Bylaws

ISACA Curacao Chapter #227

Article I. Name and Siege
The name of this non-union, non-profit organization shall be ISACA Curacao Chapter, hereinafter referred to as “Chapter”, a Chapter affiliated with the Information Systems Audit and Control Association (ISACA), hereinafter referred to as the “Association”. The Chapter, apart from its innate affiliation with the international Association, is an independent entity from any other association, enterprise, or entity.
The association has its siege in Willemstad, Curacao.

Article II. Purpose

Chapter’s Purpose
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, management consulting in, or direct management of the fields of IT governance, IS audit, security, control and assurance.
The objectives of the Chapter are:
· To promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of IT governance, IS audit, security, control and assurance;
· To encourage an open exchange of IT governance, IS audit, security, control, and assurance techniques, approaches, and problem solving by its members;
To promote adequate communication to keep members abreast of current events in IT governance, IS audit, security, control and assurance 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 proper IT governance and the effective organization and utilization of IT resources; and
To promote the Association’s professional certifications and IT governance.

Article III. Membership and Dues

Section 1. Classifications and Qualifications
Membership in the Association is a requirement for membership in a Chapter.  Therefore, upon joining the Chapter, a person must also join the Association, with accompanying rights and responsibilities.
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. Members shall be entitled to vote and to hold office.
B. Retired Member — any member, who presents proof of retirement status, subject to rules established by the Association Board. Retired members shall be entitled to vote and hold office at the Chapter level.
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. Student members shall be entitled to vote and hold office at the Chapter level.

Section 2. Admission
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.
4. Follow the Code of Professional Ethics of 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.

Section 3. Dues
A. Chapter dues shall be payable on or before 1 January of each year, in an amount determined by the Chapter Board, plus Association dues.
B. A member whose dues are in arrears for more than 60 days shall no longer be deemed a member.
C. A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.
D. Resignation — any member who resigns shall not be entitled to a refund of his/her annual membership dues.

Article IV. Chapter Meetings

Section 1 Educational sessions
Educational sessions of the Chapter membership shall be held 4 times a year – unless otherwise determined by the Chapter Board.

Section 2 Annual General Meeting
The annual general meeting shall be held in June and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. The date and location of the annual general meeting shall be determined by the Chapter Board.

Section 3 Special Meetings
Special meetings may be called by the President, the Chapter Board or upon written request by 5 of the members. The purpose of the meeting shall be stated in the call.

Section 4 Mail or Electronic Voting
If required, paper mail or electronic means may be used for the purposes of membership voting on resolutions approved by the Chapter Board, and such correspondence will be considered a special meeting for the purposes of these bylaws.

Section 5 Quorum for Chapter Meetings
The quorum for any regular, annual general or special meeting shall be 10 members. In absence of quorum, the meeting will be adjourned, and reconvened in one week. The new date and time and pending decisions will be communicated to the members. In absence of quorum on the new date communicated pending decisions can be approved by a minimum of 5 members including 3 members of the Chapter Board.

Section 6 Act of the Membership
The affirmative vote of the majority of the members at any chapter meeting shall constitute an act of the membership.

Section 7 Notification
Members shall be notified 14 days in advance of an meeting, except in case of emergency. Notification may be by postal mail, by email or by telephone.

Article V. Chapter Officers

Section 1. Chapter Officers
The Officers of the Chapter shall be minimum 4 in number up to 10, constituting:
President, Vice-President, Secretary, Treasurer and additional of directors shall be the Chapter Officers. They constitute the Chapter Board.
The Chapter will be legally represented in all matters, in and out of Court, by the President and the Secretary acting jointly or the President and the Treasurer acting jointly. In absence of the president the latter will be represented by the Vice- President.

