Bylaws of ISACA UAE Chapter

Effective 18/08/2009

Article I. Name

The name of this non-union, non-profit organization shall be the ISACA UAE Chapter (hereinafter referred to as "Chapter"), a Chapter affiliated with the Information Systems Audit and Control Association (herein after referred to as tThe name of this non-union, non-profit organization shall be the ISACA UAE Chapter (hereinafter referred to as "Chapter"), a Chapter affiliated with the ISACA, USA (herein after 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.he "Association").

Article II. 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 and/or management consulting in the field of IS audit and control and IT governance. 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 auditing, quality assurance, security, IS audit and control and IT governance;

To encourage a free exchange of IS audit and control, IT governance, quality assurance, and security techniques, approaches, and problem solving by its members;

To promote adequate communication to keep members abreast of current events in IS audit and control, IT governance, quality assurance, and security fields that can be of benefit to them and their employers, and;

To communicate to management, auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure the effective organization and utilisation of IT resources.

To promote to Association’s professional certifications and IT governance.

Article III. Membership and Dues

Section 1. Classification and Qualifications

Active 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 Association, a person shall also join the Chapter, with accompanying rights and responsibilities. Active members in good standing shall be entitled to vote and hold office.

Retired Member – any member in good standing, 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.

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 enrolment shall be submitted annually. Student members in good standing shall be entitled to vote and hold office at Chapter level.

Section 2. Admissions

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 Association along with the Chapter dues.

Membership in the Chapter shall be conferred upon an individual when the Association has received the required Chapter 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 the Chapter Board, plus Association dues.

A member whose dues are in arrears for more than 60 days shall no longer be deemed a chapter member in good standing.

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

Article IV. Chapter Meetings

Section 1. Regular Meetings

The regular meetings of the Chapter shall be held as decided by the Chapter Board.

Section 2. Annual General Meeting

The first regular meeting in January shall be known as the Annual General 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

Special meetings may be called by the Chapter Board or shall be called upon by written request from not less than twenty five (25) members. The purpose of the meeting shall be stated in the call.

Section 4. Quorum

50 members present shall constitute a quorum at any regular or special meeting.

Section 5. Notice

Members shall be notified 30 days in advance of the Annual General Meeting. Written notice of at least 7 days shall be given regarding the business to be transacted at the regular chapter meetings. In the case of any special meetings necessitated by extraordinary situations the Board may decide on a reasonable shorter notice period.

Section 6. Decisions and Voting

Any decisions at these meetings shall be based on simple majority of those present. In the event of tie the President / Presiding Officer shall cast the deciding vote.

Article V. Chapter Officers

Section 1. Chapter Officers

The mandatory Officers of the Chapter shall be a President, a Vice President, a Secretary, a Treasurer, a Director – Membership, a Director – Certification, a Director – Communication, a Director – Programmes, a Director – Academic Relations, a Director – Government Relations and Immediate Past President. Additional Officers, not exceeding 4 and with specific responsibilities may be added as required by the Chapter Board to meet its administrative requirements.

Section 2. Term of Chapter Office

TThe Officers, except the immediate Past President, 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.

No officer shall hold more than Two Chapter Offices at a time and no officer shall be eligible to serve more than two consecutive terms in same Chapter office except the President who shall serve no more than two terms in 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 Officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter.

The Chapter President shall:

Preside at all the meetings of the Chapter and the Board.

Appoint all committee chairpersons as authorised by the Chapter Board. Be an ex-officio member of all committees.

Represent the Chapter at the Association’s Leadership Conference/Presidents’ Council Meeting(s).

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 annual chapter reports to the Association within 30 days after the Annual General Meeting.

Perform other duties that pertain to the office of President, or which may be delegated by the Chapter Board.

The Chapter Vice President shall:

Perform the duties of the President in the event of his/her absence of disability

Perform other duties pertain to this office.

The responsibilities of the two Vice Presidents shall be determined by the President based on geographical area so that the Chapter members could be served effectively.

The Chapter's Secretary shall:

Take minutes of the meetings of the Chapter Board.

Maintain accurate lists of the membership, and attendance records.

Be responsible for the legal affairs, Chapter reports, and communications and correspondence to the Association pertaining to the Chapter.

Perform other duties that pertain to this office.

The Chapter Treasurer shall:

Be custodian of Chapter funds.

Receive all monies due to the Chapter.

Disburse funds only upon the sanction of the Chapter Board, or the Chapter President.

Remit dues to the Association as required.

Submit a funds status report at each regular meeting.

Submit books and records for audit when required.

File any and all tax forms required.

Liaise with the Finance Department of the Association as necessary.

Prepare budgets in consultation with the Board

Perform other duties that pertain to this office.

The immediate Past President of the Chapter shall:

Serve in an advisory capacity

Perform other duties as pertain to this office.

Director – Membership shall:

Be the contact for the members regarding membership aspects.

Be responsible for initiatives aimed at member retention and membership growth.

Liaise with the Membership Department of the Association as necessary.

Director – Certification shall:

Be the contact for the members regarding the Association’s certifications such as Certified Information Systems Auditor (CISA), Certified Information Security Manager (CISM) and Certified in the Governance of Enterprise IT (CGEIT).

Be responsible for initiatives aimed at promoting the Association’s certifications and liaise with the Certification Departments of the Association as necessary in this regard.

Be responsible for providing learning assistance (review classes, model examination etc) to the prospective candidates in preparing for the Association’s certification examinations.

Director – Communication shall:

Be responsible for the management of the channels of the communication to the members using media such as newsletters, web-pages and e-mails.

Be responsible for communications to the public regarding the Association and the Chapter using various media such as newspapers, magazines, web-sites and television.

