Effective: Dec 19, 2006

Article I. Name
The name of this non-union, non-profit organization shall be the Puget Sound 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.

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, security and control.

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 an open exchange of IS audit and control, 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, quality assurance, and security fields 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 the effective organization and utilization of IT resources, and;
• Promote the Association’s professional certifications.

Article III. Membership and Dues

Section 1. Qualifications and Classifications:
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. The Chapter membership classifications coincide with those of the Association. All members shall be entitled to vote and hold office.

Section 2. Admissions

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

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

Section 3. Dues

A. Chapter dues shall be payable each year in an amount determined by the Chapter Board, plus Association dues, and within the timeframes established by the Association.

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.

Article IV. Chapter Meetings

Section 1. General Meetings
The regular meetings of the Chapter shall be held on the 3rd Tuesday of each month, unless otherwise ordered by the Chapter Board. Holding meetings during the summer months (June, July, and August) is at the discretion of the Chapter Board. Furthermore, a seminar sponsored by the Chapter in a given month may replace a regular meeting for the month.

Section 2. Annual General Meeting
The regular meeting in May shall be known as the “Annual General Meeting” (AGM) and shall be for the purpose of announcing newly elected officers, receiving reports of officers and committees, and for any other business that may arise. Members shall be notified of the upcoming AGM through normal communication methods (e.g., electronic messages).

Section 3. Special Meetings
Special meetings may be called by the Chapter President or the Chapter Board of Directors. One calendar week notice shall be given to all Chapter members of such special meeting. A good faith effort to notify the Chapter membership is required to be made through normal communication methods (e.g., electronic messages).

Section 4. Chapter Board Turnover Meeting
A “Chapter Board Turnover Meeting” shall be held in June of each year, following Chapter elections, to transition Chapter leadership roles. All outgoing and incoming officers and directors will be expected to be in attendance.

Section 5. Quorum
Twenty members shall constitute a quorum at any regular or special meeting.

Article V. Chapter Officers

Section 1. Chapter Officer Positions
The President, Vice President, Secretary, Treasurer and Immediate Past President shall be the Chapter Officers.

Section 2. Term of Chapter Officers
The Chapter Officers, except the Immediate Past President, shall be elected annually for a term of 1 year, or until their successors are elected and assume office, or until they resign or are removed from office. The term of office shall start at the beginning of the administrative year. The Chapter’s “administrative” year begins in June and ends in May. No member shall hold more than two Chapter offices at a time. No member shall serve in the same position longer than two consecutive years, unless approved by the Chapter Board.

Section 3. Duties of Chapter Officers
The Chapter Officers shall perform the duties prescribed by these bylaws, by the Chapter Board, or the parliamentary authority adopted by the Chapter.

A. The Chapter President shall:
• Preside at all 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 Conference/Presidents Council Meeting(s)
• Maintain communications with the Association and respond to Association inquiries
• Be responsible for submission of the chapter annual report to the Association within 30 days after annual chapter meeting
• Supervise budgetary matters and proper internal control of finances

B. The Chapter Vice President shall:
• Assist the President in establishing committees and in performing administrative and supervisory duties.
• Perform the duties of the President in the event of his/her absence, disability, or vacancy

C. The Chapter Secretary shall:
• Take minutes of the meetings of the Chapter Board and membership meetings and maintain the files of previous minutes for at least 1 year
• Maintain accurate lists of attendance records
• Be responsible for the legal affairs, helping to prepare and maintain Chapter reports (e.g., the Chapter Annual Report), and communications and correspondence pertaining to the Chapter
• Retain significant Chapter records, plaques, etc. as an archive custodian on behalf of the Chapter

D. The Chapter Treasurer shall:
• Be custodian of Chapter funds
• Receive all monies and disburse funds only upon the sanction of the Chapter Board, or the Chapter membership
• Remit dues to the Association as required
• Maintain a chapter budget for review and approval by the Chapter Board
• Submit a written financial summary report at regular Board meetings, or as directed by the Board
• Submit books and records for audit
• File any and all tax forms required
• Submit annual financial statements for presentation to the membership at the Annual Chapter Meeting, and for inclusion in the Chapter Annual Report.

E. The Immediate Past President of the Chapter shall:
• Serve in an advisory capacity
• Perform other duties as assigned by the President

Article VI. Chapter Directors

Section 1. Chapter Director Positions
Chapter Director positions may include, but not be limited to, the following service areas: Membership, Programs, Education, CISA Review, CISM Review, Communications, Webmaster, and Academic Outreach.

Section 2. Term of Chapter Directors
The Chapter Directors, shall be elected annually for a term of 1 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 at the close of the Chapter Turnover Meeting. No member shall hold more than 2 Chapter offices at a time. No member shall serve in the same position longer than two consecutive years unless approved by the Chapter Board.

