CHAPTER BY-LAWS
Hudson Valley Chapter (Chapter 120) of the Information Systems Audit and Control Association, Inc.
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:
To 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.
To encourage a free exchange of IS audit and control, quality assurance, and security techniques, approaches, and problem-solving by its members.
To 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.
To 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.
Last modified: 12/10/07 |