Bylaws of ISACA Springfield, Missouri Chapter

Effective: January 1, 2017

Article I. Name

The name of this non-union, non-profit organization shall be ISACA Springfield, Missouri Chapter,hereinafter referred to as “Chapter”, a Chapter affiliated with the Information Systems Audit andControl Association (ISACA), hereinafter referred to as the “Association”. The Chapter, apart from itsinnate affiliation with the international Association, is an independent entity from any other association,enterprise, or entity.

Article II. Purpose

Chapter’s Purpose

The primary purpose of the Chapter is to promote the education of individuals for the improvementand development of their capabilities relating to the auditing of, management consulting in, or directmanagement of the fields of IT governance, IS audit, information security, control and assurance.

The objectives of the Chapter are:

To promote the education of theinterrelated fields of IT governance, IS audit, information security, control and assuranceand help expand the knowledge and skills of its members;
To encourage an open exchange of IT governance, IS audit, security, control, and assurancetechniques, 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 ofestablishing controls necessary to ensure proper IT governance and the effective organization andutilization 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 joiningthe Chapter, a person must also join the Association, with accompanying rights and responsibilities.

Member — any person interested in the purpose and objectives of the Chapter as stated in Article IIshall be eligible for membership in the Chapter, and the Association, subject to rules established bythe Association Board. Members shall be entitled to vote and to hold office.
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 atthe Chapter level.

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 shallbe entitled to vote and hold office at the Chapter level.

Section 2. Admission

Potential members shall:

Meet the requirements of membership as outlined in Article III, Section 1.
Complete an Association membership application form.
Pay required dues to the Chapter and the Association.
Follow the Code of Professional Ethics of the Association.

Membership in the Association shall be conferred upon an individual when the Association hasreceived the required Association dues for that individual.

Section 3. Dues

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

Article IV. Chapter Meetings

Section 1. Regular Meetings

Regular meetings of the Chapter membership shall be held at least quarterly unless otherwise ordered by theChapter Board and shall be for the purpose of conducting the regular business of the chapter.

Section 2. Educational sessions

Educational sessions of the Chapter membership shall be held quarterly unless otherwise ordered bythe Chapter Board and shall be for the purpose of providing knowledge and skills to its members.

Section 3. Annual General Meeting

The annual general meeting shall be held in December and shall be for the purpose of electing officers,receiving reports of officers and committees, and for any other business that may arise.

Section 4. Special Meetings

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

Section 5. Mail or Electronic Voting

If required, paper mail or electronic means may be used for the purposes of membership voting onresolutions approved by the Chapter Board, and such correspondence will be considered a specialmeeting for the purposes of these bylaws.

Section 6. Quorum for Chapter Meetings

The quorum for any regular, annual general or special meeting shall be 10 members. In absence ofquorum, the meeting will be adjourned, and reconvened at a later date, to be determined. The new date and time will becommunicated to members.

Section 7. Act of the Membership

The affirmative vote of the majority of the members at any chapter meeting shall constitute an act ofthe membership.

Section 8. Notification

Members shall be notified 30 days in advance of the annual general meeting. Members shall be notifiedat least 7 days in advance of any regular meetings or special meetings, 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 14in number, constituting:

President, Vice President, Secretary, Treasurer, Immediate Past President, and the 9CommitteeDirectors (Education, Certification, Arrangements, Membership, Publication/Website, Research, CSX Liaison, Marketing Director).

Section 2. Term of Chapter Officers

The Chapter Officers, except the immediate Past President, shall be elected for a term of 2 year(s),or until their successors are elected and assume office, or until they resign or are removed fromoffice. The term of office shall begin January 1st.
No member shall hold more than 3 Chapter office(s) at a time, and no member shall be eligible toserve more than 2consecutive 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.

The Chapter President shall:

Preside at meetings of the Chapter and the Chapter Board,
Be an ex-officio member of all committees except the Nominating Committee,
Represent the Chapter at Leadership Conferences and other conferences and functions, whereappropriate or appoint another Chapter Board member as a representative,
Present an annual report to members at the annual general meeting - such report to consist ofreports 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 within30 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 theChapter Board.

The Immediate Past President shall:

Provide advice and guidance to the new President and Chapter Board, and
Perform other duties as pertain to this office.

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
Be responsible for the legal affairs, Chapter records and correspondence pertaining to theChapter,
Perform other duties as pertain to this office.

