ISACA chennai chapter

Bylaws of ISACA Chennai Chapter

Last modified: 02 Sep 2022

MEMORANDUM OF ASSOCIATION

THE CHENNAI CHAPTER OF

ISACA

I.Name

The Name of the Society (otherwise called as “Chapter”) shall be ISACA, Chennai.

II.Registered Office

The registered office of the Chapter shall be at 15, Ground Floor, Luz Golden Enclave, 180/2 Luz Church Road, Mylapore, Chennai – 600 004.

III. Purpose and Main Objects

Purpose

To promote the awareness and education of individuals and provide networking opportunities for the development and improvement of their capabilities relating to the auditing of, management consulting in, or direct management of the fields of Digital Trust, Information Technology (IT) Governance, Information Systems (IS) audit, cybersecurity, risk management, privacy, control and assurance.

Main Objects

The Main Objects of the Chapter are:

To promote the awareness and education of, and help expand the knowledge and skills of individuals in the interrelated fields of Digital Trust, IT governance, IT / IS risk management, IS audit, cybersecurity, privacy, control and assurance;
To encourage an open exchange of ideas on Digital Trust, IT governance, IT / IS risk management, IS audit, cybersecurity, privacy, control, and assurance techniques, approaches, and problem solving by its members;
To promote adequate communication to keep members abreast of current events in the above subjects that can be of benefit to them and their employers;
To communicate to management of business enterprises, auditors, universities, educational and research institutions, professional associations, Government agencies, IS professionals, general public and to any other bodies with similar interest, the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources; and
To promote ISACA Global’s professional certifications, IT governance and Digital Trust. 6. To disseminate knowledge and information, and publish journals, newsletters or other publications on current development in the fields of Digital Trust, IT governance, IS audit,

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai

Chapter Last modified: 02 Sep 2022

cybersecurity, privacy, control and assurance for the benefit of industrial, commercial, governmental and social organizations in India

To organize, enable and sponsor initiatives for supporting the learning and knowledge sharing among members and the public in general in the fields of Digital Trust, IT governance, IS audit, cybersecurity, privacy, control and assurance and related subjects through seminars, workshops, conferences, symposium and other appropriate methods
To initiate, sustain and coordinate research work, or publish reports and findings for the benefits of members and the general public
To perform all the incidental and ancillary activities necessary for and conducive to the attainment of the above objectives
Any excess of income over expenditures shall be applied only towards the above objectives and for the development of the chapter and shall not be distributed among members or any other body.
Amendments to the Objects

All that has been said in this memorandum including this section are to be considered as basic strictures amenable or rescindable by not less than 25 of the members present and voting in a general body meeting convened for that purpose with 21 days clear notice to the members.

Chapter Board Members

The Committee Members shall be the governing body of this Chapter. The incumbent Committee Members of the Chapter, which shall consist of persons mentioned hereunder:

LIST OF CHAPATER BOARD MEMBERS

Sl. No	Name
1	Dr. Mahesh Kalyanaraman
2	Vaidyanathan C
3	Sripathy Raagav K
4	Chitra Murali
5	K Suresh Kumar
6	Jamuna Swamy
7	Geetha Jayaraman
8	C M Krishnaswamy
9	M P Badrinath
10	Sriram Srinivasan
11	Mahesh Balakrishnan
12	Balachandar Natarajan
13	Jayasree Chandrasekaran

BYLAWS OF THE

INFORMATION SYSTEMS AUDIT AND CONTROL ASSOCIATION (ISACA)

CHENNAI CHAPTER

Definitions

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter

Last modified: 02 Sep 2022

For the purposes of these bylaws, the reference to the words:

“the Chapter” or “the Society” shall mean the Chennai Chapter of ISACA, having its registered office in Chennai.
“ISACA Global” is the entity to which the Chapter is affiliated to and is headquartered at 1700 East Golf Road, Schaumburg, Illinois, USA.
“the Board” shall mean the Chapter Board members
“ISACA Global Board” shall mean the Board of Directors of the ISACA Global, headquartered at 1700 East Golf Road, Schaumburg, Illinois, USA.
The Name of the Chapter shall be ISACA CHENNAI
The registered office of the Chapter shall be at 15, Ground Floor, Luz Golden Enclave, 180/2 Luz Church Road, Mylapore, Chennai – 600 004
The date of formation of the Chapter shall be on 14.02.2005
The Registrar of Societies, Chennai South is the Registrar within whose jurisdiction the office of the Chapter is situated.
The Business hours of the Chapter shall normally be from 2 PM to 7 PM. Tuesday shall be weekly holiday. Other holidays shall be decided by the Board from time to time. 6. The Main Objects of the Chapter are listed in the Memorandum of Association (MoA). 7. The Chapter shall carry on the activities in furtherance of the above objects only in the territory of Tamil Nadu.
The President of the Chapter shall be the person authorized to sue or to be sued on behalf of the Chapter
The President of the Chapter shall be the person who is empowered to give directions regarding the activities of the Chapter

