The Chapter Bylaws provide the rules by which the Chapter and its Board of Directors operates.  This edition of the bylaws was voted on and approved at the 2022 Annual Meeting of the Chapter Membership held on June 15, 2022.

Article I. Name

ISACA Greater Washington, D.C. Chapter, hereinafter referred to as “Chapter”, is a Chapter affiliated with the Information Systems Audit and Control Association, Inc. (ISACA®), hereinafter referred to as the “Association”.  Although the Chapter is affiliated with the Association and is subject to the Chapter Affiliation Agreement and other directives of the Association Board of Directors, the Chapter is a legally independent entity from the Association as well as any other association, enterprise, or entity, and is responsible for its own legal and administrative affairs, including compliance with all applicable laws and regulations.

Article II. Purpose

The primary purpose of the Chapter is to promote the education of individuals for the improvement and provide networking opportunities for the improvement and development of their capabilities relating to the auditing of, management consulting in, or direct management of the fields of Information Technology (IT) Governance, Information Systems (IS) Audit, Cybersecurity, Risk Management, Privacy, Control and Assurance.

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 IT governance, IS audit, cybersecurity, privacy, control, and assurance;
• To encourage an open exchange of IT governance, IS audit, cybersecurity, control, and assurance techniques, approaches, and problem solving by its members;
• To promote adequate communication to keep members abreast of current events in IT governance, IS audit, cybersecurity, privacy, control and assurance that can be of benefit to them and their employers;
• To communicate to management, auditors, universities, and IS professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources; and
• To support the Association’s professional certifications and certificates.

Article III. Membership and Dues

Section 1. Membership Types and Qualifications

Membership in the Association is a requirement for membership in the Chapter. Membership types in the chapter will mirror membership types in the Association. Any member of the Association shall be eligible for membership in the Chapter with the same membership type, subject to rules established by the Association Board. Only the Association Board of Directors has the right to add or remove membership types in the Association. Membership types in the Chapter are:

1. Professional Member – Any individual with a professional membership in the Association. Professional members of the Chapter shall be entitled to vote and to hold office at the Chapter level.
2. Retired Member – Any member of the Association, who presents proof of retirement status, subject to rules established by the Association Board. Retired members shall be entitled to vote and to hold office at the Chapter level.
3. Student Member – Any member of the Association who is a full-time student currently enrolled in a degree program of an accredited college or university, subject to the rules established by the Association Board. Student members shall be entitled to vote and hold office at the Chapter level.
4. Recent Graduate Member – Any member of the Association who graduated within the last two years from a recognized college or university, subject to rules established by the Association Board. Recent Graduate members shall be entitled to vote and hold office at the Chapter level.

Section 2. Admissions

1. 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 Chapter and Association dues to the Association.
   4. Follow the Code of Professional Ethics of the Association.
2. Membership in the Chapter shall be conferred upon an individual when the Association has accepted the membership application and received the required Association and chapter dues, for that individual.

Section 3. Dues

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

Section 4. Termination

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

Article IV. Chapter Meetings

Section 1. Educational Sessions

Educational sessions of the Chapter membership shall be held monthly unless otherwise determined by the Chapter Board.

Section 2. Annual General Meeting (AGM)

The AGM, also referred to as the Annual Conference, shall be held in May/June and shall be for the purpose of installing elected officers, receiving reports of officers and committees and for any other business that may arise. The date and location of the AGM shall be determined by the Chapter Board. The AGM 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 Chapter Board.

Section 3. Special Meetings

Special meetings may be called by the President, the Chapter Board or upon written request by 45 of the members. The purpose of the meeting shall be stated in the call.

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 Chapter Board.