Director – Programmes shall:

Be responsible for organising periodic educational programs at least four times per year which would help the members earn Continuing Professional Education (CPE) credits.

Be responsible for planning and organising conferences and workshops which in addition to meeting the educational needs of the membership helps in building visibility regarding the Association and generate revenues for the Chapter.

Liaise with the Conference Department of Association as necessary.

Director – Government Relations shall:

Be responsible for promoting the Association and its certifications and products amongst the local government and regulatory bodies so as to achieve official recognition for the Association’s certifications.

Liaise with the Association officials as necessary.

The immediate Past President of the Chapter shall:

Serve in an advisory capacity. Perform other duties that pertain to this office.

Additional Officers shall:

Discharge the responsibilities that are assigned to the positions by the Chapter Board.

Section 4. Chapter Vacancies

If a vacancy should occur in any office, except that of the immediate Past President, the vacancy shall be filled by the Chapter Board.

If a vacancy occurs in the office of immediate Past President, the vacancy shall remain until filled by routine succession

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.

Article VI. Nominations and Elections

Section 1. Chapter Nominations

A Nominating Committee of three (3) members shall be elected by the Chapter Board. This Committee shall consist of two Past Presidents and the current President. However, in the event of non-availability of adequate number of Past Presidents, Chapter Board may select other Members to form the Nominating Committee.

The role of the Nominating Committee is to assist the Chapter Board with the election of Officers for the Chapter

No member of the Nominating Committee shall be a nominee for any of the Chapter offices to be filled up through the proposed election.

a. This section governs the election of Officers at the Annual General Meeting. b. The Nominating Committee shall notify election procedures and set the schedule for various election processes.
c. The Nominating Committee shall invite nominations for election of Officers from all members. Notice requesting nominations shall be sent to each member at least twenty one days before the Annual General Meeting.
d. An individual shall not propose and or second oneself for any office
e. All nominations of candidates for election shall be made in the forms prescribed by the Chapter Board. Such forms shall provide space for the name of the office, the name of the candidate, the names, membership numbers, and signatures of the proposers and seconders. Such nominations shall have the consent of the nominee. All nominations must be submitted at least fourteen days before Annual General Meeting to the Nominating Committee.
f. No member shall accord consent to be a candidate for more than one position in an election.
g. Only members in good standing shall be eligible to serve as an Officer.
h. To be eligible for nomination to the office of President, the nominee shall have served at least two years on the Chapter Board. To be eligible for nomination as Vice President the nominee shall have served at least one year on the Chapter Board. To be eligible for nomination as other Officers, the nominee shall have been in the Association’s membership rolls for at least one year.
i. The Nominating Committee shall scrutinize all the nominations and prepare the final list of eligible candidates. The final list shall be circulated to all members at least five days prior to the elections.
j. Nominations from the floor shall not be permitted prior to the election.
k. The absence of a candidate at the Annual General Meeting shall not prevent a candidate from being elected to the Board of Directors.
l. If there are more nominations compared to the number of positions, election shall be conducted for the respective positions by show of hands or by ballot at the Annual General Meeting. Nominating Committee Chairman will determine the mode of election.
m. The members nominated shall be elected by majority votes of the members present and voting at the meeting. If there is a tie vote for any office, the ballots shall be recast until there is a winner.
n. Election results shall be announced by the Chairman of the Nominating Committee at the Annual General Meeting.
o. Only members in good standing shall be eligible to vote in elections.
p. In case no nominations were received for any position, the same shall be deemed vacant and shall be filled by the Chapter Board as per Article V Section 4.

Article VII. Chapter Board

Section 1. Chapter Board Chapter Board shall consist of the Chapter Officers.

Section 2. Duties

The Chapter Board shall:

Supervise the affairs and conduct the business of the Chapter.

Make recommendations to the Members of the Chapter. Be subject to the order of the Members of the Chapter.

Meet at a minimum of nine times in a calendar year at a time and place determined by the Chapter Board. Any officer who fails to attend 3 consecutive Board meetings shall deem to have vacated the position held by the officer unless specifically approved by the Board.

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

Section 3. Authority

The Chapter Board shall have the authority to:

Expend funds allotted in the budget approved by the Chapter Members

Authorize non-budgeted expenditures not exceeding AED 10000 without prior approval of the Members of the Chapter

Section 4. Quorum

The quorum for Chapter Board Meetings shall be 5 (five) Officers present in person

Section 5. Fiscal Year and Annual Financial Statements

The fiscal year of the chapter shall run from 1 January to 31 December unless otherwise established by the Chapter Board.

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 6. Insurance

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

Article VIII. Chapter Committees

The Chapter Board may create various committees to assist the Board and its Officers in the performance of their responsibilities. The composition, tenure and responsibilities of the Committees shall be decided by the Board.

Article IX. Dissolution

To effect dissolution of the chapter, these bylaws must be rescinded by a two-thirds (2/3) vote of the chapter membership after ten (10) days notice as been mailed to each member. In the event of dissolution, the Chapter shall notify the Executive Director of the Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter of Association documents to International Headquarters. All net assets shall go to a welfare, education or civic project designated by the Chapter membership, pursuant to the appropriate governing code in the United Arab Emirates with the approval of the Association's International President and Executive Director.

Article X. Parliamentary Authority

The rules contained in the latest edition of Robert's Rules of Order, Newly Revised, shall be the authority for all matters of procedure for the Chapter not specifically covered by its bylaws.

Article XI. Amendment of Bylaws

These bylaws may be amended (except Article 9 relating to Dissolution) at any regular meeting by two-thirds (2/3) of the members present voting in favour of the amendment, provided that the amendment 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.