Greater Cincinnati Chapter
Information Systems Audit and Control Association

Amended: March 2006
Approved: May 2006

The name of this non-profit organization shall be the Greater Cincinnati Chapter (hereinafter referred to as “Chapter”), a Chapter affiliated with the Information Systems Audit and Control Association (ISACA) (hereinafter referred to as the “Association”) as registered with the Secretary of the State of Ohio. 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 and Objectives

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 audit and control, pursuant to Section 501(c)(6) of the US Internal Revenue Code. The objectives of the Chapter are:

(a) 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 Information systems audit and control;
(b) To encourage a free exchange of Information Systems audit and control, quality assurance, and security techniques, approaches, and problem solving by its members;
(c) To promote adequate communication to keep members abreast of current events in Information Systems audit and control, quality assurance, and security fields that can be of benefit to them and their employers, and;
(d) To communicate to management, auditors, universities, and to Information Systems professionals the importance of establishing controls necessary to ensure the effective organization and utilization of Information Technology resources.

Article III Membership

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 co-extensive. 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 member on the date of their retirement, who presents proof of retirement status, subject to rules established by the Association Board. Retired members shall be entitled to vote and hold office in the Chapter.

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 in the Chapter.

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.

Article IV Finances

Section 1: The fiscal year of the Chapter shall be the calendar year unless otherwise established by the Chapter Board of Directors.

Section 2: Dues

A. Chapter dues shall be payable on or before January 1 of each year, in an amount determined by the Chapter Board of Directors plus Association dues.

B. A member whose dues are in arrears for more than 60 days shall no longer be deemed a Chapter member.

C. A member shall forfeit Association membership if dues have not been paid to the Association and to the Chapter as required.

D. Chapter dues will be waived for eligible Retired members. Retired members will also be allowed to attend Chapter sponsored functions at half the cost assessed a member.

E. The Chapter will support individuals who are displaced from their job by allowing any active member to attend up to 6 monthly meetings at no cost to the individual immediately following the loss of employment. These individuals may also attend seminars or presentations sponsored solely by the Chapter at no cost providing they assist the responsible Committee in preparing for the event as deemed necessary.

Section 3: Execution of Instruments

Except as otherwise provided in these Bylaws, the Chapter Board of Directors may authorize any officer or officers and any agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter and such authority may be general or confined to specific instances. Unless so authorized, no officer or agent shall have any power or authority to bind the Chapter by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

A copy of all contractual agreements should be provided to the Chapter President and Treasurer.

Article V Chapter Meetings

Section 1: The Chapter shall hold at least eight regular monthly meetings each year, at a time and place as determined by the Chapter Board of Directors.

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 of Directors. Except in cases of emergency, at least one calendar week’s notice shall be given.

Section 4: For the transaction of Chapter business requiring a vote, 20 members 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, Vice President of Membership, Vice President of Programs, Vice President of Professional Development, Vice President of Communications, Secretary, and Treasurer. Additional officers may be added by the Chapter Board of Directors as deemed necessary.

Section 2: Term of Office

A. The Officers 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. Newly elected Officers and Chapter Board of Director members shall take office on June 1 in the year elected.

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:
· Be Chief Executive Officer of the Chapter
· Preside at all meetings of the Chapter and the Chapter Board of Directors
· Be an ex-officio member of all committees except the Nominating Committee
· Represent the Chapter at Leadership Conferences and Presidents Council Meetings
· Be responsible for the enforcement of the Bylaws and carrying out of all orders and resolutions of the Chapter Board of Directors
· 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 the annual meeting
· Supervise budgetary matters and proper internal control of finances
· Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board of Directors

B. The Chapter Vice-President of Membership shall:
· Maintain membership records
· Promote membership in the Chapter

C. The Chapter Vice-President of Programs shall:
· Be the Chairperson of the Program Committee
· Be responsible for obtaining speakers and locations for the monthly meetings

D. The Chapter Vice-President of Professional Development shall:
· Be the Chairperson of the Professional Development Committee
· Recommend and oversee seminars and programs of professional education

E. The Chapter Vice-President of Communications shall:
· Be responsible for all Chapter communications such as newsletter and professional education information
· Be responsible for updating of website content

F. The Chapter Secretary shall:
· Take minutes of the meetings of the Chapter Board of Directors
· Be responsible for the legal affairs, Chapter reports, and communications and correspondence pertaining to the Chapter
· Perform other duties as pertain to this office, or which may be delegated by the Chapter Board of Directors

G. The Chapter Treasurer shall:
· Be custodian of Chapter funds
· Receive all moneys and disburse funds only upon the sanction of the Chapter Board of Directors, or the Chapter membership
· Remit dues to the Association as required
· Submit a written report at each Chapter Board of Directors meeting
· Submit books and records for audit when required
· File any and all tax forms required
· Perform other duties as pertain to this office, or which may be delegated by the Chapter Board of Directors

Section 4: Chapter Vacancies

A. If a vacancy should occur in any office, the Chapter Board of Directors shall appoint a Chapter member to fill the unexpired portion of the term.

