::::::: ISACA Philadelphia Bylaws ::::::

ISACA Philadephia Bylaws

Article I. Name
Article II. Purpose
Article III. Membership and Dues
Article IV Fiscal Year
Article V. Chapter Meetings
Article VI. Chapter Officers
Article VII. Chapter Board of Directors
Article VIII. Nominations and Elections
Article IX. Chapter Committees
Article X. Dissolution
Article XI. Parliamentary Authority
Article XII. Amendment of Chapter Bylaws

Article I. Name

The name of this non-union, non-profit organization shall be the Information Systems Audit and Control Association, Philadelphia Chapter, Inc. (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 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 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 in good standing shall not be entitled to vote and hold office at the Chapter level.

D. Other - The Board at its discretion, may provide for other classes of membership

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 new 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 Fiscal Year

The fiscal year shall begin on July 1 and end on June 30

Article V. Chapter Meetings

Section 1. Regular Meetings

The regular meetings (i.e., other than Chapter Board of Directors meetings) of the Chapter shall be held as ordered by the Chapter Board. At a minimum, quarterly meetings shall be held.

Section 2 Annual Meeting

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

Special meetings may be called by the President or by the Chapter Board and shall be called upon written request by 25 members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least 10 business days' notice shall be given.

Section 4. Meeting Quorum

Ten percent (10%) of the membership shall constitute a quorum at any regular or special meeting.

Article VI. Chapter Officers

Section 1. Chapter Officers

The Officers of the Chapter shall be a President, First Vice-President, Second Vice-President, Secretary, Treasurer, Editor-in-Chief - Chapter Newsletter, and Immediate Past President.

Section 2. Term of Chapter Office

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 Second Vice-President shall succeed to the position of First Vice-President and subsequently to the position of President unless or until they resign or are removed from office. The term of office shall begin on July 1 and continue through June 30.

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. President
The President shall be the chief executive of the organization and shall have general supervision over the business and affairs of the organization and its officers, subject to the control of the Chapter Board of Directors. He/she shall also serve as Chairman and presiding officer at Chapter meetings.

He/she shall have the authority to sign and execute in the name of the organization all contracts, bonds or other instruments authorized by the Chapter Board of Directors except where the signing and execution thereof shall be expressly delegated by the Chapter Board of Directors to some other officer or agent of the organization. He/she shall preside at all meetings of the membership and the Chapter Board of Directors and perform all other duties incident to the office of the President.

B. Vice President
The First Vice-President shall perform such duties as may, from time to time, be assigned by the President. In the absence, disability, or in the event of the resignation of the President, the First Vice-President shall possess all the powers and discharge all the duties of the President.
The Second Vice-President shall aid the First Vice-President in the performance of his/her duties. Should, for any reason, the First Vice-President succeed to the office of President, the Second Vice-President shall succeed to the position of First Vice-President. The office of Second Vice-President shall be filled according to Article VI, Section 4.B. of these by-laws.

C. Treasurer
The Treasurer shall have general supervision of the financial operations of the Chapter. He/she shall supervise the receipt and the deposit of all monies due in the bank accounts in the name of the organization as are approved by the Board of Directors.

He/she shall keep such books of accounts as will enable him/her to report to the membership or the Chapter Board of Directors, whenever called upon, concerning the finances of the Chapter and to perform such other duties as the President may assign to him/her.

The accounts of the Treasurer shall be audited as prescribed in Article IX of these bylaws. These audits shall be performed at least annually and upon a change in the office of Treasurer.

D. Secretary
The Secretary shall keep records of meetings of the Chapter Board of Directors and general membership meetings. The Secretary will maintain accurate lists of the membership and attendance records as well as be responsible for the legal affairs of the Chapter.

E. Immediate Past President
The Immediate Past President shall serve in an advisory capacity, and perform other duties as pertain to this office.

Section 4. Chapter Vacancies and Removal

A. In the event of vacancies during the terms of the office, the First Vice-President shall succeed the President.

B. If a vacancy should occur in any office, except that of President and Immediate Past President, the vacancy shall be filled by the President to serve the unexpired portion of the term, subject to the approval of the Board of Directors.

C. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain until filed 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.

E. Any officer or director may be removed for cause by a two-third vote of the Officers and Chapter Board of Directors at a regular meeting or any other meeting called for that purpose.

