ISACA® Las Vegas Chapter Bylaws

The name of this non union, non profit organization shall be the Las Vegas Chapter (hereinafter referred to as "Chapter"), a Chapter affiliated with the Information Systems Audit and Control Association® (hereinafter referred to as "Association").

The primary purpose of the Chapter is to promote the education of individuals for the improvement and development of their capabilities relating to the securing of information and auditing of and/or management consulting in the field of Information Systems security, audit and control.

To promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of auditing, quality assurance, and security and IS audit and control.
To encourage a free 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 and/or customers.
To communicate to management, auditors, academic institutions, and to IS professionals the importance of establishing controls necessary to ensure the effective organization and utilization of information systems resources.
To promote the Association's professional certifications.

A. Active Member - any person interested in the purposes 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 Association is co-existent. Therefore, upon joining the Chapter, a person shall also join the Association, with accompanying rights and responsibilities. Active members shall be entitled to vote and 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 students currently enrolled in a degree program of an accredited college or university, subject to the rules established by the Association Board. Proof of enrollment shall be submitted annually. Student members shall be entitled to vote and but cannot hold office at the Chapter level.

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

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 Chapter member in good standing.
C. A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.

The regular meetings of the Chapter shall be held on the third Tuesday of every quarter, unless otherwise ordered by the Chapter board.

The regular meeting in February 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.

Special meetings may be called by the President or by the Chapter Board and shall be called upon by request of at least three members of the chapter. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least 30 days notice shall be given. Emergency meetings may be called via electronic means with a two-day notice and will be for the purpose 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.

Fifty one percent of the chapter members present shall constitute a quorum at any regular or special meeting.

The officers of the Chapter shall be President, Vice President, Secretary, Treasurer and immediate Past President. The immediate Past President is the officer who last held the position of Chapter President.

A. The 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. The term of office shall begin on the day after the February meeting and continue until the date of the next year's February meeting.
B. Members may hold more than one Chapter office at a time and members may serve up to two consecutive terms in the same Chapter office.

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 Board
Appoint all standing committee chairpersons and other committees as authorized by the Chapter Board
Be an ex-officio member of all committees except the Nominating Committee
Represent the Chapter at Leadership Conference/President's 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 general meeting.
Supervise budgetary matters and proper internal control of finances.
B.The Chapter Vice President shall:
Perform the duties of the President in the event of his/her absence or disability
Chair committees as authorized by the Chapter Board
C.The Chapter 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 pertaining to the Chapter.
D.The Chapter Treasurer shall:
Be custodian of the 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
Submit a written report at each regular meeting
Submit books and records for audit when required
File any and all tax forms required
E.The immediate Past President shall:
Serve in an advisory capacity
Perform other duties assigned by the Chapter President.

A. If a vacancy should occur in any office, except that of immediate Past President, the vacancy shall be filled by the Chapter Board. The Chapter Board can fill the vacancy by appointing someone for the office until the next scheduled election or they can elect to leave the position vacant until the next scheduled election and absorb the duties of that office.
B. If a vacancy occurs in the office of immediate Past President, the vacancy shall remain until filled by routine succession.
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.

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.

The Chapter Board of Directors shall consist of officers, and three directors.

The Board of Directors 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 quarterly at a time and place amenable to the Board members.
E.Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter

The Chapter Board shall have the authority to:
A.Expend funds allotted in the approved budget
B.Authorize non-budgeted expenditures not to exceed $250 without prior approval of the membership.

A majority of the Chapter Board shall constitute a quorum.

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

There shall be the following standing committees: Membership, Education, Certification, Bylaws and Audit. The President of this Chapter may appoint, with the approval of the board, such other committees as he or she deems appropriate.

Duties of the standing committees
A.The Membership committee shall promote interest in the Chapter, and in the Association, and conduct an ongoing membership campaign. When requested by the Association, the local Chapter, through its Membership committee shall receive and forward applications for membership to the Association.
B.The Education committee shall recommend and oversee seminars and programs of professional education.
C. The Certification committee shall assist the Chapter CISA™ and CISM™ coordinators in promoting the CISA™/CISM™ examination and professional designation locally, and shall provide assistance in planning and conducting Chapter's CISA™/CISM™ review course.
D.The Audit committee shall complete an annual audit of the records of the Chapter, and report those findings to the Chapter Board.
E.The Bylaws committee shall be appointed by the president and approved by the board. The committee shall report to the board and shall maintain the bylaws. The bylaws committee shall expedite the process of changing the bylaws in accordance with Article IX 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.