The Chapter Secretary shall:

Take minutes of the meetings of the Chapter Board, membership meetings, and annual generalmeeting, and maintain a copy of the records,
Managechapter electronic documents,
Assist the President in the administration and coordination of Chapter membership meetings, and
Perform other duties as pertain to this office.

The Chapter Treasurer shall:

Be custodian of Chapter funds,
Prepare annual budget projection based on previous year’s transactions,
Receive and disburse such funds of the Chapter as shall be required in the conduct of its affairsand the carrying on of its activities or as directed by the Chapter Board,
Account for all revenues and expenses from all events
Accept payments for events
Submit a written report at each Chapter Board meeting,
In concert with the President, authorize expenditures from, or transfers of funds from/to, theChapter US dollar credit account held at the Association,
Acquire gifts for event speakers,
Provide an oral report 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.

The Publication/Website Director shall:

Maintain chapter website and its content,
Coordinate on-line meeting registration with the Arrangements Committee,
Advertise position openings on the chapter website in accordance with the rules,
Take photos at each meeting and post them on the chapter website and
Perform other duties as pertain to this office.

The Membership Director shall:

Maintain accurate lists of membership,
Disseminate membership lists as directed by Chapter Board, with due regard to security andprivacy issues,
Report on membership data from the Association,
Coordinate plans for maintaining and Increasing Chapter membership, and
Liaise with appropriate professors, and where appropriate take steps to establish an "AcademicAdvocate" program in local academic institutions, and
Perform other duties as pertain to this office.

The Certification Director shall:

Maintain resource material related to CISA, CISM, CGEIT, CRISC certification,
Promote CISA, CISM, CGEIT, CRISC accreditation within the Chapter membership, including exampreparation sessions,
Attend quarterly calls/webcasts scheduled by ISACA for new announcements and ongoing efforts related to certifications.
Coordinate recognition of CISA, CISM, CGEIT, CRISC exam passers and those awardedcertification on website and at a meeting,
Report to Chapter Board on exam results,
Conduct annual survey to determine the demand from members for each certification,
Coordinate study courses for candidates if annual membership survey indicates a high demand,
Act as a liaison between exam participants and the Association, and
Perform other duties as pertain to this office.

The Education Director shall:

Provide liaison with Association re: relevant education topics
Provide liaison with academic institutions toestablish opportunities to brief appropriate classes of academic institutions on ISACA, CISA, CISM, CGEIT, CRISC and IT governance, and Cybersecurity,
Coordinate scholarship initiatives approved by the Chapter Board,
Recommend and arrange interesting and informative topics that will contribute to the personal and professional growth of members,
Coordinate with outside bodies on awareness, presentations and conferences related to ITgovernance,
Stay current with the offerings of the Association as related to COBIT and other IT-governanceresources
Arrange training sessions on the Association’s sponsored frameworks (COBIT, Risk IT, etc.)
Assist in expanding awareness and use of the Association’s sponsored frameworks (COBIT, RiskIT, etc.),
Develop an annual event schedule of local professional training, education and developmentevents,
Obtain a speaker for each meeting or seminar/educational event,
Work with the Arrangements Committee to define facility needs for events,
Prepare meeting information and notify the Board of each meeting sofurther activity can commence,
Coordinate payment of speaker-related expenses with the Treasurer,
Perform other duties as pertain to this office.

The Arrangements Director shall:

Make physical arrangements for all chapter meetings,
Coordinate on-line meeting registration with the Publication/Website Committee,
Coordinate paying any facilities charges with the Treasurer,
Accept reservations for meetings,
Accept payment for meetings,
Keep track of CPE’s associated with meetings/educational sessions,
Provide materials for attending members such as receipts, verification of attendance forms,educational events,
Maintain sign-in sheets for attendance proof for CPE audits for 5 years,
Retain any needed equipment (e.g. projector, screen) and ensure is present if needed,
Perform other duties as pertain to this office.

The Research Director shall:

Act as the chapter’s primary contact with ISACA’s research department to become the chapter’ssubject matter expert (SME) in ISACA’s knowledge deliverables,
Help to identify potential SMEs to participate in development or review of ISACA researchproducts,
Attend quarterly calls scheduled by ISACA HQ to learn about newly released, ongoing & futureresearch developments,
Liaise with chapter Publication/Website Director, and Education Director to ensuredissemination of information about ISACA research to chapter members,
Maintain ongoing communication with ISACA HQ research department to provide feedback ondeliverables, and
Perform other duties as pertain to this office.

