Bylaws of the Jacksonville
Chapter
Article I. Name
The name of this non-union, non-profit organization shall be the Jacksonville Chapter (hereinafter referred to as “Chapter”), a Chapter affiliated with the Information System Audit and Control Association (hereinafter referred to as the “Association”). The Chapter, apart from its innate 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 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, quality assurance, security, IS audit and control, and IT
governance;
• To encourage a free exchange of IS audit
and control, quality assurance, and security techniques, approaches, and
problem solving between 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;
• To communicate to management, auditors,
universities, and IS professionals the importance of establishing controls
necessary to ensure the effective organization and utilization of IT resources,
and;
• Promote the Association’s professional certifications.
Article III. Membership 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
coextensive. 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, 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
enrollment 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 1.
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
1 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 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 third Wednesday of each month from September through May, unless
otherwise ordered by the Chapter Board.
Section 2. The regular meeting in the month of May
shall be known as the annual meeting and shall be for election of new Officers
and Board Members, receiving reports of officers and committees, and 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 (10) members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least fourteen (14) days notice shall be given. 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 4. Ten (10) members shall constitute a
quorum at any regular or special meeting.
Article
V. Chapter Officers and Board
Members
Section 1. Chapter Officers
The Officers of the Chapter shall be a
President, Vice President, Secretary, Treasurer, and immediate Past President.
Section 2. Term of Chapter Officers and Board
Members
A. The Officers and Board members, 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 office shall begin on July 1st and
continue through June 30th of the following year.
B. No member shall hold more than one (1)
Chapter office at a time, and no member shall be eligible to serve more than
three (3) 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 Chapter Board,
• Be an
ex-officio member of all committees except the Nominating Committee,
• Represent
the Chapter at Leadership Conference/Presidents Council Meeting(s),
• 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 annual general meeting,
• Supervise budgetary matters and proper
internal control of finances,
• Perform
other duties as pertinent to the office of President, or which may be delegated
by the Chapter Board.
B. The Chapter Vice president shall:
• Perform
the duties of the President in the event of his/her absence or disability,
• Perform
other duties as pertinent to this office.
C. The Chapter Secretary shall:
• Take minutes of Chapter Board meetings,
• Maintain accurate lists of membership, and
attendance records,
• Be responsible for the legal affairs, Chapter
reports, and communications and correspondence pertaining to Chapter
membership,
• Perform the other duties as pertinent to this
office.
D. The Chapter Treasurer shall:
• Be custodian of Chapter funds,
• Receive all moneys and disburse funds only
upon the sanction of the Chapter Board, or the Chapter membership,
• Remit dues to the Association as required,
• Submit a written report at each regular
meeting,
• Submit books and records for audit when
required,
• File any and all tax forms required,
• Perform other duties as pertinent to this
office.
E. The immediate Past President of the Chapter
shall:
• Serve in an advisory capacity,
• Perform other duties as pertinent to this
office.
Section 4.
Chapter Vacancies
A. If a vacancy should occur in any office,
except that of the President or 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. A nominating committee of two (2) members
shall be selected by the Chapter Board at their February meeting.
B. The nominating Committee shall nominate
candidates for Officers and Board members to be filled at the annual meeting.
C. The nominating Committee shall report to
the membership at the regular meeting in March. Each candidate shall have
consented to serve.
D. Nominations from the floor shall be
permitted prior to the election. Each candidate shall have completed a
“Willingness to Serve” and “Conflict of Interest”
form.
Section 2.
Chapter Elections
A. Officers and Board members shall be elected
by voice.
Article
VII. Chapter Board
Section 1.
The Chapter Board shall consist of the Officers (President, Vice-President,
Secretary, Treasurer, and Past-President) and Directors for the following
committees:
- Program
- Hospitality
- Newsletter
- Certification
- Education
- Membership
Chapter Board members (including Officers)
may be in charge of more than one (1) committee, and, conversely, some
committees may have more than one (1) Chapter Board member.
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 subjected to the orders of the
membership,
D. Meet monthly at a time and place determined
by the Chapter Board,
E. Perform the duties prescribed in these
bylaws and parliamentary authority adopted by the Chapter,
F. Appoint a member of the Chapter to
perform an annual audit of the Chapter’s financial records at the end of the
Chapter year and prior to turn over of the records to the newly elected
Treasurer.
Section 3. Authority
The Chapter Board shall have the authority
to expend funds as necessary to meet the objectives of the Chapter and the
Association.
Section 4. Quorum
A majority of the Chapter Board shall
constitute a quorum.
Section 5. Insurance
The Chapter Board shall secure whatever
coverage is deemed necessary to meet the needs of the Chapter.
Article VIII. Chapter Committees
Section 1. There shall be the following standing committees;
- Program
- Hospitality
- Newsletter
- Certification
- Education
- Membership
Section 2. Duties of Standing Committees
A. The Program committee shall recommend,
plan, coordinate and oversee guest speakers for Chapter meetings, seminars, conferences
and other programs of professional education that the Chapter may undertake as
directed by the Chapter Board.
B. The Hospitality committee shall coordinate
locations for Chapter meetings, seminars and events, including meal planning,
logistics and attendance registration.
C. The Newsletter committee shall publish
monthly newsletters, promotional materials and other communications to all
Chapter members as directed by the Chapter Board.
D. The Certification committee shall assist
the Chapter in promoting the CISA and CISM examinations and professional
designation locally, and shall provide assistance in planning and conducting
the Chapter’s exam review course as directed by the Chapter Board.
E. The Education committee shall serve as a
liaison to educational institutions such as local colleges and universities,
including attending career/job fairs, speaking engagements, etc., as directed
by the Chapter Board.
F. 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,
thorough its Membership committee shall receive and forward applications for
membership to the Association.
Article IX. Annual Audits
A member or other qualified individual
appointed by the Chapter Board shall perform an annual audit of the Chapter’s
financial records at the end of the Chapter year. The audit shall be completed
prior to turning the records over to the newly elected Treasurer. The audit
should consist of reviews of receipts, disbursements, bank reconciliations, tax
filings, and other financial records, as appropriate. The person responsible
for doing the audit shall report the audit results to the new Chapter Board and
a copy of the same shall be forwarded onto the Association in conjunction with
the Chapter Annual Report.
Article X. Dissolution
To effect dissolution of the Chapter,
these bylaws must be rescinded by a 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 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 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 Robert’s Rules of Order Newly 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 shall forward all
bylaws changes to the Association, with changes indicated, as the Association
Membership Board must give approval to all bylaws changes 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 bylaws. The Chapter Board must ensure the compliance
of the bylaws with the Association’s bylaws and applicable country
requirements.
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 (10) days prior to the
meeting at which it will be considered.