Article I: Membership and Dues

Membership to the Chapter shall be open only to members of ISACA Global. However, non member participation in select Chapter programs and events may be permitted at the discretion of the board, on such conditions that may be stipulated therefor.

Section 1: Membership Types and Qualifications

Membership in ISACA Global is a requirement for membership in a Chapter. Membership types in the chapter will mirror membership types in ISACA Global. However, non-member participation in select Chapter programs and events may be permitted at the discretion of the board, on such conditions that may be stipulated, therefore.

Any member of ISACA Global shall be eligible for membership in the Chapter with the same membership type, subject to rules established by ISACA Global Board. Only ISACA Global Board of Directors has the right to add or remove membership types.

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter

Last modified: 02 Sep 2022

Membership types in Chapter are:

Professional Member—Any individual with a professional membership in ISACA Global. Professional members of the Chapter shall be entitled to vote and to hold office at the Chapter level.
Retired Member—Any member of ISACA Global, who presents proof of retirement status, subject to rules established by ISACA Global Board. Retired members of the Chapter shall be entitled to vote and hold office at the Chapter level.
Student Member—Any member of ISACA Global who is a full-time student currently enrolled in a degree program of an accredited college or university, subject to rules established by ISACA Global Board. Student members of the Chapter shall be entitled to vote and hold office at the Chapter level.
Recent Graduate—Any member of ISACA Global who graduated within the last two years from a recognized college or university, subject to rules established by ISACA Global Board. Recent Graduate members shall be 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 I, Section 1.
Complete ISACA Global membership application form.
Pay required Chapter and Association dues to ISACA Global.
Follow the Code of Professional Ethics of ISACA Global.
Membership in the Chapter shall be conferred upon an individual when ISACA Global has accepted the membership application and received the Association and chapter dues, for that individual.

Section 3: Dues

Membership fees and Chapter dues must be paid annually, in full, to ISACA Global. Amount of Chapter dues shall be determined by the Chapter Board.
A member shall forfeit membership in the Chapter and ISACA Global, if dues have not been paid to ISACA Global or Chapter in compliance with terms set by ISACA Global’s Board of Directors, as required.
Resignation—Any member who resigns shall not be entitled to a refund of his/her annual membership fees or Chapter dues.

Section 4. Member Termination

Only ISACA Global has the authority to terminate membership of an individual. Termination of membership in ISACA Global, for whatever reason, shall automatically terminate membership in the Chapter.

Section 5: Rights, Obligations and Privileges of Members

All members shall have the right to vote and to attend all General Body Meetings. They have the obligation to uphold the objectives of the Chapter.

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter

Last modified: 02 Sep 2022

Section 6: Properties of the Chapter

No member shall have any right on any of the properties or assets of the Chapter. Similarly, no member shall have any liability for any of the liabilities of the Chapter.

Article II: Accounts and Audit

Financial Year

The financial year of the Chapter shall be from the 1st day of April to the 31st day of March.. 2. Bank Accounts

The Chapter may open bank accounts with any scheduled commercial bank approved by Reserve Bank of India in the name of the Chapter and any two of the office bearers, as authorized by the Board, shall jointly operate the accounts including Internet banking application provided by the bank.

Auditors

The Auditor of the Chapter who shall not be a member of the Chapter shall be appointed at the Annual General Meeting to audit the accounts of the Chapter every year. Such appointment shall be put up for renewal or re-appointment at the Annual General Meeting, as necessary.

Investment and Application of the Funds of the Chapter

The funds of the Chapter (Society) shall be invested in the modes specified under the provisions of sec.24 of The Tamil Nadu societies Registration Act, 1975 and section 13(1)(d) read with section II (5) of the Income Tax Act, 1961 as amended from time to time. The funds and the income of the Chapter shall be solely applied for the achievement of its objects and no portion of it shall be utilized for payment to any member(s) or other persons by way of profit, dividends, interest etc. However, any honorarium paid to any individuals for the services rendered towards conducting review classes or any chapter events (such as workshops) shall be exempted.