Article VII. Chapter Board of Directors

Section 1. Composition

Chapter Board of Directors shall consist of seven (7) officers as defined in Article VI, and a maximum of sixteen (16) directors and a minimum of seven (7) directors. Fourteen of the director positions shall be full time directors and two (2) shall be alternate directors.
In addition, two (2) Collegiate Advisors will be invited to participate at Philadelphia Chapter Board meetings. These individuals will not be required to maintain membership status in the Information Systems Audit & Control Association. Collegiate Advisors will serve in an advisory capacity and will not be granted voting privileges on matters concerning the operation of the Chapter.

Section 2. Duties

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 at least quarterly at a time and place determined by the Chapter Board.
E. Special meetings may be called at any time and place by the President or by a majority of the Board of Directors. Notice and time and place of the meeting shall be given no less than two days in advance of the meeting.
F. 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 expend funds allotted in the approved budget

Section 4. Quorum - Board Meetings

One-third (1/3) 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. Nominations and Elections

Section 1. Chapter Nominations
A. The Nominating Committee shall be appointed by the President consisting of a minimum of three members. The Immediate Past President shall also serve as a member of this committee and shall act as Committee Chairman.

B. It shall be the duty of the Committee to select a recommended slate of candidates for the Board of Directors to be elected in accordance with Article VII of these Bylaws and a recommended slate of officers in accordance with Article VI.

C. Members have the right to make additional nominations in writing to the Nominating Committee Chairman up to and including the last business day of the month prior to the annual meeting. The member making the nomination must obtain approval of the nominee before submission. The Nominating Committee Chairman must include all additional nominations on the ballot.

D. Nominations from the floor shall not be permitted prior to the election.

Section 2. Chapter Elections

A. The Chapter Board shall be elected by voice.

B. The recommendations of the Nominating Committee shall be submitted to the membership at the annual meeting at which officers and directors shall be elected. The Chairman of the Nominating Committee shall also formally nominate his Committee's recommendations at said meeting.

Article IX. Chapter Committees

Section 1. There shall be the following standing committees: program, audit, publicity, and membership, which shall serve for a one year term beginning July 1.

Section 2. Duties of standing committees

A. Program
The President shall appoint a Program Committee. It shall be the duty of this Committee to plan and arrange meetings, secure speakers and perform such other activities as may be necessary to insure a series of informative meetings and activities of the Chapter. They shall also keep the Chapter informed in advance of all activities and programs being planned.

B. Publicity
The President shall appoint a Publicity Committee. It shall be the duty of this Committee to contact and work with the general press and trade press, to secure beneficial publicity for the Chapter, and to give widespread dissemination of news concerning the accomplishments and activities of the Chapter and its members.

C. Audit
The president shall appoint an Audit Committee whose duty it shall be to audit the books of the Treasurer at least once a year after the close of the fiscal year and to submit their report of the audit to the Chapter Board of Directors at the next meeting subsequent to the completion of the audit. An audit committee shall examine the books of account and other financial records of the Chapter whenever there is a change in the office of Treasurer.

D. Membership
The President shall annually appoint a Membership Committee. It shall be the duty of this Committee to develop, promote and endeavor to secure new members. The Committee shall also keep a current roll of membership and welcome new members to the Chapter.

E. Other
The Chapter Board of Directors or President may establish other Committees as the business of the Chapter may require. Members of each Committee need not be members of the Chapter Board of Directors, shall perform the duties specified in the resolution of appointment, and shall serve until the next annual meeting unless sooner discharged.

Article X. Dissolution

To effect 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 Regional Vice President of the Association, and the Executive Director 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 EVP of Membership, and the Association's International President.

Article XI. Parliamentary Authority

The rules contained in the latest edition of Robert's Rules of Order, Newly Revised, or the appropriate country parliamentary authority, shall be the authority for all matters of procedure for the Chapter not specifically covered by its bylaws, except where dispensed by a majority vote of the Chapter Board of Directors.

Article XII. Amendment of Chapter Bylaws

These bylaws may be revised, amended or repealed by the Chapter membership at any meeting by a majority vote of the members present at which there is a Quorum. Amendments to the bylaws must be initially approved by a majority vote of the Board of Directors. Prior to the vote by membership, bylaw changes must be published for their review.