Hudson Valley
Chapter (Chapter 120) of the Information Systems Audit and Control
Association, Inc.
CHAPTER
BY-LAWS
Effective:
4/30/95
Article I -
General Provisions
Section 1:
Name
The name of
this organization shall be The Hudson Valley Chapter of the
Information Systems Audit and Control Association, Inc.
(hereinafter referred to as the Chapter). The Chapter is a part of
the Information Systems Audit and Control Association, Inc.
(hereinafter referred to as the Association).
Section 2:
Address
The official
mailing address of the Chapter shall be located in New York State
at the address designated by the Board of
Directors.
Article II -
Purpose and Objectives
Section 1:
Consistency with Association
Chapter
purpose and objective shall be consistent with those of the
Association.
Section 2:
Purpose and Objectives
The primary
purpose of the Chapter is to promote the education of the
individual for the improvement and development of his/her
capabilities relating to the auditing of, and/or management
consulting in, information systems audit and control, pursuant to
section 501 (c)(6) of the 1954 Internal Revenue
Code.
More
specifically, the objectives of the Chapter
are:
qTo
promote the education of, and help expand the knowledge and skills
of its members and local professionals in the interrelated fields
of auditing, quality assurance, security and information systems
(hereinafter referred to as IS) audit and
control.
qTo
encourage a free exchange of IS audit and control, quality
assurance, and security techniques, approaches, and problem-solving
by its members.
qTo
provide adequate communication to keep members abreast of current
events in the IS audit and control, quality assurance, and security
fields that can be of benefit to them and their
employers.
qTo
communicate to management, auditors, universities, and to IS
professionals the importance of establishing controls necessary to
ensure the effective organization and utilization of IS
resources.
Article III -
Membership
Section 1:
Membership in the Chapter shall be in accordance with Article II of
the By-Laws of the Association.
Article IV -
Finances
Section 1:
Fiscal Year
The fiscal
year of the Chapter shall be July 1 to June 30.
Section 2:
Dues
1. Annual dues
for Chapter membership shall be determined by the Board of
Directors. Annual Association dues shall be those established by
the Association’s Board of Directors, and shall be paid to
the Association’s Treasurer.
2. Dues and
fees shall be paid in accordance with Article XI of the
Association’s By-Laws.
3. A
reinstatement fee, to be determined by the Board of Directors, but
not to exceed ten dollars ($10.00), and including reinstatement fee
charged by the Association, shall be paid for the reinstatement of
members who have been dropped from the membership roll because of
nonpayment of Association and Chapter dues as specified in Article
II, Section 9 of the Association’s By-Laws, or because of
resignation, as specified in Article II, Section 8 of the
Association’s By-Laws.
Section 3:
Financial Responsibilities
1. The Board
of Directors shall have authority to prescribe such procedures as
it deems appropriate for adequate Chapter budgetary and financial
controls.
2. Approval of
the budget by the Board of Directors shall constitute authority for
responsible Chapter officials to obligate funds as provided in the
budget. However, no commitment shall be made that will cause the
pertinent category of expense in the budget to be exceeded by more
than 10 percent unless it has advance approval by the Board of
Directors.
Section 4:
Dissolution
In case of
Chapter dissolution and liquidation of its affairs, any money or
other assets remaining after the payment of all obligations shall
be distributed in such manner as the Board of Directors may
determine and direct, and in every case the decisions and
determination of the Board of Directors shall be final and
conclusive upon all persons in any way
interested.
After paying
or making provisions for the payment of any outstanding
liabilities, all remaining assets will be distributed exclusively
for one or more of the purposes set forth in Section 501(c)(3) of
the Internal Revenue Code of 1954 or the corresponding provision of
any future United States Internal Revenue Code.
Section 5:
Non-Inurement Clause
No part of the
net earnings of the organization shall inure to the benefit of, or
be distributed to, its members, trustees, officers or other private
persons except that the organization shall be authorized and
empowered to pay reasonable compensation for services rendered and
to make payments and distributions in furtherance of its
purpose.
Article V -
Board of Directors
Section 1:
Composition of the Board of Directors
The Board of
Directors shall consist of the Officers and immediate Past
President of the Chapter, and seven elected directors. Each officer
and Director shall serve no more than two consecutive elective
years in the same office.
Section 2:
Vacancies
In the event
of a vacancy occurring in the office of President, the
President-Elect will succeed. In the event of a vacancy in the
office of President-Elect, the office will remain vacant until a
special or regular election is held. In the case of a vacancy in
any other office or in a Directorship, the Board of Directors shall
appoint a Chapter member to fill the unexpired portion of the
term.
Section 3:
Duties and Responsibilities
The Board of
Directors shall be the governing body of the Chapter, and its
actions shall be final, unless otherwise specifically provided by
these By-Laws.