Section 5. In-person or Electronic Voting (NOT elections)

1. Any action that may be taken at any meeting of members may be taken without a meeting, if the Chapter delivers a ballot to every member entitled to vote on the matter.
2. The method of delivering the ballot may be by hand delivery, postal mail, email or via secured and validated electronic/internet-based tools.
3. A ballot must:
   1. Set forth each proposed action; and
   2. Provide an opportunity to vote for or against each proposed action.
4. Approval by ballot pursuant to this section will be valid only when the number of votes cast by ballot equals or exceeds the required quorum, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter.
5. All solicitations for votes by written ballot must:
   1. Be preapproved by the Chapter Board or the membership at a Chapter meeting;
   2. Indicate the number of responses needed to meet the quorum requirements;
   3. State the percentage of approvals necessary to approve each matter;
   4. Specify a reasonable time by which a ballot must be received by the Chapter in order to be counted; and
   5. Be considered a special meeting for the purposes of these bylaws.

Section 6. Quorum for Chapter Meetings

The quorum for any annual general or special meeting, in-person or electronically, shall be 45 members. In absence of quorum, the meeting will be adjourned, and reconvened in one week unless otherwise determined by the chapter board. The new date and time will be communicated to members.

Section 7. Act of the Membership

As long as a quorum is present, unless greater than a majority vote is otherwise required by the Virginia Nonstock Corporation Act (the “Act”) or these Bylaws, the affirmative vote of the majority of the members present and voting at any Chapter meeting shall constitute an act of the membership.

Section 8. Notification

Members shall be notified 30 days in advance of the AGM. Members shall be notified at least 10 days in advance of any special meetings. Notification may be by postal mail, email or telephone.

Article V. Chapter Officers

Section 1. Chapter Officers

The Officers of the Chapter shall be between fourteen and sixteen in number, constituting: President, Vice President, Secretary, Treasurer, Immediate Past President, and a minimum of nine (9) and a maximum of eleven (11) Directors as determined by the Board.

Section 2. Term of Chapter Office

1. The President, Vice President, Secretary, and Treasurer 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. The term of office shall begin at the close of the AGM at which they are installed. Directors shall be appointed by the President and approved by the Board and shall serve the same term as other Chapter Officers.
2. No member shall hold more than one Chapter office at a time, and no member shall be eligible to serve more than two consecutive terms as President, Vice President, Secretary, Treasurer, Immediate Past President.
3. No member shall hold more than one committee director at a time, and no member shall be eligible to serve more than two consecutive terms as committee director. An exception to the two consecutive term limit can be made by following the chapter vacancy process. Elected officers shall put an effort to look for the committee director before executing an exception via posting position/s in newsletter or chapter website.

Section 3. Duties of Chapter Officers

The Chapter Officers shall perform the duties prescribed by these bylaws, the parliamentary authority adopted by the Chapter, and the roles and responsibilities within the Chapter roles and responsibilities document.

The Chapter President shall:

• Preside at meetings of the Chapter and the Chapter Board
• Ensure all Chapter Board members have reviewed the Chapter Affiliation Agreement,
• Appoint all special committee chairpersons and members; and all Standing Committee members. Such appointments shall be approved by the Board of Directors with majority vote
• Be an ex-officio member of all committees except the Nominating Committee,
• 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 communications with the Association and respond to Association inquiries,
• Complete/submit the required annual Compliance documentation to the Association within 30 days after the Chapter’s AGM,
• 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 they pertain to the office of President and described in the roles and responsibilities of the chapter, or which may be delegated by the Chapter Board.

The Chapter Vice President shall:

• Preside at meetings of the Chapter and the Chapter Board, in the absence of the President,
• Perform the duties of the President in the event of his/her absence or disability, 
• In the event of a vacancy in the office of President, assume the office of President, and
• Perform other duties as they pertain to this office and described within the Chapter website.

The Chapter Secretary shall:

• Take minutes of the meetings of the Chapter Board, membership meetings, and AGM, and maintain a copy of the records,
• Maintain accurate attendance records,
• Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter,
• Assist the President in the administration of Chapter meetings, and
• Perform other duties as they pertain to this office and described within the Chapter website.