Section 3. Duties of Chapter Directors
The Chapter Directors shall perform the duties prescribed by the Chapter Board, or the parliamentary authority adopted by the Chapter. The duties of the Directors may include the following activities, or as deemed necessary by the Chapter Board to support Chapter activities.

A. The Chapter Membership Director shall:
• Recruit new members;
• Send the Publications Director updated membership information (as provided by the Association), to support the distribution of the Chapter newsletter;
• Monitor attendance for CPE tracking;
• Respond to inquiries regarding how to become a member and membership status;
• Display ISACA membership promotional material at Chapter events e.g., regular monthly meetings, Seminars, etc; and,
• Promote ISACA awareness by providing membership and Chapter activity information to local business contacts.

B. The Chapter Program Director shall:
• Recruit speakers for each of the monthly regular general meetings;
• Work with meeting room planners to ensure facilities, food and audio visual services are adequate for each monthly regular chapter meeting;
• Ensure that the monthly presentation and speaker background information is prepared and provided to the Chapter Webmaster and Communications Director to post on the Chapter web site and in the Chapter’s monthly newsletters;
• Ensure that guest presenters are informed of the time and location of their speaking engagement; and,
• Acquire an appropriate gift of appreciation for each monthly presenter.

C. The Education Director shall:
• Review conference activities offered by other organizations, and solicit input from the Chapter Board and Chapter membership to help ensure the seminar session topic is appropriate for the Chapter.
• Ensure that the conference topic, speaker, facility, session dates, budget, and associated contracts are presented, reviewed, and approved by the Chapter Board;
• Recruit speakers for each Chapter seminar session;
• Work with meeting room planners to ensure facilities, food services, and audio visual services are adequate for each Chapter seminar;
• Develop seminar promotion and registration material and deliver this information to the Chapter Webmaster and Communications Director to post on the Chapter Web site and in the Chapter’s monthly newsletters;
• Provide flyers for the event and a verbal announcement of the event at regular Chapter meetings.
• Coordinate the publishing of event training material (e.g., speaker presentation slides), and delivery of those documents to the seminar location.
• Ensure that guest presenters (speakers) are informed of the time and location of their speaking engagement, assist the speaker with hotel reservations, and process the speakers expense claim for payment by the Treasurer;
• Acquire an appropriate gift of appreciation for each Chapter seminar presenter; and,
• Coordinate all conference activities (e.g., speaker’s resources, participant sign-in, announcements, CPE certificates, scheduled breaks, etc.) during the event.

D. The CISA Director shall:
• Maintain communications with the Association regarding CISA certification preparatory course materials and examinations; and,
• Plan and conduct Chapter CISA exam review courses.

E. The CISM Director shall:
• Maintain communications with the Association regarding CISM certification preparatory course materials and examinations; and,
• Plan and conduct Chapter CISM exam review courses.

F. The Communications Director shall:

• Prepare and issue the monthly newsletter and seminar notifications;
• Distribute broadcast Chapter mailings as voted upon by the Chapter Board; and,
• Periodically review the mailing list for accuracy and completeness.

G. The Webmaster shall:

• Update and maintain the website with up-to-date information on each page;
• Update the website each month to facilitate monthly meeting and seminar registrations;
• Manage the Chapter e-mail accounts; and,
• Manage website registration and hosting.

H. The Academic Outreach Director shall:

• Raise awareness of the Chapter and the Association with local colleges and universities; and,
• Plan and coordinate meetings of Chapter members with Student groups.

Article VII. Nominations, Elections and Vacancies

Section 1. Chapter Nominations

A. Nominations shall be declared open by the Chapter President at a regular meeting as determined by the Chapter Board, but no later than April. Nominations will then be accepted from the floor from any member of the Chapter.

B. The President shall appoint, subject to the approval of the Board of Directors, a Nominating Committee consisting of three members. The Nominating Committee shall present, subject to the approval of the Chapter Board, the ballot of nominations for all Officers and Directors to the membership of the Chapter.

Section 2. Chapter Elections

A. Chapter elections will be held following the regular monthly meeting in April and the results will be announced at the regular meeting in May.

B. Officers and Directors shall be elected by ballot.

C. Ballots may be distributed and collected manually or electronically.

D. Newly elected Chapter Officers and Board Members shall be installed and take office at the beginning of the administrative year. The Chapter’s “administrative” year begins in June and ends in May.

Section 3. Vacancies

A. If a vacancy should occur in any Chapter Board position, except that of the President or the Immediate Past President, the vacancy shall be filled by Chapter Board appointment.
B. If a vacancy occurs in the office of the Immediate Past President, the vacancy shall remain until filled by routine succession.

