Membership Chapter By-Laws

san francisco by-laws

ISACA - SAN FRANCISCO CHAPTER

BY-LAWS
(As Amended FEBRUARY 3, 2006)

ARTICLE I: GENERAL PROVISIONS

Section 1.01: Name

The name of this organization shall be the San Francisco Chapter (herein referred to as the "Chapter") of ISACA (and herein referred to as the "ISACA").

Section 1.02: Principal Office

The principal office and meeting place of the Chapter shall be located at such place as the Board of Directors (the "Board") shall determine. The Board is granted full power and authority to change said meeting place from one location to another.

Section 1.03: Purpose and Objectives

This organization is an affiliated chapter of ISACA. Its purpose is the same as that of ISACA, namely: "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 Internal Revenue Code of 1986, as amended, and in accordance with California law.

More specifically, the objectives of ISACA, and of this Chapter, are:

(a) to promote the education of, and help expand the knowledge and skill of its members in the interrelated fields of Auditing and Information Systems audit and control;

(b) to encourage a free exchange of Information Systems audit and control 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 that can be beneficial to them and their employers; and

(d) to communicate to management, auditors, and to Information Systems professionals the importance of establishing controls necessary to ensure the effective organization and utilization of information systems resources.


ARTICLE II: MEMBERSHIP

Section 2.01: General

Membership in the Chapter will be in accordance with ARTICLE II of the International by-laws for ISACA, Inc.

Section 2.02: Chapter Area

The specific geographical areas served by the San Francisco Chapter are the California Counties of San Francisco, San Mateo, Alameda, Marin, Sonoma and Contra Costa. In addition, Members-At-Large or prospective members who live or work outside of the aforestated counties may join this Chapter, if not contrary to ISACA by-laws.

Section 2.03 Termination

(a) The Chapter Board, at any meeting at which a quorum is present, may, by a two-thirds vote of those present, recommend to the International Board termination of membership for any Chapter member who, in the Chapter Board's judgment, has violated the by-laws or who has been guilty of conduct detrimental to the best interests of the Chapter or ISACA. Such termination by the International Board shall be final and shall cancel all rights, interest or privileges of such members in the services or resources of the Chapter.

(b) Membership in this Chapter will be terminated if payment of annual Chapter and International dues has not been received as provided by the International by-laws.


ARTICLE III: MEETINGS

Section 3.01: Annual Membership Meeting

(a) Purpose

An Annual Meeting of the Chapter shall be held for the purpose of announcing the results of the election of officers and directors for the ensuing term, for receiving reports from current and retiring officers and committees, and for transacting such other business as may properly come before such meetings. The meetings shall be presided over by the President of the Chapter and shall be conducted under the rules contained in Robert's Rules of Order, Revised except in those cases where the rules are in conflict with the by-laws, the by-laws shall govern.

(b) Time and Place

The Chapter Board shall hold an annual meeting (the "Annual Meeting") at such time and place as the Board shall determine.

(c) Notification of Meeting

Written notifications shall be sent to all members in good standing. The notification should include the date, time and location of the Annual Meeting including the general nature of the business to be transacted, and it should be sent at least 30 days prior to the date selected. No failure in delivery of such notices shall invalidate the meeting or any action taken or proceedings thereat.

(d) Presiding Officer

The meeting will be presided over by the President of this Chapter. In the event the President cannot preside, the presiding officer will be in accordance with the line of succession as noted in Article IV, Section 4.05b of these by-laws.

(e) Quorum and Voting

All members in good standing and present in person shall be eligible to vote at the Annual Meeting.

Voting shall be by ballot unless waived by the majority of the members present.

All business coming before the members at the Annual Meeting for approval shall be approved by a majority vote of those present in person or by written ballot unless otherwise required by these by-laws.

Section 3.03 Special Membership Meetings

(a) Special Meetings

Special Meetings to transact Chapter business may be called by the President, the Board, or the President of ISACA.

(b) Time and Place

The Special Meetings shall be held at a time and place determined by the Board. Special Meetings shall be scheduled to coincide with regular Information Exchange Meetings when appropriate.

(c) Notification of Meeting

All members shall be sent written notification of business to be transacted, and the date and location of each Special Meeting at least one week in advance of the date selected. No failure in delivery of such notices shall invalidate the meeting or any action taken or proceedings thereat.