The Board of
Directors shall provide for an audit of the financial affairs of
the Chapter, at least annually, and at such other times as it may
deem advisable.
Section 4:
Eligibility
Only regular
members in good standing shall be eligible to serve on the Board of
Directors.
Section 5:
Meetings
1. The Board
of Directors shall meet at least quarterly, at a time and place
selected by the Board.
2. Meetings
may be called at any time by the President or by three members of
the Board of Directors.
3. For the
transaction of business requiring a vote, a majority of the Board
of Directors then in office shall constitute a quorum. Unless
specified elsewhere in the By-Laws, matters requiring a vote shall
be approved by a majority vote of the members of the Board of
Directors who are present.
4. At all
meetings of the Board of Directors, the President, if present,
shall act as Chairperson. In his/her absence, the Chairperson shall
be the President-Elect, if present. In the absence of both the
President and the President-Elect, the Secretary shall preside
until the election of Chairperson Pro Tem, which should take place
immediately. The members of the Board who are present by majority
shall vote to choose one among them to act as Chairperson for that
meeting.
Article VI -
Offices and Duties
Section 1:
Officer Positions
The Officers
of the Chapter shall be President, President-Elect, Vice-President
for Membership, Vice- President for Programs, Vice-President for
Publicity, Vice- President for Education, Secretary and Treasurer.
The seven director titles and responsibilities shall be determined
by the Officers. Director responsibilities shall include, but not
be limited to: Publications, Chapter Database, Student Liaison,
Advertising, Newsletter publishing, CISA Coordinator and
Awards.
Section 2:
Duties of the President
The President
shall serve as Chairperson of the Board of Directors and shall, in
addition, be the Chief Executive Officer of the Chapter; and
subject to the control of the Board of Directors, shall have
supervision, direction and control of the business and affairs of
the Chapter. The President shall preside at all meetings of the
membership. The President shall be the ex-officio a member of all
committees, except the Nominating and Audit committees, and shall
have the general powers, duties and management usually vested in
the office of the president; and he/she shall have such other
powers and duties as may be prescribed by the Board of Directors or
by the By-Laws. The President shall serve as a member of the
Regional Chapter Presidents’ Council.
Section 3:
Duties of the President-Elect
The
President-Elect shall report to the President, and in the absence
of or disability of the President, shall perform all the duties of
the President. The President-Elect automatically becomes President
for the following year, without election, as long as he/she remains
a member in good standing.
Section 4:
Duties of the Vice-President for Membership
The
Vice-President for Membership shall be the chairperson of the
Membership Committee and shall carry out the duties and
responsibilities set forth in Article VII, Section 2 of the
Chapter’s By-Laws.
Section 5:
Duties of the Vice-President for Programs
The
Vice-President for Programs shall be the chairperson of the Program
Committee and shall carry out the duties and responsibilities set
forth in Article VII, Section 3 of the Chapter’s By-
Laws.
Section 6:
Duties of the Vice-President for Publicity
The
Vice-President for Publicity shall be the chairperson of the
Publicity Committee and shall carry out the duties and
responsibilities set forth in Article VII, Section 4 of the
Chapter’s By- Laws.
Section 7:
Duties of the Vice-President for Education
The
Vice-President for Education shall be the chairperson of the
Education Committee and shall carry out the duties and
responsibilities set forth in Article VII, Section 5 of the
Chapter’s By- Laws.
Section 8:
Treasurer
The Treasurer
shall report to the President and shall be responsible for the
financial affairs of the Chapter, for the performance of all duties
incident to the office of the Treasurer, and such other duties as
may from time to time be assigned by the Board of Directors. The
Treasurer shall have power to receive and to disburse such funds of
the Chapter, subject to such restrictions as may be imposed by the
Board of Directors, as shall be required in the conduct of its
affairs and activities.
Section 9:
Secretary
The Secretary
shall report to the President, and shall be responsible for the
legal affairs reports and all Chapter correspondence. The Secretary
shall keep minutes of the proceedings at the regular membership and
Board of Directors meetings; shall maintain and preserve all
correspondence and communications pertaining to the affairs of the
Chapter.
Section 10:
Only members in good standing shall be eligible to serve as an
officer or director.
Article VII -
Committees
Section 1:
Standing Committees
Standing
Committees shall be: the Membership Committee, the Program
Committee, the Publicity Committee, the Education Committee, the
Nominating Committee, and the Audit Committee. Each Committee
chairperson shall appoint the members of his/her committee, subject
to approval of the President.
Section 2:
Membership Committee
The Membership
Committee shall report to the President, and shall be responsible
for promoting membership in the Chapter, conducting membership
drives, recommending applicants for membership, and processing and
reviewing membership applications. The Vice-President for
Membership shall be the chairperson of the Membership
Committee.
