ISACA Manila By-Laws
(Adapted from the ISACA Headquarter’s ByLaws)
ARTICLE I. Name
The name of this non-union, non-profit organization shall be the Information Systems Audit and Control Association (Manila Chapter), Inc. hereafter referred to as the “Chapter”, A chapter affiliated with the Information Systems Audit and Control Association, hereinafter referred to as “International” or “ISACA”.
ARTICLE II. Purpose
1.) 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.
2.) to promote education of, and help expand the knowledge and skills of its members in the interrelated fields of Auditing and Information Systems audit and control;
3.) to encourage a free exchange of Information Systems audit and control techniques, approaches, and problem solving by its members;
4.) 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 employees; and
5.) 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 III. Membership and Dues
Section 1. Classification and Qualification
A. Active Member â€“ Any person interested in the purpose and of the Chapter as stated in Article II shall be eligible for membership in the Chapter and International, subject to rules established by the International Board of Directors. Membership in the Chapter and International is co-extensive. Therefore, upon joining the chapter, a person shall also join International, with accompanying rights and responsibilities. Active members in good standing shall be entitled to vote and hold office.
B. Retired Member â€“ Any member I good standing, who present proof of retirement status, subject to rules established by the International Board of Directors. Retired members shall not be entitled to vote and hold offices at the Chapter Level.
C. Student Member â€“ Full time student currently enrolled in a degree program of an accredited college or university, subject to rules established by the International Board of Trustees. 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.
Section 2. Admissions
A. Potential member shall:
1. Meet the requirements of membership outlined in Article III, Section 1. 2. Complete an ISACA membership application form. 3. Pay required dues to the Chapter and International.
B. Membership in ISACA and in the other Chapter shall be conferred upon an individual when International has received the required International dues for that individual.
Section 3. Dues
A. Dues shall be payable on or before January 1 of each year in an amount determined by the chapter Board of trustees plus International dues.
B. A member whose dues are in arrears for more than 120 days shall no longer be deemed a Chapter member in good standing.
C. A member shall forfeit ISACA membership if dues have not been paid to International and to the Chapter as required.
ARTICLE IV. Meetings
Section 1. The regular meetings of the chapter shall be held on the second Tuesday of each month, unless otherwise ordered by the chapter Board of trustees.
Section 2. The regular meeting shall be known as the annual meeting and shall before 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 Board of Trustees and shall be called upon written request by ten members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least three (3) days notice shall be given.
Section 4. Minimum of ten (10) members shall constitute a quorum at any regular or special meeting.
ARTICLE V. Officers
Section 1. Chapter Officers The officers of the Chapters shall be a president, executive vice-president, secretary, treasurer, and immediate past president.
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. The term of office shall begin January 1 and end on December 31. B. No member shall hold more than one office at a time, and member shall be eligible to serve more than two consecutive terms in the same office.
Section 3. Duties of Officers.
CHAPTER BOARD AND OFFICER RESPONSIBILITIES AT A GLANCE
Board of Directors Â· Management of business of the chapter as defined in chapter bylaws Â· Establishment of broad chapter policy for all activities Â· Approval of long-range objectives and programs Â· Approval of new programs proposed by various committees or officers Â· Providing updates to membership on board actions Â· Approval of chapter budget and revisions of budget throughout fiscal year Â· Appointment of CISA coordinator, research liaison, and newsletter editor.