(d) Presiding Officer, Quorum and Voting

The Presiding Officer, quorum and voting of each Special Meeting shall be in accordance with Article III, Section 3.01d and 3.01e of these by-laws.


ARTICLE IV: DIRECTORS

Section 4.01: Number and Composition of the Board

(a) The five elected officers of the Chapter (see ARTICLE V, Section 5.01)

(b) Seven elected Directors

(c) The latest past president of this Chapter

Section 4.02: Elections

The election of Directors shall be in accordance with Article VI. A Director may be elected to two consecutive terms.

Section 4.03: Term of Office

Elected Directors shall take office at the conclusion of the Annual Meeting following election and shall hold office for two years or until a successor shall have been duly elected and taken office or until the director is removed from office or resigns.

Section 4.04: Duties and Responsibilities

(a) The Board shall be the governing body of this Chapter and its action shall be final, unless otherwise specifically provided by these by-laws or those of ISACA.

(b) The Board shall provide for an independent audit of the financial affairs of the Chapter, annually, and at such other times as it may deem advisable.

Section 4.05: Meetings of the Board

(a) The Board shall hold at least two meetings annually at such time and place as it may elect. At such meetings, a quorum must be present to conduct business coming before the Board. To constitute a quorum, a majority of the total membership of the Board then in office must be present in person. All business coming before the Board for approval shall be approved by a majority of those present unless otherwise required by the by-laws. Meetings will be conducted in accordance with Robert's Rules of Order, Revised, except in those cases where Robert's Rules are in conflict with these by-laws, then these by-laws shall govern.

(b) At all meetings of the Board, the President, if present, shall act as Chairperson. In the absence of the President, the First Vice President shall act as the Chairperson. In the absence of the President and the First Vice President, the members of the Board, who are present shall by majority vote choose one among them to act as Chairperson for that meeting.

(c) Notice of meetings of the Board shall be given to each Director in advance of the meeting in writing, or as the Board may otherwise direct, but no failure in delivery of such notices shall invalidate the meeting or any action taken or proceedings thereat. Written notice may be waived by unanimous consent of the Directors.

(d) Special Board meetings may be called by the President or any three members of the Board.

(e) Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another, and a majority of the Board members agree to the meeting in advance.

Section 4.06: Expenses

Board members and members of the committees may receive such reimbursement for expenses as may be fixed or determined by the Board. Board members shall not be paid any compensation for their services, except in those special cases, when designated by the Board, where the Board member shall be appointed to fill a paid position.


ARTICLE V: OFFICERS

Section 5.01: Chapter Officers

(a) Officers

The elected Officers of the Chapter shall be the President, First Vice President, Second Vice President, Secretary, and Treasurer.

(b) Term of Elected Officers

i. Elected Officers shall take office at the conclusion of the Annual Meeting following election and shall hold office until a successor shall have been duly elected and taken office or until the officer resigns or is removed.

ii. Chapter Officers shall be eligible for re-election. The President may not serve more than two consecutive terms. Likewise, the other officers, may not serve more than two consecutive terms in the same office.

(c) Duties

i. President

The President shall be the executive head of the Chapter and, when present, shall preside at all meetings of the members of the Chapter and of the Board. The President shall exercise general supervision of the affairs of the Chapter and shall be responsible for the enforcement of the by-laws and the execution of all orders and resolutions of the Board. The President shall keep the Board fully informed and shall frequently consult it concerning the business and activities of the Chapter and shall make, on behalf of the Board, an annual report to the members of the Chapter. The President shall have such additional duties as may be delegated by the Board.

ii. First Vice President

The First Vice President shall report to the President. In the absence or disability of the President, the First Vice President shall assume the duties of the President for the duration of such absence or disability.

The First Vice President shall be responsible for the administration of assignments from the President and for such other actions as may be authorized and delegated by the Board.

iii. Second Vice President

The Second Vice President shall report to the President and shall be responsible for the administration of assignments from the President and for such other actions as may be authorized and delegated by the Board.

iv. Secretary

The Secretary shall report to the President and shall be responsible for the legal affairs, Chapter reports, and such other duties as may be authorized and delegated by the Board.