Section 2. Term of Chapter Officers
A. The Chapter Officers shall be elected for a term of 2 years or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall begin at the close of the annual meeting at which they are elected.
B. No member shall be eligible to serve more than 2 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:
· Preside at meetings of the Chapter and the Chapter Board,
· Appoint all committee chairpersons and members,
· Be an ex-officio member of all committees,
· Represent the Chapter at Leadership Conferences and other conferences and functions, where appropriate or appoint another Chapter Board member as a representative,
· Present an annual report to members at the annual general meeting – such report to consist of reports from various Chapter officers and committees,
· Maintain communications with the Association and respond to Association enquiries,
· Be responsible for submission of the required annual chapter reports to the Association within 30 days after the annual general meeting,
· Supervise budgetary matters and proper internal control of finances, and
· Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.
B. The Chapter Vice President shall:
· Preside at meetings of the Chapter and the Chapter Board, in the absence of the President,
· Perform the duties of the President in the event of his/her absence or disability, and
· Perform other duties as pertain to this office.
C. The Chapter Secretary shall:
· Take minutes of the meetings of the Chapter Board, membership meetings, and annual general meeting, and maintain a copy of the records,
· Maintain accurate attendance records,
· Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter,
· Assist the President in the administration of Chapter membership meetings, and
· Perform other duties as pertain to this office.
D. The Chapter Treasurer shall:
· Be custodian of Chapter funds,
· Receive and disburse such funds of the Chapter as shall be required in the conduct of its affairs and the carrying on of its activities or as directed by the Chapter Board,
· Remit dues to the Association as required,
· Submit a written report at each regular meeting,
· In concert with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held at the Association,
· Submit annual financial statements for presentation to the membership at the annual general meeting,
· Submit books and records for audit when required,
· File any and all tax forms required, and
· Perform other duties as pertain to this office.

Section 4. Chapter Officer Vacancies
A. If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President.
B. If a vacancy should occur in any other office, the vacancy shall be filled by the Chapter Board.
C. 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. Chapter Nominations
A. Nominations shall be open, and will be declared open by the President at the next regular meeting. Nominations will then be accepted from the floor from any member of the Chapter.
B. Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form.

Section 6. Chapter Elections
A. Officers shall be elected by ballot.
B. In the event there is only one candidate for any office, voting on that office may be by voice.

Article VII. Chapter Board

Section 1 Composition of the Chapter Board
The Chapter Board shall consist of the officers listed in Article V, section 1.

Section 2. Duties
The Chapter Board shall:
A. Supervise the affairs and conduct the business of the Chapter between business meetings.
B. Make recommendations to the membership.
C. Be subject to the orders of the membership.
D. Meet at least 4 times annually at a time and place determined by the Chapter Board.
E. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.
F. Regular or special meetings of the Chapter Board may be held electronically. A conference meeting must be arranged at least 48 hours in advance of the call. Each member should seek recognition from the chair before beginning to speak, and each member should identify himself or herself prior to speaking. Motions will be voted on by voice vote. If the chair has a problem determining the vote, he or she may call for a roll call vote. The roll call vote is for determination of the outcome of the vote and shall not be recorded in the minutes. The minutes of the meeting shall be approved at the next in-person meeting.

Section 3. Financial Authority
The Chapter Board shall have the authority to:
A. Approve the annual budget and ratified by membership at the next membership meeting.
B. Expend funds allotted in the approved budget

Section 4. Fiscal Year & Annual Financial Statements
A. The fiscal year of the Chapter shall run from January 1 to December 31.
B. The Chapter Board shall ensure that annual financial statements are prepared, approved by the Chapter Board, presented to members at the annual general meeting, and submitted as part of the Chapter Annual Report to the Association.

Section 5. Insurance
The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.

Section 6. Quorum
A majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting.

Article VIII. Chapter Committees

Section 1. Program Committee
There shall be a Program Committee with the objective of developing and implementing the Chapter training and development events for the year.

Section 2. Special Committees
Committees may be created as necessary by the Chapter Board.

Section 3. Joint responsibility of the Chapter Officers
In case no Committee is formed, the responsibilities are jointly beared by the members of the Chapter Board collectively.

Article IX. 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 corporation 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 bylaw, agreement, vote of members, or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Article X. Dissolution
If dissolution of the Chapter becomes inevitable, these bylaws must be rescinded by a two-thirds (2/3) vote of the chapter membership after ten (10) days notice has been mailed to each member. In the event of dissolution, the Chapter shall notify the Membership Division of the Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and copies of any other Chapter or Association documents to International Headquarters. All net assets shall be distributed to other selected ISACA chapters, or to a welfare, education, or civic project designated by the Chapter membership with the consent of the Association’s Membership Division.

Article XI. Parliamentary Authority
The rules contained in the current edition of Roberts 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 Board shall approve all suggested bylaw changes and forward them to the chapter membership. The Association is consulted in case of a proposed bylaw changes prior to them being submitted for a vote by chapter membership.
Chapter bylaw amendments will be approved, at any chapter meeting, by a two-thirds (2/3) vote, provided that the amendment has been submitted in writing, or has been mailed or e-mailed to the entire Chapter membership at least ten (10) days prior to the meeting at which it will be considered. The Membership Division of the Association will be advised that the Bylaw amendments have been approved, and will be sent a copy of the approved version of the Bylaws.
The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter must ensure the compliance of the bylaws with the Association’s bylaws and any applicable country or state requirements.