Bylaws

HAWAII CHAPTER
INFORMATION SYSTEMS AUDIT AND CONTROL ASSOCIATION

Article I NAME

The Name of the organization shall be the Hawaii Chapter of the Information Systems Audit and Control Association, hereinafter referred to as the "Chapter", a chapter affiliated with The Information Systems Audit and Control Association, Inc., hereinafter referred to as "International".

Article II PURPOSE AND OBJECTIVES

The primary purpose of the Chapter is to promote the education of the individual for the improvement and development of his capabilities relating to the auditing of and/or management consulting in the field of information systems audit and control.

More specifically, the objectives of the Chapter are (a) to promote education of, and help expand the knowledge and skills of its members in the related fields of auditing and information systems audit and control; (b) to encourage a free exchange of information systems audit and control techniques, approaches, and problem solving by its members; (c) to provide adequate communication to keep members abreast of current events in information systems audit and control that can be beneficial to them and their employers; and (d) to communicate to management, auditors, and information systems professionals the importance of establishing controls necessary to ensure effective organization and utilization of information systems resources.

Article III MEMBERSHIP AND DUES

Section 1: Classifications and Qualifications

A. 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 International, subject to rules established by the International Board of Directors. Membership in the Chapter and International is coextensive. 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 - Any member in good standing, who presents proof of retirement status, subject to rules established by the International Board of Directors. 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 International Board of Directors. Proof of enrollment shall be submitted annually. Student members in good standing shall be entitled to vote and hold office at the Chapter level.

Section 2: Admissions

A. Potential members shall:
1. Meet the requirements of membership as outlined in Section 1 of this Article.
2. Complete an International membership application form.
3. Pay required dues to the Chapter and International.

B. Membership in International and in the 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 Directors, plus International dues.

B. A member whose dues are in arrears for more than 30 days shall no longer be deemed a Chapter member in good standing.

C. A member shall forfeit membership if dues have not been paid to International and to the Chapter as required.

Article IV MEETINGS

Section 1: The regular meeting of the Chapter shall be held on the second Tuesday of each month, unless otherwise ordered by the Chapter or Board of Directors.

Section 2: The last regular meeting of the fiscal year shall be known as the annual 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 may be called by the president or by the Board of Directors and shall be called upon written request by three (3) 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.

Article V OFFICERS AND DUTIES

Section 1: Description

The officers of this Chapter shall be President, Vice President, Secretary, and Treasurer. The officers shall be elected annually for a one (1) year term or until their successors are elected and assume office, or until they resign or are removed from office. No member shall hold more than one (1) office at a time.

Section 2: Duties of the President

The President shall:
A. Serve as chairman of the Board of Directors and be the chief executive officer of the Chapter

B. Subject to the control of the Board of Directors, have supervision, direction and control of the business affairs of the Chapter

C. Preside at all meetings of the membership

D. Be an ex-officio member of all committees except the Nominating Committee

E. Have general powers, duties and management usually vested in the office of the President

F. Have such other powers and duties as may be prescribed by the Board of Directors or by the bylaws

G. Serve as a member of the Regional Chapters President Council

Section 3: Duties of the Vice President

The Vice President shall:
A. Report to the President and in the absence of or disability of the President, shall perform all the duties of the President

Section 4: Duties of the Treasurer

The Treasurer shall:
A. Report to the President

B. Be responsible for the financial affairs of the Chapter, for the performance of all duties incident to the office of the Treasurer and such other duties as may from time to time be assigned to him by the Board of Directors

C. Have power to receive and to disburse funds of the Chapter, subject to such restrictions as may be imposed by the Board of Directors, required in the conduct of the Chapter's affairs and the carrying of its activities

D. Submit a written report at each Board of Directors meeting and file any and all tax forms required.

Section 5: Duties of the Secretary

The Secretary shall:
A. Report to the President

B. Be responsible for the Chapter's legal affairs, Chapter reports, membership records, review of new member applications, and such other duties as may be authorized and delegated by the Board of Directors

C. Keep minutes of the proceedings at the regular membership and Board of Directors meetings

Section 6: Qualifications

Only regular members in good standing shall be eligible to serve as an officer.

Section 7: Vacancies

If a vacancy should occur in any office, then the vacancy shall be filled by the Board of Directors. If a Chapter officer's membership in International shall for any reason terminate, that individual's position as Chapter officer shall automatically become vacant.

Article VI COMMITTEES

Section 1: Standing committees shall be: the Membership Committee, the Program Committee, the Publicity and Publication Committee, the Nominating Committee, the Education Committee, and the Audit Committee.

The Chairman of the Nominating Committee and the Audit Committee shall be appointed by the President of the Chapter and ratified by the Board of Directors.

Each Committee Chairman shall appoint the members of his committee, subject to the approval of the President.

Section 2: The Membership Committee shall report to the Board of Directors, and shall be responsible for keeping the roll of the membership of the Chapter, promoting interest in the Chapter, conducting membership drives, and recommending applications for membership.