Section 3:
Program Committee
The Program
Committee shall report to the President, and shall be responsible
for preparing and recommending the Chapter Programs for the year,
including a schedule of meeting dates, obtaining speakers for all
programs, presiding at the speaker’s programs at each
meeting, and maintaining a library of program topics and speakers.
The Vice-President for Programs shall be the chairperson of the
Program Committee.
Section 4:
Publicity Committee
The Publicity
Committee shall report to the President, and shall be responsible
for publicizing and photographing all Chapter activities during the
program year and assisting in publicizing major events and
accomplishments of the Chapter and Association. The Vice-President
for Publicity shall be the chairperson of the Publicity
Committee.
Section 5:
Education Committee
The Education
Committee shall report to the President, and shall be responsible
for making known existing programs for continuing professional
education for members of the Chapter. This Committee will cooperate
with members’ employers, universities, the Association and
others to establish courses and seminars which will be of benefit
to members in their efforts to further their professional
education. The Vice-President for Education shall be the
chairperson of the Education Committee.
Section 6:
Nominating Committee
The Nominating
Committee shall report to the President, and shall be responsible
for soliciting suggestions for likely candidates for Officers and
Directors for the Board of Directors, at least ninety (90) days
prior to the June meeting. The chairperson of the Nominating
Committee shall be the Past-President.
Section 7:
Audit Committee
The Audit
Committee shall report to the Board of Directors, and shall be
responsible for auditing the Chapter books, at the fiscal year-end,
and at the change of Officers, whether the change be by election or
vacancy. The chairperson of the Audit Committee shall be appointed
and ratified by a two-thirds majority vote of the Board of
Directors.
Section 8:
Other Committees
Other
Committees may be appointed by the President whenever deemed
necessary. The chairperson of any other committees shall be
appointed by the President.
Article VIII -
Nominations and Elections
Section 1:
Annual Election
Annual
election of Officers and Directors shall be held at the
Chapter’s regular June meeting.
Section 2:
Nominations
1. The
Nominating Committee shall present a list of nominations for all
Officers and Directors to the membership, thirty (30) days prior to
the Chapter’s regular June meeting.
2. Twenty (20)
percent of the Chapter’s members, or twenty (20) members
(whichever is less), may submit an independent nomination for any
officer (except President) or director position. Such nominations
must reflect the willingness of the individual to serve and shall
be filed with the President-Elect fifteen (15) days prior to the
Chapter’s regular June meeting.
Section 3:
Election of Officers and Directors
The Officers
and Directors nominated shall be elected by a plurality of the
members voting at the Chapter’s regular June
meeting.
Section 4:
Installation of Officers and Directors
Newly elected
Officers and Directors shall be installed at the regular June
meeting of each year and shall take Office on the succeeding July
1.
Article IX -
Meetings
Section 1:
Regular Meetings
Meetings shall
be held as designated by the Board of Directors, including choice
of date, time and place. However, the Chapter shall hold at least
one regular meeting each calendar quarter. Members will be given
fourteen (14) days notice of each regular
meeting.
Section 2:
Special Meetings
Special
meetings may be called by the President, the Board of Directors, or
the President of the Association. Members will be given seven (7)
days notice of such special meetings.
Section 3:
Voting
For the
transaction of Chapter business requiring a vote, twenty (20)
percent of its paid membership or twenty (20) members (whichever is
less) shall constitute a quorum.
Article X -
Parliamentary Authority
Section 1: All
points not specifically covered in these By-Laws shall be governed
by the rules contained in Robert’s Rules of Order,
revised.
Article XI -
Amendments
Section 1:
Procedure
Proposed
changes to these By-Laws shall be made in the following
manner:
1. By
proposal, in writing from any committee to the President-Elect, or
President.
2. By
proposal, in writing to the President-Elect or President, signed by
twenty (20) percent of the membership or twenty (20) members of the
Chapter (whichever is less).
Section 2:
Voting
These By-Laws
may be amended at any regular meeting or any special meeting called
for this purpose, by two-thirds vote of the members present,
provided such amendment has been adopted by two-thirds of the total
number of Officers and Directors then in office. Notice of such
amendment must be sent with the notice of such meeting at least
fourteen (14) days prior to the date of the
meeting.
Section 3:
Amendments to Association By-Laws
When, as, and
if, amendments to Association By-Laws shall have an effect on this
Chapter’s By- Laws, such amendments shall automatically
become effective to this Chapter. Notice in writing shall be sent
to the membership.
Article XII -
By-Laws Retention
Section 1: The
original Chapter By-Laws and all subsequent approved amendments
shall be retained by the Secretary. A copy of current By-Laws shall
be distributed by the President to each Officer and Director at the
beginning of their term on the Board of
Directors.