President Â· Execution of policies and decisions of the board Â· Chair all meetings of the board and the chapter Â· Appointment of committee chairs and committee members Â· Planning of chapter goals and activities Â· Organization of chapter structure Â· Supervision of budgetary matters Â· Supervision of certain treasurer responsibilities Â· Attendance at chapter president’s council meetings and the association’s Leadership Conference. Â· Communication between chapter and International Headquarters
Vice President Â· Assumption of presidential duties, if required Â· Assistance with presidential responsibilities Â· Liaison between chapter committees and chapter board Â· Updating of position descriptions and performance standards as needed Â· Arrangement of financial records audit
Secretary Â· Maintenance of minutes of all board and chapter meetings Â· Maintenance of all chapter records, including attendance records for board and chapter meetings Â· Maintenance of official documents, including bylaws, charter, incorporate records, insurance records, official membership list (indicating officers, directors, and committee chairs), and the corporate seal Â· Assumption of presidential duties, in the absence of president and vice president Â· Issuance of meeting notices for board and chapter Â· Responsibility for chapter correspondence not assigned to specific committees Â· Maintenance of chapter supplies Â· Board parliamentarian
Treasurer Â· Maintenance of a balanced financial record, consisting of a general ledger, checkbook, savings bankbook, treasurer’s reports, financial correspondence, canceled checks, deposit slips, and bills outstanding Â· Issuance of payments for all incurred expenses and collection of all funds owed to the chapter Â· Purchase of supplies, including meetings equipment, stationery and office supplies, gifts and awards Â· Maintenance of inventory record of physical equipment owned by chapter Â· Preparation of monthly treasurer’s report for board meetings, and a year-end report for the association Â· Assistance with preparation of the budget
Helpful Hints for Chapter Officers Careful records should be maintained for all chapter activities. In addition to the necessary financial records and minutes of board meetings, each committee chair should be required to provide, at least at the end of the chapter year, a detailed report of his/her committee’s activities. Such information as attendance at special events, costs of activities and revenues, and other information of value to subsequent committee chairs should be included in such reports. Ideally, two sets of committee reports will be preserved. One set is retained in the permanent files of the chapter secretary. The second set is included in the committee chair’s file, which is then passed along to the succeeding chair of the same committee.
Responsibility for developing annual chapter goals should reside with the chapter president, with the concurrence of the chapter board. If possible, a concise list of annual chapter goals should be distributed to all chapter officers and committee chairs at the beginning of each year to assist them in developing individual programs and objectives. The annual chapter goals should be stated in a general format and should represent activities that are reasonably attainable during the chapter year. Attaining the chapter goals is the combined responsibility of chapter officers, directors, committee chairs, and members.
From the point of view of professional development and community relations, a major activity of any chapter is the educational service provided to chapter members and the community. Monthly meetings and workshops are vital to chapter success. Educational activities can assume many forms, such a lecture series, seminars, organized courses and conferences. Although educational activities are not necessarily intended to develop financial surpluses, they should planned to meet all costs. In some instances, revenues realized from courses with wide appeal are used to finance equally important, but less popular educational activities. Chapter-sponsored information systems control and auditing courses are an excellent means of providing needed educational services, particularly in those areas where college-sponsored subjects are limited or are nonexistent. The association will provide chapter presidents with material on educational services available to chapters throughout the year in regular chapter communications.
The stronger and more successful chapters are those that develop and maintain programs and activities which involve the participation of a large percentage of chapter members in committee work. Maximum effectiveness results from the establishment of committees, selection of strong, imaginative chairpersons, and the manning of committees with adequate numbers of members. Particular emphasis should be placed on drafting the newer chapter members as active committee members. The benefits are multiple: fresh ideas are brought into committee activities, new members become acquainted with the chapter and develop an interest in its progress, and talent is groomed for chapter and association officer positions.
There are two categories of committees, sometimes referred to as standing and appointed. Standing committees are usually named, with guidelines and purpose established in the chapter’s bylaws to function on an ongoing basis. Some examples include: education, membership, publicity, nominating and audit. Appointed committees are formed for a specific, temporary purpose, and cease to function when they have completed their duties or submitted a final report.
THE CHAPTER BOARD
Purpose: The purpose of the chapter board is to provide for continuous governance of the chapter. The members of the chapter board generally, but not always, include the following officers: president, vice president, secretary. Treasurer and CISA coordinator. Additional board positions can include the education chairperson, programs chairperson, membership director, newsletter editor, research liaison, standards liaison and academic relations liaison. The chapter bylaws typically define officer positions and specify which officers are considered members of the chapter board. Major responsibilities: 1. Manage the affairs of the chapter in accordance with chapter and association bylaws. Each board member is responsible for reading and understanding bylaws and procedural manuals upon election to ensure that chapter activities are carried out appropriately. 2. Establish and implement chapter policies. 3. Devise and/or implement a long-range plan and determine short-term chapter objectives. The objectives shall focus on increasing services to the profession, the community and the chapter membership. 4. approve new programs and activities proposed by committees, officers and members. 5. Keep the membership informed about the success of chapter and association activities and board activities. This can be accomplished by publishing summaries in the monthly chapter newsletter or via verbal reports at regular meeting. 6. Approve chapter budget as well as revisions during fiscal year. 7. Appoint nonelected board volunteers and committee members as permitted in chapter bylaws. HELPFUL HINTS The success of ISACA chapter is independent upon the leadership of the volunteer officers and committees. Because of the volatile nature of the information systems audit profession, it is not unusual for a chapter to lose key members due to career changes or relocation. This can have an adverse effect on the chapter if there are no qualified replacement volunteers. In order to increase the long-term continuity of your chapter, your chapter should consider establishing a governors’ board made up of the past presidents of your chapter. This governors’ board should be advisory in nature and should work with the current chapter board for oversight, assistance and experience in the areas of audit, finances, and budget. This board would not be involved in the day-to-day management of the chapter. The most important role of a governors’ board can be in the nominations process. Although advisory in nature, in the event that the governors’ board sees problems with the local chapter, it should work with the current chapter board, and only in extreme cases, if it can not resolve the situation locally, the governors’ board should notify the chapter’s area Membership Board representative and the membership department of International Headquarters. It is also recommended that chapters establish programs to ensure ongoing development of new leadership in order to keep leadership viable in the log term. This should include a planned development program to advance chapter officers and committee members in a manner that provides experience in the various areas of chapter operations. This will provide chapter membership with experience or exposure to all areas of chapter operations, and thus a supply of members to provide leadership to the chapter. A leadership development program should include active recruiting of quality and energetic members to positions where they can demonstrate their skills while learning how the chapter is structured and operates. It is important that the nominating committee carefully identify members who are demonstrating the traits needed for chapter leadership in order to place them in progressively more responsible positions. To provide the opportunities for growth and development, there must be opportunities for ascending to a more responsible position within that chapter structure. To provide such opportunities, chapters should consider including a term limit in the chapter bylaws. Limiting a board member to two or three years in the same position will provide the opportunity for leadership progression, while ensuring the stability that comes with experience. A chapter’s situation may vary, and the two-year guideline may be too short for small chapters, and may be excessive in large chapters that have an abundance of qualified leadership. Chapters, of course, should use their discretion when deciding upon appropriate term limits. To increase membership participation in elections, your chapter might want to consider using electronic voting for chapter officer and board member elections. The program has reportedly been very successful in the Los Angeles Chapter for increasing the response rate from members over mailed ballots. The chapter e-mails their members the URL for the ballot as part of the newsletter that they distribute electronically.
Well-documented transition procedures will be greatly appreciated by future chapter officers. Significant items include information on local post office boxes (and turnover of keys), meeting records, inventory lists, chapter bylaws, charter information, tax identification numbers, calendars of future activities, documents from the association, correspondence files, a summary of past year’s accomplishments, major chapter issues, articles of incorporation, incorporation renewal information, chapter planning documents, financial records, bank account signature authority and a list of incomplete projects. If possible, the outgoing board should plan at least a few future chapter meetings or activities so that incoming officers can become familiar with the process in a more gradual fashion. In most chapters, the turnover process begins at the meeting where chapter board elections take place. All turnover procedures should be completed by a specified date to ensure that new officers/chairpersons can begin planning for the next chapter year. A formal installation ceremony for new chapter officers is recommended, and all new officers should complete the willingness to serve and conflict of interest documents (samples follow). It is vital that either the outgoing chapter president or the incoming chapter president provide a list of new officers to International Headquarters as soon as the new officers have been identified.
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Articles of Incorporation