The Secretary shall keep minutes of the proceedings at all Membership and Board meetings, and shall preserve communications pertaining to the affairs of the Chapter. The President may appoint another person to take minutes in the Secretary's absence.

v. Treasurer

The Treasurer shall report to the President and shall be responsible for recording the financial affairs of the Chapter, for the performance of all duties incident as to the office of Treasurer and such other duties as may be assigned by the Board. The Treasurer shall have the power to receive and to disburse such funds of the Chapter as shall be required in the conduct of its affairs and activities.

The Treasurer shall be responsible for the preparation, after consulting with other Officers of the Chapter, of an annual budget. The budget is to be submitted to the Board for approval prior to the beginning of the fiscal year to which it is applicable. No deficit operating budget shall be approved by the Board.

The books and financial records of the Chapter shall be maintained under the supervision of the Treasurer. All monies due and payable to the Chapter from any source shall be received by the Treasurer and deposited to the credit of the Chapter in banks, trust companies, and other depositories designated by the Board. The Treasurer shall be responsible for keeping proper account of all monies disbursed on behalf of the Chapter and of all records in connection therewith.

The Treasurer may sign, unless otherwise directed by the Board, any check, draft or other order of the Chapter for the payment of money, subject to such custody arrangements as the Board may approve. The Treasurer shall be responsible for providing for the custody and safekeeping of all funds and securities of the Chapter. The Treasurer, or any member of the Board designated by the Board, shall have the right of access to these fund and securities.

The Treasurer shall submit financial statements to the Board and to the membership in such form and frequency as the Board may direct, and to governmental agencies as required by law.

The Treasurer shall be responsible for preparing and submitting documents required by the Internal Revenue Service and the International by-laws of ISACA.

Section 5.02: Indemnification

The Chapter shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request or by its election as a director or officer of another corporation, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or a director or officer of the Chapter or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in performance of duty and to such matters as shall be settled by agreement predicated on existence of such liability.

The indemnification provided hereby shall not be deemed exclusive of any other rights to which anyone seeking indemnification may be entitled under any by-law, agreement, vote of members or disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office.


ARTICLE VI: ELECTION AND REMOVAL OF OFFICERS AND DIRECTORS

Section 6.01: Manner of Election

The Chapter Officers and Directors shall be elected by the membership of the Chapter (See Article VIII, Section 8.02). Nomination and election for all such offices shall automatically constitute nomination and election as a Director or Officer of the Chapter. All nominees must be members in good standing.

Section 6.02: Procedure

(a) All Officers and Directors shall be elected by a plurality of the votes of the members responding to a mail ballot. Results of the election will be certified by the Election Committee to the Board and announced at the Annual Meeting.

(b) At the discretion of the Board, ballots may be sent by either electronic mail or postal mail. Ballots shall be mailed by the Election Committee 45 days in advance of the Annual Meeting to all members and shall contain the names of all candidates for vacant Officer and Director positions. Ballots must also contain provisions for write-in votes for each vacant Officer and Director position.

(c) Only Chapter members in good standing shall be entitled to receive a mail ballot. All responses must be received by the Election Committee 15 days (or as designated by the Board) prior to the Annual Meeting in order to be counted.

(d) The Board shall determine by resolution whatever other procedures it deems necessary to conduct Chapter elections in a proper, reasonable, non-biased and accurate manner.

Section 6.03: Termination of Membership

If the membership of any elected Officer or Director in this Chapter shall for any reason terminate, their office shall automatically become vacant.

Section 6.04: Removal of an Officer or a Director

(a) The Board may declare vacant the office of any Officer or Director who has been declared of unsound mind by a final order of the court, or convicted of a felony, or who the Board determines is not adequately fulfilling his/her responsibilities.

(b) Any or all directors or officers may be removed without cause by the affirmative vote of a majority of the members entitled to vote upon the election of such director or officer under Sections 6.01 and 6.02 voting 1) at a duly held meeting at which a quorum is present, or 2) by written ballot in conformity with the California law. Any or all additional officers appointed pursuant to Section 6.04 above may be removed without cause by a majority vote of the Board only at a duly called meeting at which a quorum is present.

(c) Removal of any officer who is a director shall constitute removal of that person as both an officer and director. Removal of any director shall constitute removal of that person as both director and officer.

Section 6.05: Vacancies

If the office of any elected Officer or Director shall become vacant for any cause, the Board shall appoint a person to fill the unexpired portion of his or her term. Such vacancy and subsequent appointment shall be deemed to include the corresponding office or directorship, if any. This person shall also become a member of the Board.