B. 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.

Section 5: Absence or Disability

In case of the absence or disability of any Chapter officer 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 VII Chapter Board of Directors

Section 1: Chapter Board of Directors shall consist of the officers and a maximum of three prior Presidents that are members. If three prior Presidents are not available, a member with prior Board experience may be chosen by the Nominating Committee.

A. The three prior Presidents shall provide oversight and guidance to the Chapter Officers regarding all chapter business as well as comprise the Nominating Committee as noted in Article VIII.

B. Directors and members of the committees may receive such reimbursement for expenses as may be fixed or determined by the Chapter Board of Directors. Directors shall not be paid any compensation for their services.

Section 2: Duties and Responsibilities

The Chapter Board of Directors shall:

A. Be the governing body of this chapter and its actions shall be final, unless otherwise specifically provided by these bylaws.

B. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.

C. Make the books of the Chapter available for inspection by any member of the Chapter.

D. Approve the expenditure of Chapter funds.

E. Members of the Chapter Board of Directors are required to attend a minimum of three regular monthly Chapter meetings per program year.

Section 3: Chapter Board Meetings

A. The Chapter Board of Directors shall hold at least four board meetings during the program year.

B. Members of the Chapter Board of Directors are required to attend a minimum of two board meetings per program year. Chapter Board members failing to meet these requirements may be asked to resign.

C. Meetings may be called at any time by the President or three members of the Chapter Board of Directors.

D. For transaction of business requiring a vote, a majority of the Chapter Board of Directors then in office shall constitute a quorum.

E. At all meetings of the Chapter Board of Directors, the President, if present, shall act as Chairperson. In the absence of the President the members of the Chapter Board of Directors who are present shall by majority vote choose one among them to act as Chairperson for that meeting.

F. Notice of meetings of the Chapter Board of Directors shall be given to each Director in writing in advance of the meeting or as the Chapter Board may otherwise direct, but no failure in delivery of such notices shall invalidate the meeting or any action taken or proceedings there at.

Article VIII Nominations and Election

Section 1: Chapter Nominations

A. The Nominating Committee shall be made up of three members.

B. The Nominating Committee shall nominate candidates for offices to be filled at the annual meeting subject to the approval by the Chapter Board of Directors.

C. The Nominating Committee shall report a list of nominations for all Officers and Directors to the membership at the regular meeting in April. Each candidate shall have consented to serve.

D. Nominations from the floor shall be permitted prior to the election. Any candidate nominated from the floor shall have consented to serve.

Section 2: Chapter Elections

A. Officers shall be elected by a plurality of the votes of the members.

B. In the event there is only one candidate for any office, voting on that office may be by voice.

Article IX Chapter Committees

Section 1: Standing committees shall be: the Membership Committee, the Program Committee, the Professional Development Committee and the Communications Committee.

A. The Chairperson of these committees shall be the respective Vice President.

B. Each committee Chairperson shall appoint or nominate individuals to the committee as Assistant Vice President positions, subject to the approval of the Chapter Board or membership.

Section 2: Audit Committee

The Audit Committee shall be appointed annually. The Chairperson of the Audit Committee shall not be a member of the Chapter Board of Directors. The Audit Committee shall perform an audit of the financial affairs of the Chapter, at least annually, and at such other times as deemed advisable. A report of the findings shall be made to the Chapter Board of Directors on all audits performed.

Section 3: Other committees may be appointed by the President whenever deemed necessary, subject to the approval of the Chapter Board of Directors.

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 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 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, 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 Revised 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 bylaw amendments to the Association, with amendments indicated, as the Association Membership Board must give approval to all bylaw amendments prior to submitting for vote by the Chapter membership. The Chapter Board of Directors shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter Board of Directors 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, or any special meeting called for this purpose, by two-thirds (2/3) vote of the Chapter membership present, provided that the amendment(s) 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.