Investment
The Corpus fund of the Chapter shall be invested only in the manner prescribed under Income-tax Act 1961, as applicable to public charities from time to time and in no other form of investment subject to the provisions of Sec 25 of The Tamil Nadu Societies Registration Act, 1975. Subject to the above said provisions the Chapter Board shall have the full right to alter or vary the investment from time to time without causing loss to the Chapter.
The Chapter shall, out of the income arising from its investment, first pay and discharge all the cost and expenses of the Chapter and apply the balance income for carrying out the objects of the Chapter.
The Chapter shall, however, be entitled to accumulate a portion of income to the extent permitted under the Income-tax Act 1961 subject to the secs.24 and 25 of The Tamil Nadu

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter

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Societies Registration Act, 1975 from time to time for supporting the growing future activities of the Chapter.

However, any income arising to the Chapter from its funds or from donations or otherwise shall be utilized by the Chapter solely and exclusively for carrying out the objects of the Chapter and not for anything else.
The Chapter Board Members shall have all the required financial and administrative powers for properly administering the Chapter, its properties and institutions for achieving the objects of the Chapter. They shall be entitled to do all other acts, Deeds or things which are incidental, necessary or conducive for the purpose of carrying out any of the objects of this Chapter.
However, the Chapter shall obtain the prior permission from the Director of Income Tax (Exemptions) and other appropriate authorities before sale or alienation of any immovable property.
The Funds of the chapter shall be invested as per section 11(5) of the Income Tax Act, 1961 and in no other form subject to the provisions of Sec.24 & 25 of the Tamil Nadu Societies Registration Act, 1975.
The Accounts shall be maintained regularly and would be audited by the Auditor every year after the closure of the financial year.
In the case of winding up/dissolution, the net funds would be transferred to institutions having similar objects and is registered under section 12A and enjoying exemption under section 80(G) of the Income tax Act 1961.
The Chapter shall, for smooth conduct of the affairs of the Chapter, have the right to amend, alter or modify this Memorandum or any of its object or powers in accordance with law. However, no amendment shall be effected except with the prior approval of the Director of Income-tax (Exemptions), Chennai and other public authorities and after complying with the requirements of the Civil Law subject to the relevant provisions of Sec.12(1) to (4) of The Tamil Nadu Registration Act,1975 read with rule 14 of The Tamil Nadu Societies Registration Rules, 1978
The benefit of the Chapter shall be available to the members of the public at large without any discrimination on the ground of caste, creed, sex or religion.

Article III: Chapter Meetings

Section 1. Regular Meetings

The meetings of the Chapter shall be held every month or at such times as the Board may decide. Additional meetings, seminars, programs and events may also be held at such times as may be decided by the Board.

Section 2. Annual General Meeting

Annual General Meeting (AGM) shall be held in accordance with sec.26 (1), (2) and (3) of The Tamil Nadu Societies Registration Act, 1975 before 30th September every year and shall be for the purpose of receiving reports of auditors, officers and committees, installing Chapter officers, appointment of auditors and for any other business that may arise. The report of the Board on the performance of the Chapter and Audited Accounts of the immediate previous financial year shall be put up for discussion and adoption at such meetings

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter Last modified: 02 Sep 2022

A notice of 21 days shall be sent to all members for the Annual General Meeting as per the provisions in secs.26 (l), (2) and (3) of the Societies Registration Act. The audited accounts and the Honorary Secretary’s report for the year shall be posted on the web site of the chapter accessible to all the members. The members listed by ISACA Global in the Chapter membership roster as of 31st May of that year shall be eligible to attend the AGM and vote.

Section 3. Extraordinary General Body Meeting

Extraordinary general body meetings may be called by the President or by the Chapter Board Members or shall be called upon written request by at least 3/4th of the members. The purpose of the meeting shall be stated in the request. Except in cases of urgency, where a shorter notice of 7 days may be given, at least 21 days’ notice shall be given.

Section 4. Electronic Meetings

Chapter meetings and educational sessions may be held in-person or electronically, as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold a meeting electronically shall be approved by the Board.

Section 5. Quorum

Twenty members present in person or electronically, shall constitute a quorum at any regular or extraordinary meeting. All resolutions shall be passed by simple majority except in cases otherwise stated in these bylaws

Section 6. Act of the Membership

As long as a quorum is present, the affirmative vote of the majority of the members present and voting at any Chapter meeting shall constitute an act of the membership.

Section 7. Notification

Members shall be notified 21 days in advance of the AGM. Members shall be notified in advance of any regular meetings or special meetings. Notification may be by postal mail, email, or telephone.

Article IV. Nominations and Elections

Section 1. Chapter Nominations

A Nominating Committee of three members who are members of the Chapter but not officers of the Chapter shall be constituted by the board at the regular meeting in the month of May or June.
The Nominating Committee shall invite and accept nominations by members for offices to be filled at the annual general meeting. The nomination of a member for a position in the board shall contain the names and signatures of the nominee, proposer and a seconder and each candidate shall have consented to serve and shall have completed/signed a Willingness to Serve agreement and Conflict of Interest form and sent these forms to the Nominating

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter

Last modified: 02 Sep 2022

Committee within the prescribed time, which shall be at least seven days before the AGM. These documents should be retained electronically/physically in a location that is determined and accessible by all members of the Chapter Board.

The Nominating Committee shall review all nominations to be in the interest of the Chapter membership including review for compliance with Article IV – Section 1 above, along with directives and code of conduct prescribed by ISACA Global.

Section 2. Chapter Elections

Nominations from the floor shall be permitted prior to the election.
Officers shall be elected by ballot in case there is more than one nominee for a position. Election for each Chapter Official, subject to the related matters contained in these bylaws shall be by simple majority of the members present and voting at the AGM.

Article V. Chapter Officers

Section 1. Chapter Officers

The Chapter’s Officers shall consist of the following members. These members shall also be called Officers of the Chapter.

The Officer bearers (Officers) of the Chapter shall be

President
Vice-President,
Honorary Secretary,
Honorary Treasurer,
Immediate Past President,
Chapter Board Member (Outreach) (Director- Outreach)
Chapter Board Member (Programs) (Director- Programs)
Chapter Board Member (Membership) (Director- Membership)
Chapter Board Member (Certification) (Director- Certification)
Chapter Board Member (SIG) (Director- Special interest groups)
Chapter Board Member (Research) (Director–Research)
Chapter Board Member (Audit) (Director –Audit)
Chapter Board Member (Training) (Director – Training)

Installation of the chapter board shall be done by election at the Annual General Meeting once in two years. The members of the chapter as on the 31st of May of the AGM year shall be eligible to be elected to the board provided, he attends at least 5 events of the chapter in the period of one year preceding the date of the notice to the AGM. He shall cease to be an officer of the board from the time he ceases to be a member of the Chapter.

Casual vacancies arising in the intervening period between two AGMs can be filled up by the Board and shall be ratified at the following AGM or at the immediate Extra-Ordinary General Meeting following the filling up of the vacancy whenever the same is called for.

Section 2. Term of Chapter Officers

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter Last modified: 02 Sep 2022

The Chapter Officers, except the Immediate Past President, shall be elected for a term of two years, or until their successors are elected and assume office, or until they resign or are removed from office which ever is earlier (A member elected and appointed to hold the same office shall not hold the same office for more than two consecutive terms) However in the exceptional situation, where no fresh nominations are received for a post, the member holding the post can be re-elected, at the AGM, to the same post for not more than one consecutive term. The term of office shall begin at the close of the AGM on which date they are elected.
No member shall hold more than one post in the Chapter Office at a time.

Section 3. Duties of Chapter Officers

The Chapter Officers shall perform the duties prescribed by the bylaws.

The Chapter President shall:

Preside at meetings of the Chapter and the Board;
Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement; ● Appoint all Committee chairpersons and members, except the Nominating Committee, ● Execute the policies and decisions of the chapter Board,
Develop annual and long-range chapter goals and objectives for presentation to and approval by the chapter board,
Be an ex-officio member of all Committees except the Nominating Committee, ● Communicate chapter information and concerns to ISACA International Headquarters ● Ensure the chapter is represented by a chapter leader at all ISACA chapter leadership events. Attendance of individual(s) should be approved by the chapter board.
Serve as liaison and advisor in coordinating the activities of the local Chapter in support of the Association;
Present an annual report to members at the AGM; such report to consist of reports from various Chapter officers and committees;
Maintain or cause to maintain communications with ISACA Global and respond to ISACA Global enquiries,
Maintain data privacy, per chapter and ISACA policies, as well as local regulations (e.g., General Data Protection Regulation (GDPR)),
Ensure submission of the required annual chapter reports to ISACA Global within 30 days after the annual general meeting,
Ensure submission of the communication plan and the action on that as on the dates prescribed by ISACA Global,
Authorize the purchase of supplies to the chapter
Supervise budgetary matters and proper internal control of finances, execute agreements authorized by the Chapter Board of Directors;
Ensure Chapter trainers for ISACA certifications are accredited by ISACA; and ● Perform other duties as pertains to the office of President, or which may be delegated by the Chapter Board.

The Chapter Vice-President shall:

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter

Last modified: 02 Sep 2022

Assume the duties of president when the president is absent;
In the event the president is absent or unable, perform the duties of the President; ● In the event of a vacancy in the office of President, assume the office of President; ● Assist the president in establishing committees and shall

Develop specific, written short-term plans
Explore long-range plans with chapter members
Ensure that the functions of all chapter committees have been defined in writing and that each committee is staffed with competent, active members

Direct and coordinate the administrative activities of standing and select committees and shall

Ensure goals and objectives can be met
Ensure performance standards for committees are maintained
Approve arrangements made for monthly meetings, seminars and events d. Manage the development, distribution and tabulation of all program surveys (i.e., those that identify speakers and areas of educational interest)

Report committee activities for standing and select committees and shall a. Act as liaison between committees and the chapter board

Ensure board policies and decisions are communicated to committee chairs ● Assist the president and treasurer in the preparation of the chapter budget ● Authorize the purchases of supplies to the chapter

Attend internationally sponsored meetings for chapter leaders as president-elect or as designated by the current chapter president,
Maintain data privacy, per chapter and ISACA policies, as well as local regulations (e.g., GDPR) and
Perform other duties as pertain to this office.

The Chapter Honorary Secretary shall:

Take minutes of the meetings of the Chapter Board, membership meetings, and annual general meeting, and maintain a copy of the records,
Maintain accurate attendance records,
Present an annual report to members at the annual general meeting,
Maintain all chapter records, except those specifically assigned to other officers or committees. Examples of these documents may include, but are not limited to: a. Meeting minutes

Bylaws (sometimes assigned to bylaw committee)
Charter
Incorporation records
Insurance records

Issue meeting notices for all chapter board meetings and other meetings, as appropriate, ● Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter,
Maintain data privacy, per chapter and ISACA policies, as well as local regulations (e.g., GDPR),

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter Last modified: 02 Sep 2022

Ensure the Conflict-of-Interest Statements and Willingness to Serve Agreements are signed by each volunteer when they take on their role. Maintain originals of these signed records,
Manage all correspondence pertaining to or on behalf of the chapter. Assist in writing and mailing all correspondence on behalf of the chapter,
Update chapter bylaws according to changes put forth by the chapter board, as approved,
Authorize the purchase of supplies to the chapter,
Submit reports to ISACA for compliance and award eligibility,
Assist and collaborate with the President in the administration of Chapter membership meetings, and
Perform other duties as pertains to this office.

The Chapter Honorary Treasurer shall:

Be custodian of Chapter funds;
Receive and disburse such funds of the Chapter as shall be required in the conduct of its affairs and the carrying on of its activities or as directed by the Chapter Board; ● Submit a written report at each regular Chapter and Board meeting;
Along with the President, authorize expenditures from, or transfers of funds from/to the Chapter’s US Dollar account held at the Association;
Submit annual financial statements for presentation to the membership at the AGM; ● Submit books and records for audit, if/when required;
File any and all required tax forms; Maintain a balanced financial record ● Follow financial procedures and guidelines
Ensure a complete, clear and balanced audit trail of all chapter financial transactions for the current and prior years and shall

Issue payment of all incurred expenses
Ensure there are no unchallenged payments due

Collect all funds owed to the chapter and shall

Ensure that accounts receivables are billed on time
Establish and maintains a regular collection schedule

Recommend fee schedules to chapter board
Collect fees for monthly meetings and other chapter activities
Purchase of supplies, including:

Meeting equipment rentals
Stationery and office supplies
Prizes, favors and awards
Meeting space expenses/meals/etc.

Ensure the availability of supplies, gifts or equipment
Check to ensure purchases are being made with president’s/board’s approval ● Maintain record of all purchases
Maintain an inventory of physical equipment owned by the chapter, if applicable ● Prepare a regular treasurer’s report for board meetings and the newsletter to ensure that the board and the membership know the financial position of the chapter at all times ● Arrange for insurance, as deemed necessary by the board, and provide recommendations regarding coverage amounts

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter

Last modified: 02 Sep 2022

Recommend an investment strategy for chapter’s reserve funds and shall a. Suggest a minimum amount for reserve funds

Present and, with board approval, initiates plan to build reserves

Prepares a chapter year-end report
Organize annual audit of chapter finances and activities for previous year and shall a. Review financial activity to ensure that income and expenses are adequately supported

Review chapter activities and management to ensure compliance with chapter bylaws
Establish and publish date for completing audit
Report findings of the Director Audit to the chapter board
Follow up on discrepancies with prior officers and board members and initiates corrective action, if necessary
Retain the remittance reports/account statements provided by the president, and passes this information along to successor

Assist president with preparation of the annual budget
Ensure incorporation fees/licenses are filed on time, as appropriate

The immediate Past President of the Chapter shall:

Serve in an advisory capacity
Perform other duties as pertain to this office, or which may be delegated by the Chapter Board

Chapter Board Member (Outreach) (Director-Outreach) shall:

Conduct general marketing and publicity of the Chapter, ISACA Global, its courses, conferences, seminars meetings and workshops, ISACA’s certifications, Control Objectives for Information Technologies (COBIT), and any other new initiatives, ● 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
Provide liaison with academic institutions and other fraternal associations ● Establish opportunities to brief appropriate classes of academic institutions on ISACA certification programs
Coordinate scholarship initiatives approved by the Chapter Board,
Liaise with appropriate academic institutions, and establish an “Academic Advocate” program in local academic institutions,
Anchor all Social Media channels like LinkedIn, Facebook, Twitter, YouTube, Instagram, etc. pertaining to Chapter
Publish periodic updates on relevant areas on the social media platforms ● Run Campaign on Social media platform about all the activities pertaining to the Chapter and
Perform other duties as pertains to this office.

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter

Last modified: 02 Sep 2022

Chapter Board Member (Programs) (Director- Programs) shall

Get program calendar prepared at the beginning of the year
Organize monthly professional development meetings (PDM), conferences including the ISACA Chennai Conference, seminars and workshops
Organize the sessions and identify and liaise with the speakers/presenters • Perform other duties as pertain to this office

Chapter Board Member (Membership) (Director Membership) shall

Maintains membership records
Compare records with previous periods to determine the percent increase/decrease in membership.
Manage surveys of the chapter membership.
Conduct and coordinates annual membership renewal campaigns
Ensure that membership records are accurate
Work closely with Director Marketing to on-board new members from various marketing activities
Respond to queries and clarifications regarding membership
Support joint meetings with local chapters of other professional organizations • Be responsible for maintenance of chapter website
Perform other duties as pertain to this office

Chapter Board Member (Certification) (Director- Certification) shall

Maintain resource material related to ISACA’s certifications,
Recognize individuals who pass an exam and/or obtain a certification
Assist exam passers with his/her application for certification
Promote ISACA’s accreditations within the Chapter membership, including exam preparation sessions,
Publicize ISACA’s certification programs within and outside the chapter ● Identify potential for corporate trainings and liaise
Perform other duties as pertains to this office.

Chapter Board Member (SIG) (Director- Special interest groups) shall • Identify the themes for the special interest group

Form the group of members who show interest and preferably with prior knowledge and expertise
Prepare and get approval of the annual budget for the SIG
Conduct periodical planning and review meetings.
Conduct periodical (monthly or quarterly programs- seminars / workshops) to showcase the works of SIG to the general members and wider public.
Submit monthly status report to the board
Perform other duties as pertains to this office.

Chapter Board Member (Research) (Director–Research) shall

Act as the Chapter’s primary contact with the ISACA HQ’s research department • Attend quarterly calls scheduled by ISACA HQ to learn about newly released, ongoing & future research developments

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter Last modified: 02 Sep 2022

Disseminate the information about ISACA research to chapter members during chapter meetings and publish in the chapter newsletter
Prepare the chapter level plan for the activities at the beginning of the year and involve the members and/or other academics as authorized by the Chapter Board in these activities
Perform other duties as pertain to this office

Chapter Board Member (Audit) (Director -Audit) shall

Audit the accounts of the Chapter on a regular basis and bring out any discrepancies to the notice of the board
Liaise with the external auditor when the annual audit is performed
Review the accounting practices and suggest improvements as needed
Perform other duties as pertain to this office

Chapter Board Member (Training) (Director Training) shall

Prepare the annual plan for different certification review courses during the year as per examination calendar published by ISACA
Identify required volunteers from members and align them to conduct the review program.
Evaluate trainers feedback received from participants and share the same with respective trainers
Assist candidates in preparing for the certification examination(s)
Share feedback from trainers and/or candidates with the education department at ISACA International Headquarters with the purpose of enhancing future editions of the respective publications
Adhere to the Accredited Training Partner (ATP) requirements
Perform other duties as pertain to this office

The Chapter Officers shall strive to execute the policies and decisions of the Chapter and shall cooperate with other chapter officers in carrying out their responsibilities, wherever necessary.
The Chapter Officers are not eligible for any remuneration directly or indirectly from the Chapter of ISACA Global but shall be eligible to claim reimbursement of actual expenses incurred by them personally in performing duties of the Chapter. However, the chapter officers can be paid honorarium when they are involved as faculty members for the ISACA certification review programs (such as CISA and CISM etc.,).

Section 4. Chapter Officer Vacancies

If for any reason, a Chapter officer’s position (other than that of the Immediate Past President and President) falls vacant, such vacancy shall be filled up by a Chapter Board member. The person so appointed shall hold term till the close of the AGM of the members. If a vacancy occurs in the office of President, the vacancy shall be filled by the Vice President.

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter Last modified: 02 Sep 2022

If a vacancy occurs in the office of Immediate Past President, the vacancy shall not be filled up.
If a Chapter Officer’s membership in ISACA Global shall for any reason get terminated, that individual’s position as Chapter officer shall automatically become vacant.

Article VI. Chapter Board

Section 1.

The Chapter Board shall consist of the Officers as given in Article V – Section 1

Section 2: Duties

The Chapter Board shall:

Supervise the affairs and conduct the business of the Chapter;
Make recommendations to the membership;
Hold Chapter Board meetings Twelve (12) times a year at a time and place determined by the Chapter Board. Special meetings of the Chapter Board may be called by the President and shall be called upon the written request of Seven (7) members of the Board. Notice must be given to Chapter Board members at least 48 hours before a

Special Meeting of the Chapter Board and must include the purpose of the meeting; D. Regular or special meetings of the Chapter Board may be held electronically, as long as all members can simultaneously hear each other and participate during the meeting. The decision to hold electronic Chapter Board Meetings shall be approved by the Chapter President or the Chapter Board. An electronic or virtual meeting must be arranged at least 48 hours in advance of the call. Each member should seek recognition from the chair before beginning to speak, and each member should identify himself or herself prior to 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 the vote and shall not be recorded in the minutes. The minutes of the meeting shall be approved at the next meeting.

Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter, and in compliance with local law.

Section 3. Financial Authority

The Chapter Board shall have the authority to:

Approve the annual budget
Expend funds allotted in the approved budget
Authorize non-budgeted expenditures not to exceed Rs. 50,000/-.

Section 4. Meetings

Chapter Board meetings may be held in-person or electronically, as long as all participants can simultaneously hear each other and participate during the meeting.

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter Last modified: 02 Sep 2022

Section 5. Quorum

Seven members of the Chapter Board present shall constitute a quorum. All resolutions at the board shall be passed by at least a simple majority of those present and voting except in cases requiring special resolution as required by these bylaws. For special resolution to be passed, 3/4th of the Chapter Board members need to be present.

Section 6. Insurance

Insurance – The Chapter Board shall carry adequate insurance coverage at all times to insure the risk associated with the Chapter’s activities. The Chapter shall hold the Association harmless from any lawsuits, damages, other expenses or liabilities, arising out of the activities of the Chapter.

Section 7. Removal

Any Officer who fails to attend five (5) Chapter Board meetings within a 12-month period (without leave of absence notice) may be brought before the Chapter Board of Directors and may be removed from office by a majority vote of the Chapter Board present and voting excluding the director concerned.

Any Officer may be removed for reasons of criminal proceedings, ethical misconduct, moral turpitude and similar grievous complaints at any meeting of the Chapter Board of Directors, by a majority vote of the members of the Chapter Board present and voting excluding the director concerned. Any Officer being considered for removal from the Chapter Board of Directors shall have the right to be heard by the Chapter Board before an official vote is taken.

Article VII Chapter Committees

Section 1.

There shall be the following Standing Committees:

Program
Membership
Outreach
Education & Research

Only Chapter members are eligible to become members of the committees.

Section 2. Duties of Chapter committees

The Program committee shall work with the Director, Programs in developing topics and agenda of members’ interest and arrange speakers from the global community for various Chapter Programs.
The Membership Committee shall promote interest in the Chapter, ISACA Global, and conduct membership renewal campaigns, as necessary.

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter

Last modified: 02 Sep 2022

The Outreach committee shall work with Director, Outreach in developing content strategy in alignment with objects of the chapter.
The Education & Research Committee shall assist the Director of Certification in promoting the ISACA’s certificate examinations respectively and professional designation locally and shall provide assistance in planning and conducting review courses for ISACA’s certifications. This Committee shall also undertake research projects by the Chapter and/or in coordination with other research institutions to promote the Information Systems Audit and Control standards, guidelines and practices.

Article VIII. Amendment to By-laws

In conjunction with the Chapter Bylaws Committee, the Chapter Board shall approve all suggested bylaw changes and forward them to the Association, in English, with changes indicated. The Association must give written approval to all bylaw changes prior to them being submitted for a vote by Chapter membership.

Chapter bylaw amendments may be approved at any Chapter meeting by a two-thirds (2/3) of members present and voting of the Chapter membership present and voting, provided that the amendment is submitted in writing, circulated to the entire Chapter membership at twenty-one (21) days prior to the meeting at which it will be considered. The amendment to these bylaws shall be subject to the provisions of the Tamil Nadu Societies Registration Act, 1975.

The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter must ensure the chapter bylaws comply with the Association’s bylaws and applicable local laws and requirements.

Article IX.

The exhibition of the register of members, the books containing minutes and the books of account at the registered office of the Chapter during business hours for inspection by its members free of charge.

Article X Dissolution

To effect the dissolution of the Chapter, these Memorandum of Association and Bylaws must be rescinded by not less than Two-thirds (2/3) vote of the members at an Extraordinary General Body Meeting, duly convened for these purposes. For this purpose, at least 21 days’ notice shall be given to each member(s), who will have a right to vote in person or by proxy. The dissolution shall be subject to the provisions of the Tamil Nadu Societies Registration Act, 1975. The intention of dissolution shall be communicated to the President, ISACA International, at least one month before such dissolution and approval be obtained.
In the event of dissolution of the Chapter, the net assets remaining on the date of dissolution shall under no circumstances be distributed among the members or the Chapter Board members. Such net assets shall be transferred to another Chapter or to another charitable trust/society, with similar objects to those of the Chapter, which is registered under the Income Tax Act 1961 and recognized for purposes for contributions under Section 80G of the

Adopted in the AGM dated Sep 2, 2022

Bylaws of ISACA Chennai Chapter

Last modified: 02 Sep 2022

Income Tax Act, 1961. Such recipient Society/Trust shall be decided at the Chapter’s General Body Meeting, as mentioned in Article X, Clause 1, by a resolution of members with a majority not less than 3;’ (three -fourths) of the members present. In the absence of such resolution, the disposal of assets and liabilities shall be as per the provisions of the Tamil Nadu Societies Registration Act, 1975

Article XI Parliamentary Authority

The clauses, rules and procedures contained in the Tamil Nadu Societies Registration Act, 1975, as amended from time to time shall be applicable to the Chapter. AGM shall be the authority for all matters pertaining to the Chapter, not specifically covered by these bylaws.
The organization and conduct of the Chapter shall be governed in all cases by the bylaws and amendments thereto and any special rules that the Chapter may adopt further be governed in matters applicable by The Indian Societies Act.
As required by the provisions of the Tamil Nadu Societies Registration Act, 1975 and the Income Tax Act 1961 and the rules hereunder, the list of Chapter Board members with addresses and occupation etc. along with a copy of the audited Annual Accounts shall be forwarded to the Registrar of Societies, after every Annual General Meeting, as required by the Acts.

Article XII Indemnification

The Chapter shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request or by its election as a director or officer of another corporation, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or a director or officer of the corporation or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in performance of duty and to such matters as shall be settled by agreement predicated on existence of such liability.

The indemnification provided hereby shall not be deemed exclusive of any other rights to which anyone seeking indemnification may be entitled under any bylaw, agreement, vote of members, or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Article XIII Mediation

For resolving any dispute raised by members of the Chapter against the Chapter, the Chapter shall constitute a Mediating Council consisting of members of the Chapter (not involved in the dispute) and persevere to amicably resolve the dispute.

Adopted in the AGM dated Sep 2, 2022

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