A. A Nominating Committee of five members of the Chapter who are not current Officers shall be elected by voice vote at the regular August meeting by a majority of the membership present at that meeting and then must be approved by the board.
B. Members of the Nominating Committee shall not be nominated for any Office.
C. The Chairperson of the Nominating Committee shall be elected by committee membership.
D. The Nominating Committee shall nominate candidates for office to be filled at the annual meeting.
E. The nominating Committee shall report to the membership at the regular November meeting. Each candidate shall have consented to serve.
F. Nominations will be closed 10 business days before the date Officers are to be elected. The Nominating Committee shall file a written report with the Secretary and shall advise the Chapter of the Committee's nominations. The Nominating Committee shall have sole discretion regarding the nominations except where conflicts with the Bylaws occur. If a conflict occurs with the bylaws, the current Board members shall remediate the conflict
G. Nominations from the floor will be allowed at the August meeting immediately after the approval of the selection of the Nominating Committee. Nominees must consent to be placed on the ballot and to serve. The Nominating Committee must include on the ballot any member that is nominated during the August meeting.
H. The Nominating Committee shall follow such procedural rules as may be promulgated by the Chapter from time to time provided that rules do not conflict with the bylaws. Chapter procedural rules shall not restrict or control the Nominating Committee's discretion with regard to selecting nominees from the pool those members eligible for nominations.
I. To propose an individual for any Office, one percent of the chapter membership may petition the Nominating Committee.To be included on the ballot, such petition must (1) voted on by all members, and (2) be delivered to the Chairperson of the Nomination Committee.
J. In the event the Nominating Committee makes only one nomination, and there are no additional nominations for that office by petition or from the floor, the Officer nominee will be deemed elected by acclamation. In such instances, the procedures described in Article VI for the selection of officers would be replaced by an inclusion in the meeting minutes of the election by acclamation of such officers.

A.The Audit Committee will be appointed annually and shall consist of at least two (2) individuals who shall not be Officers.
B. The Duties of this committee shall be to cause completion of an annual audit of the records of the Chapter and report those findings to the membership.
C.The committee will perform other duties as directed by the Chapter.

A. The Bylaws Committee shall be appointed by the President and approved by the Chapter.
B. The Bylaws Committee shall report to the membership whenever a change is recommended to the bylaws or, at a minimum, biennially.
C.The Bylaws Committee shall maintain the Bylaws. The Committee shall expedite the process of changing the Bylaws in accordance with Article IX of the Bylaws, assure that all proposed changes conform with the laws of the State of Nevada, examine the consistency of the proposed change with other provisions of the Bylaws, and suggest wording for proposed changes

Any committee authorized to act on behalf of the Chapter shall have all the authority of the Chapter, except with respect to:
A. The filling of vacancies on the Chapter or in any committee which has the authority of the Chapter.
B. The fixing of compensation of the Officers for serving on the Chapter or on any committee.
C. The amendment or repeal of Bylaws or the adoption of new Bylaws.
D. The amendment or repeal of any resolution of the Chapter which by its express terms is not so amendable or repealable.
E. The appointment of committees of the Chapter or the members thereof.

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 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.

A. One-third of the members of the Chapter or the Bylaws Committee may at any time propose in writing, signed by them and addressed to the Secretary, the amendment or repeal of any existing provision of, or the addition of any new provision to the Bylaws.
B.The Secretary shall present such proposed amendment, repeal, or addition at the next regular meeting of the Chapter, and shall incorporate in the notice of that meeting a statement that such proposed amendment, repeal, or addition will be considered. No such proposed amendment, repeal or addition shall be considered at any meeting of the Chapter unless such notice has been given to each member no less than 20 days prior to the meeting.
C. At the meeting of the Chapter called in accordance with the provisions of Paragraph (b), above, the proposed amendment, repeal, or addition to the Bylaws shall be considered and voted upon by the members present. If, at the meeting, a quorum being present and two-thirds of the vote is in favor of such amendment, repeal, or addition, it shall be considered as adopted by the Chapter. Such amendments, repeals or additions to these Bylaws will be presented to the membership by written ballot for ratification. Ballots will be validated by the Board and the members of the Audit Committee.
D. Amendments to these Bylaws shall become effective after ratification by the members on the date specified by the Chapter.

The fiscal year of the Chapter shall be the calendar year unless otherwise established.

It is the intention of the Chapter to furnish members with an annual report not later than 60 days after the close of the fiscal year, in conjunction with the chapter's Annual General Meeting.

A. Annual membership fees shall be established by the Chapter in U.S. dollars.
B. Dues shall be billed by the Treasurer or his/her designate based on the dues billing cycle or period.
C. Payment of Chapter membership dues shall be made to the Association.

To effect the dissolution of the Chapter, these bylaws must be rescinded by a two-thirds vote of the Chapter membership after 15 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.

The rules contained in the latest 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.

These Bylaws shall become effective on the date approved by the membership.