The Chapter 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,
• If received locally, remit dues to the Association as required,
• 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 credit account held at the Association,
• Submit annual financial statements for presentation to the membership at the AGM,
• Submit books and records for audit when required,
• File any and all tax forms required, and
• Perform other duties as they pertain to this office and described within the Chapter website.

The Chapter Immediate Past President shall:

• Provide advice and guidance to the new President and Chapter Board, and
• Perform other duties as they pertain to this office and described within the Chapter website.

The Standing Committee Directors shall:

• Draft an annual budget in support of committee initiatives. This budget will be submitted to the Treasurer based on the announced deadlines.
• Ensure committee objectives are provided to the Chapter Board and posted within the Chapter website. Changes to the objectives should be discussed with the Chapter Board and approved by the Chapter Board with majority vote.
• Ensure that required tasks and initiatives are adequately staffed and appropriate deadlines are met. Additionally, provide cross-training as necessary to ensure seamless transitions.
• Provide, at a minimum, a monthly status report to the Chapter Board. Any challenges requiring urgent attention should be immediately disclosed to the Chapter Board.
• All documentation relating to a committee should be posted within a centralized location as determined by the Chapter Board.
• Perform other duties as they pertain to this office and described within the Chapter website.

Section 4. Chapter Officer Vacancies

1. If the membership of a Chapter officer terminates for any reason, that individual’s position as Chapter officer shall automatically become vacant.
2. If a vacancy occurs in the office of President, the vacancy shall be filled by the Vice President.
3. If a vacancy occurs in any office, except that of Immediate Past President or President, the vacancy shall be filled by Chapter Board vote.
4. If a vacancy occurs in the office of Immediate Past President, the position shall remain vacant until filled by routine succession. A previous past president would not fill this role.

Article VI. Nominations and Elections

Section 1. Chapter Nominations

1. A Nominating Committee shall be elected by the Chapter Board no later than the March meeting. The Nominating Committee shall include an odd number of members and shall include the immediate past president.
2. The Nominating Committee shall solicit candidates for office from the Chapter membership and shall nominate candidates for offices to be filled at the AGM. An announcement for nominations shall be made before the election in accordance with procedures established by the Chapter Board. Chapter members will be notified that nominations are being accepted via the website and/or through other Chapter communications. Ideally all candidates for elected office shall have previously served on the Chapter Board, but all members are eligible for nomination.
3. Nominations shall be permitted from current members of the Chapter.
4. Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form. These documents should be retained electronically in a location that is determined and accessible by all members of the Chapter board.
5. The Nominating Committee shall submit the list of suitable Chapter officer candidates to the Chapter Board no later than the April Chapter Board meeting.
6. The Chapter officer candidate qualification and/or background information will be provided to the membership no later than 45 days prior to the AGM.

Section 2. Chapter Elections

1. The Chapter Officers shall be elected by electronic ballot at least thirty (30) days before the chapter AGM, following the rules established by the Board of Directors.
2. Elections shall be held electronically using a secure online voting tool or an independent agency assigned by the board of directors and following election rules, as determined by local laws and the Chapter Board of Directors. No current chapter officer or director should have access to the voting information while voting is conducted; only the nominating committee can access the results after completion of voting.
3. Elected Officers will be installed at the Chapter AGM held at the end of the Chapter Year (see Article IV, Section 2).

Article VII. Chapter Board

Section 1. Composition of the Chapter Board

The Chapter Board shall consist of the officers listed in Article V, Section 1.

Section 2. Duties

The Chapter Board shall:

1. Supervise the affairs and conduct the business of the Chapter
2. Make recommendations to the membership
3. Have regular Chapter Board meetings monthly 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 4 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.
4. 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. A conference meeting must be arranged at least 48 hours in advance of the call and must include the purpose of the meeting. 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 in-person meeting.
5. Perform the duties prescribed in these bylaws, parliamentary authority adopted by the Chapter, and specific roles and responsibilities noted within the Chapter website, as determined by these bylaws and the Chapter Board and in compliance with local law.