The Marketing Director shall:

Coordinate chapter marketing and sponsorship activities,
Act as the primary contact for ISACA’s Marketing Assistance Program (MAP), which includes:
Completing an application annually by the deadline,
Coordinating use of the MAP funds in accordance with ISACA’s guidelines for reimbursement,
Keeping the Treasurer informed of MAP funding and reimbursement,
Orderingavailable items from ISACA’s storefront,
Completing and turning in required reimbursement forms for non-storefront items (e.g., advertisements).
Attend quarterly calls/webcasts scheduled by ISACA Chapter Marketing for new announcements and ongoing marketing efforts.
Maintain electronic lists of members and guests,
Forward information on events and other pertinent information to e-mail lists,
Conduct general marketing and publicity of the Chapter, CISA, CISM, CGEIT, CRISC, COBIT, , the Association, and any other new initiative,
Coordinate initiatives involving partnerships and alliances,
Acquire any required marketing materials from ISACA International as authorized by the Chapter Board,
Exercise general policy control and direction of any mail-out kits, publications, editorial or
advertising which the Chapter may issue, authorize or sponsor under the direction of the Chapter Board, and
Identify and use other means of disseminating information about events and the chapter, where appropriate,
Perform other duties as pertain to this office.

The CSX (Cybersecurity Nexus) Liaison shall:

Act as the chapter’s primary contact with ISACA HQ for cybersecurity-related topics and deliverables,
Act as a resource for the chapter related to all CSX/cybersecurity efforts, and communicates to members and the community,
Perform other duties as pertain to this office.

Section 4. Chapter Officer Vacancies

If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President as long as eligibility requirements are met. If current Vice President is ineligible, the board will appoint a President.
If a vacancy should occur in any other office, except that of Immediate Past President, the vacancyshall be filled by the Chapter Board.
If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant untilfilled by routine succession.
If a Chapter officer’s membership in the Association shall for any reason terminate, that individual’sposition as Chapter officer shall automatically become vacant.
Chapter Officers are required to attend at least 75% of the events held annually (board meetings and chapter events). In the event an officer does not meet the event attendance requirement; the position becomes immediately vacant. If an officer is unable to attend an event or perform their responsibilities for a period of time, they must secure a substitute for any responsibilities they have for the event or time period. To be eligible for the Chapter President or Treasurer position a member must have previously served in another officer position for at least 6 months.

Article VI. Nominations and Elections

Section 1. Chapter Nominations

A Nominating Committee of at least 2 members shall be selected in the following manner:

A Nominating Committee shall be elected by the Chapter Board at their third quarter meeting.
The Nominating Committee shall solicit candidates for office from the Chapter membership andshall nominate candidates for offices to be filled at the annual general meeting.
The Nominating Committee shall report to the membership no later than 2 weeks before the scheduled annual general meeting.
Nominations from the floor shall not be permitted prior to the election. Each candidate shall haveconsented to serve and shall have completed a Willingness to Serve agreement and Conflict ofInterest form.

Section 2. Chapter Elections

Chapter Officers and Directors shall be elected by ballot, and the balloting methodology shall beapproved by the Chapter Board and communicated to the Chapter membership at least thirty (30)days in advance of commencement of the period of election.
In the event there is only one candidate for any office, voting on that office may be by voice.
The Nominating Committee will announce election results at the AGM. In the event of a tie, a votewill be taken from members at the AGM by silent ballot.

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:

Supervise the affairs and conduct the business of the Chapter between business meetings
Make recommendations to the membership
Be subject to the orders of the membership
Meet quarterly at a time and place determined by the Chapter Board
Perform the duties prescribed in these bylaws and the parliamentary authority adopted by theChapter
Regular or special meetings of the chapter board may be held electronically. A conference meetingmust be arranged at least 48 hours in advance of the call. Each member should seek recognitionfrom the chair before beginning to speak, and each member should identify himself or herself priorto 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 thevote and shall not be recorded in the minutes. The minutes of the meeting shall be approved at thenext in-person meeting.

Section 3. Financial Authority

The Chapter Board shall have the authority to: