Treasurer’s records in the case of financial activities, or in the Secretary’s minutes for other matters. In cases where multiple similar exceptions to the Association Chapter Administration Manual are found to be occurring, the Board of Directors should propose revisions to the Chapter Bylaws to address these situations. In cases where multiple similar exceptions to the Chapter Policies and Procedures are found to be occurring, the Board of Directors should revise the Chapter Policies and Procedures to address these situations. The following are the possible methods for making the aforementioned exceptions:

1. An authorizing vote by the Chapter membership during annual, regular or special meetings.
2. Affirmation by a majority of the Chapter Board (Officers and Board Members) present at a regular meeting of the Chapter Board, assuming a quorum was established for the meeting in accordance with these Bylaws.
3. Affirmation by a majority of the entire Chapter Board (Officers and Board Members), regardless of how many Officers and Board Members are available to vote and regardless of the method used to vote (for example, telephone, electronic mail, and so forth).

Section 2. Chapter Policies and Procedures

A. The Chapter Board of Directors may adopt policies and procedures deemed to be useful and necessary for the administration of the Chapter. Adding to or revising policies must be approved by a majority of the entire Chapter Board (Officers and Board Members), regardless of how many Officers and Board Members are present, and this may only be performed at a regular meeting of the Chapter Board. Alternatively, this approval may be by an authorizing vote by the Chapter membership, as defined in Article IV.
B. Upon approval, Chapter Policies and Procedures should be distributed to the Chapter membership in the method deemed appropriate by the Chapter Board of Directors.
C. Chapter Policies and Procedures should be maintained by the Chapter Secretary.

Section 3. Legal Matters

For the purposes of conducting business in the State of Arizona, the local activities of the Chapter shall be governed by the laws of the State of Arizona. In the event of incorporation by the Chapter in the State of Arizona, the applicable articles of incorporation will take precedence over the Chapter Bylaws in regard to the local legal affairs of the Chapter.