Section 3. Financial Authority

The Chapter Board shall have the authority to:

1. Approve the annual budget.
2. Expend funds allotted in the approved budget.

Section 4. Fiscal Year & Annual Financial Statements

1. The fiscal year of the Chapter shall run from July 1 to June 30 unless otherwise established by the Chapter Board.
2. The Chapter Board shall ensure that annual financial statements are prepared and verified or audited as required by local law and these chapter bylaws, by an individual who is NOT a member of the chapter. The verification or audit will be approved by the Chapter Board, presented to members at the AGM, and submitted annually to the Association as part of compliance reporting.

Section 5. 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 6. Quorum

The quorum for any regular or special meeting of the Chapter Board shall be a majority of the voting members of the Chapter Board.

Section 7. Removal

1. Any Chapter Board member who fails to attend three Chapter Board meetings within a year and/or three committee meetings (without cause) within a 12-month period may be brought before the Chapter Board of Directors and may be removed from office by a majority vote of the Chapter Board.
2. Any Chapter Board member may be removed, with cause, at any meeting of the Chapter Board of Directors, by a majority vote of the members of the Chapter Board. Any Officer or director being considered for removal from the Chapter Board shall have the right to be heard by the Chapter Board before an official vote is taken but not allowed to participate in vote.

Section 8. Expenses

Chapter Board and committee members may receive reimbursement for expenses as determined by the Chapter Board. Such reimbursement should be for legitimate Chapter expenses as outlined in the Chapter expense policy. Directors shall not be paid any compensation for their services and should not participate in their own committee initiatives that provide for compensation.

Article VIII. Chapter Committees

All volunteers with the Chapter Board or any of the committees will comply with ISACA’s Volunteers Policies and Participation Agreement.

Section 1. Standing Committees

Standing Committees shall be established by the Chapter Board to accomplish the Chapter initiatives as noted in Article II. The Chapter Board will be responsible for ensuring that Committees mandated by International are established, but may establish/maintain/remove Committees in support of Chapter specific initiatives throughout the chapter year. The current Committees, along with the Committee objectives, will be identified within the Chapter website.

Section 2. Special Committees

Other committees may be created as necessary by the Chapter Board.

Section 3. Meetings

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

Article IX. Indemnification

The Chapter shall indemnify, hold harmless, and defend ISACA and its parent, officers, directors, shareholders, employees, agents, affiliates, successors and permitted assigns (“ISACA Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, lawsuits, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees, and the costs of enforcing any right to indemnification under the Chapter Affiliation Agreement and the cost of pursuing any insurance providers, incurred by the ISACA Indemnified Parties, arising out of or relating to any claim of a third party (“Claim”).

Article X. Dissolution

If dissolution of the Chapter becomes inevitable, 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 be distributed to other selected ISACA chapters, or to a welfare, education, or civic project designated by the Chapter membership, pursuant to Section 501 (c) 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 Roberts 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

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

Chapter bylaw amendments can be approved at any Chapter meeting by a two-thirds (2/3) vote of the Chapter Members present and voting, provided the amendment has been submitted in writing at the previous 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. The Chapter Board should advise the Chapter Relations team at the Association after the bylaw amendments have been approved by the membership and send a copy of the final, approved version of the bylaws. If the bylaws were approved in a language other than English, an English translation of the same should be provided. If translation expenses are prohibitive, the Chapter can request the Association have the Chapter bylaws translated. Such request is subject to review and final approval by the Association.

The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. The Chapter must ensure the compliance of the bylaws with the Association’s bylaws and any applicable country or state of Virginia requirements.

Article XIII. Non-stock Corporation

The Chapter is a nonstock corporation under Virginia law; therefore, the Chapter shall not issue shares of stock. No dividends shall be paid and no part of the income or earnings of the Chapter shall be distributed to the directors or officers. This provision shall prohibit the Chapter from paying compensation to its officers for services rendered, including pensions conferring benefits upon its officers in conformity with its purpose.