Section 6.06: Absence or Disability

In the case of the absence or disability of any officer of the Chapter and of any person hereby authorized to act in his/her place during such period of absence or disability, the Board 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: REGIONAL CHAPTER PRESIDENT'S COUNCIL

The President shall serve on the Regional Chapter President's Council, in accordance with ARTICLE VIII of ISACA by-laws.


ARTICLE VIII: STANDING AND OTHER COMMITTEES

Section 8.01: Executive Committee

(a) The Executive Committee of the Board shall be composed of the President, First Vice President, Second Vice President, Secretary and Treasurer.

(b) The Executive Committee shall have the delegated power to act for the Board between meetings of the Board. Such delegated power is subject to ratification of the actions of the Executive Committee at the next Board Meeting and also subject to any limitation the Board may from time to time impose on the Executive Committee.

(c) The Executive Committee may not, at any time, take or adopt any action contrary to a previously adopted resolution of the Board without its concurrence and approval.

(d) The Executive Committee shall carry out all actions directed and all policies adopted by the Board.

(e) The Executive Committee shall keep the board fully informed of its actions, in a timely manner.

Section 8.02: Nominating Committee

(a) The President shall appoint, subject to the approval of the Board, a Nominating Committee consisting of three Chapter members. Current Board members may serve on this committee.

(b) The Nominating Committee shall report to the Board and shall submit a written report to the Board advising them of the Committee's nominations prior to preparation of the mail ballots (See Article VI, Section 6.02). The Nominating Committee shall have sole discretion regarding the nominations except where conflicts with the by-laws occur.

(c) The Nominating Committee shall follow such procedural rules as may be promulgated by the Board from time to time provided that rules do not conflict with the by-laws nor restrict or control the Nominating Committee's discretion with regard to selecting nominees from those members eligible for nominations.

Section 8.03: Audit Committee

The Audit Committee will be appointed by the Chapter President and approved by the Board.

(a) The Audit Committee shall consist of at least two Chapter members in good standing who shall not have check signing authority or any other conflict of interest.

(b) The Duties of this Committee shall be to cause completion of an annual audit of the records of the Chapter and report those findings to the Board of Directors.

(c) The Committee will perform other duties as directed by the Board.

Section 8.04: Election Committee

(a) The President shall appoint, subject to the approval of the Board, an Election Committee consisting of three Chapter members.

(b) The Election Committee shall be responsible for mailing ballots to the Chapter Membership; for receipt and tabulation of returned ballots; and submitting a written report of the election results to the Board.

Section 8.05: Appointed Committees

The President of this Chapter may appoint, with approval of the Board, such other Committees as deemed appropriate. The President and 2nd Vice President of the Chapter shall be ex-officio members of all standing committees.


ARTICLE IX: AMENDMENTS TO THESE BY-LAWS

Section 9.01: Amendment Process

These by-laws may be amended at any Annual Membership Meeting, or any Special Membership Meeting called for this purpose, by two-thirds of the members present, provided such amendment has been adopted by two-thirds of the total number of Directors then in office. Notice of such amendment must be sent with the notice of such meeting at least ten days prior to the date of the meeting.

Section 9.02: ISACA By-Law Amendments

When, as, and if amendments to ISACA by-laws have an effect on this Chapter's by-laws, such amendments shall automatically become effective for this Chapter. Notice in writing shall be sent to the membership.


ARTICLE X: FINANCES

Section 10.01: Fiscal Year

The fiscal year of this Chapter shall be the calendar year, unless otherwise established by the Board of Directors.

Section 10.02: Chapter Dues

Chapter dues shall be in addition to the International dues and are at the discretion of each Chapter. The amount of dues shall be established by the Chapter Board.

Section 10.03: Assessments

There shall be no assessments imposed except as approved by a two-thirds vote of the total membership of the Board then in office and by a majority of the members of the Chapter voting by ballot on the question at the Annual Meeting or a Special Meeting. Assessments shall be established in U.S. dollars.


ARTICLE XI: OTHER CHAPTER PROVISIONS

Section 11.01: Headquarters

The official mailing address of this Chapter shall be the same as that designated by the Chapter Board.

Section 11.02: Effective Date

These by-laws shall become effective on the date approved by the membership.