Article VIII. Chapter Board

Section 1. Chapter Board Membership
The Chapter Board shall consist of the Chapter officers and Director positions. The Chapter Board shall have full power and authority over the affairs of the chapter between membership meetings except as defined in these bylaws. The Chapter Board shall be subject to the orders of the chapter and none of its acts shall conflict with action taken by the chapter.

Section 2. Duties
By accepting a Chapter Board position each Board member shall agree to:

A. Perform the duties for their designated positions as prescribed in these bylaws and the parliamentary authority adopted by the Chapter.

B. Supervise the affairs and conduct the business of the Chapter between business meetings.

C. Meet periodically (e.g., monthly) at a time and place determined by the Chapter Board to facilitate Chapter Board meetings, which may be face-to-face or held electronically.

D. Attend scheduled Chapter meetings, whenever possible, to actively support Chapter activities.

E. Maintain their membership throughout their entire term of office.

F. Make recommendations to the membership.

G. Be subject to the orders of the membership.

Section 3. Authority
The Chapter Board shall have the authority to:

A. Pay budgeted expenses incurred on behalf of the Chapter. Non-budgeted expenditures over $1,000 require Chapter Board approval. The approval of an Officer, other than the Officer or Director incurring the expense, is required for all expenses. The Treasurer shall have primary responsible for approving Chapter expenses but may delegate this role to another Chapter Officer, as necessary.

B. Approve contracts established on behalf of the Chapter. Individual Officers or Directors can be authorized to oversee a contract after it has been approved by the Chapter Board.

Section 4. Quorum
A majority of the Chapter Board shall constitute a quorum.

Section 5. Action
The affirmative vote of the majority of officers and directors present at a meeting at which a quorum is present shall constitute an act of the Chapter Board.

Section 6. Insurance
The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter.

Article IX. Chapter Committees
Special committees may be created as necessary by the chapter membership or the Chapter Board, which can include:

A. The Audit Committee shall be appointed by the Chapter Board whose duty shall be to audit the Chapter accounts at the close of the fiscal year and to report at the annual chapter meeting.

B. The Bylaws Committee shall be appointed by the Chapter President and approved by the Chapter Board. The committee shall report to the Chapter Board and shall maintain the bylaws. The Bylaws Committee shall expedite the process of changing the bylaws in accordance with Article X of the bylaws, assure that all proposed changes conform to any local laws, examine the consistency of the proposed change with other provisions of the bylaws and with those of the Association, and suggest wording for proposed changes.
Article X. 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 has been mailed to each member. In the event of dissolution, the Chapter shall notify the Chief Executive Officer of the Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter or Association documents to International Headquarters. All net assets shall go to a welfare, education or civic project designated by the Chapter membership, pursuant to Section 501 (c) (6) of the US Internal Revenue Code with the approval of the Association’s International President and Chief Executive Officer.

Article XI. Parliamentary Authority
The rules contained in the current edition of Robert’s 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 shall forward all bylaws changes to the Association, with changes indicated, as the Association Membership Board must give approval to all bylaws changes prior to submitting for vote by the chapter membership. The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter Board must ensure the compliance of the bylaws with the Association’s bylaws and applicable country requirements.

These bylaws may be amended at any regular meeting by a two-thirds (2/3)vote provided that the amendment has been submitted in writing at the previous regular meeting, or has been mailed or emailed to the entire Chapter membership at least ten (10) days prior to the meeting at which it will be considered.

Article XIII. Chapter Special Recognition Awards
The Chapter Board may establish and designate special Chapter awards to support the recognition of selected individuals.

Section 1 Julian J. Malek Memorial Award
The Chapter Board of Directors wishes to recognize Julian J. Malek, whose dedication and perseverance resulted in the Puget Sound Chapter being awarded the 15th annual EDPAA International Conference in 1987. Unfortunately, Mr. Malek passed away prior to learning the conference had been awarded to the Puget Sound Chapter. An award to honor his service was established in1987. This award shall be given periodically as determined by the Chapter Board of Directors.

 A. To be eligible for this award, the nominee must be a member of the Puget Sound Chapter. In addition, the following attributes should be considered in determining the nominee:

• Volunteer services to the Chapter;
• Significant accomplishments;
• Leadership role in initiating new Chapter or ISACA activities;
• Professional recognition outside the Chapter;
• Contribution to Chapter meetings, Chapter Board meetings, and training activities.

 B. The Chapter President will select a three person committee to consider eligible candidates. The names of these nominees will be presented at a Chapter Board meeting. The Chapter Board will be responsible for determining the winner. The award will be presented at a Chapter meeting deemed appropriate by the Chapter Board. This award is only to be given on merit. It is not required to be given annually or otherwise.

 C. The award will consist of a perpetual plaque, recognition at a Chapter meeting and a gift deemed appropriate by the Chapter Board of Directors.