Section 3: The Program Committee shall report to the Board of Directors and shall be responsible for preparing and recommending the Chapter programs for the year, including a schedule of meeting dates, obtaining speakers for all programs, presiding at the speaker's program at each meeting, and maintaining a library of program topics and speakers.

Section 4: The Publicity and Publications Committee shall report to the Board of Directors and shall be responsible for publicizing all Chapter activities during the program year, assisting in publicizing all Chapter activities during the program year, assisting in publicizing major events and accomplishments of the Chapter, publishing the Chapter newsletter, developing and recommending chapter editorial policies, soliciting articles for the Chapter newsletter and for the Information Systems Auditor.

Section 5: The Nominating Committee shall report to the Board of Directors and shall be responsible for the annual election of Chapter Officers and Committee Chairmen including soliciting likely candidates for the offices at least sixty days prior to the election, preparing the ballots, and conducting the election.

Section 6: The Education Committee shall report to the Board of Directors and shall be responsible for making known existing programs of continuing professional education for members of this Chapter. This committee will cooperate with universities, International and others to establish course and seminars for members which will be of benefit in their effort to further their professional education.

Section 7: The Audit Committee shall report to the Board of Directors and shall be responsible for auditing the Chapter books to the fiscal year-end and at such times as it may deem advisable.

Section 8: Other committees may be appointed by the President whenever deemed necessary, subject to the approval of the Board of Directors.

Section 9: The President of this Chapter shall be an ex-officio member of all committees except the Nominating Committee.

Article VII NOMINATIONS AND ELECTIONS

Section 1: Annual election of all Officers and Committee Chairmen shall be held at the second to last regularly scheduled Chapter meeting of the fiscal year.

Section 2: The Nominating Committee shall present, subject to the approval of the Board of Directors, a list of nominations for all Officers and Committee Chairmen to the membership at the second to last regularly scheduled Chapter meeting of the fiscal year. Each candidate shall have consented to serve.

Section 3: The Officers and Committee Chairmen nominated shall be elected by a plurality of the votes of the members present and voting at the meeting.

Section 4: Newly elected Officers and Committee Chairmen shall be installed at the last regular meeting of each fiscal year and shall take office at the beginning of the next fiscal year.

Article VIII BOARD OF DIRECTORS

Section 1: Description

The Board of Directors shall consist of the Officers; immediate Past President of this Chapter; the Chairmen of the Education Committee, Membership Committee, Program Committee, and Publicity and Publication Committee; and the Chapter Webmaster.

Section 2: Vacancies

If the office of any Director, specified in Section 1 of this Article, shall become vacant for any cause, a majority of the remaining members of the Board of Directors then in office, shall appoint a chapter member to fill the unexpired portion of the term.

Section 3: Duties and Responsibilities

The Board of Directors shall be the governing body of the Chapter and its actions shall be final, unless otherwise specifically provided by the bylaws.

The Board of Directors shall have the authority to expend funds allotted in the approved budget and authorize non-budgeted expenditures by a majority vote of the Directors.

The Board of Directors shall provide for an independent audit of the financial affairs of the Chapter, at least annually, and at such times as it may deem advisable.

Section 4: Qualifications

Only regular members in good standing shall be eligible to serve on the Board of Directors.

Section 5: Board of Directors Meetings

The Board of Directors shall meet at least quarterly at a time and place selected by the Board.

Special meetings shall be called at any time by the President or three members of the Board.

Notice of meetings of the Board of Directors shall be given to each Director in writing not less than two (2) days in advance of the meeting or as the Board may otherwise direct, but no failure in delivery of such notices shall invalidate the meeting or any action taken on proceedings there at. Notice may be waived by unanimous consent of the Directors in writing.

For the transaction of business requiring a vote, a majority of the Board of Directors then in office shall constitute a quorum.

At all meetings of the Board of Directors, the President, if present, shall act as Chairman. In his absence, the Chairman shall be the Vice President. In the absence of both the President and the Vice President, the Secretary shall preside until the election of a Chairman protem, which should take place immediately. The Directors who are present shall by majority vote choose one among them to act as Chairman for that meeting.

Article IX DISSOLUTION

To effect dissolution of the Chapter, these bylaws must be rescinded by a two-thirds vote of the membership after ten (10) days notice has been mailed to each member. In the event of dissolution, the Chapter shall notify the Regional Vice President in writing indicating the reason(s) for dissolution and shall return the Chapter charter and any International materials to the Regional Vice President. All net assets shall go to a welfare, education or civic project designated by the membership pursuant to Section 501(c)(6) of the United States Internal Revenue Code with the approval of the International Executive Vice President of Membership and the International President.

Article X PARLIAMENTARY AUTHORITY

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

Article XI AMENDMENT OF BYLAWS

Section 1: These bylaws may be amended at any regular meeting, or any special meeting called for this purpose, by a two-thirds vote of the members present, provided such amendment has been adopted by two-thirds of the total number of Directors then in office. Notice of such amendment must be sent with the notice of such meeting at least ten days prior to the date of the meeting.

Section 2: When, as, and if amendments to international's bylaws shall have an effect on this Chapter's bylaws, such amendments shall automatically become effective for this Chapter. Notice in writing shall be sent to the membership.