BY-LAW: Information Systems Audit and Control Association New Delhi Chapter

---

Article I.
A. Name of the Society:

The name of this non-union, non-profit organization shall be Information Systems Audit and Control Association – New Delhi Chapter, hereinafter referred to as “Chapter”, a Chapter affiliated with the Information Systems Audit and Control Association (ISACA) USA, hereinafter referred to as the “Association”. The Chapter, apart from its innate affiliation with the international Association, is an independent entity from any other association, enterprise, or entity.

B. Registered Office:
The present Registered Office of the chapter is as below:

A-1003, NSPCApts., Plot No.5, Sector-2, New Delhi 110 075 India  
Article II.  

Purpose
Chapter’s Purpose
The primary purpose of the Chapter is to promote the education of individuals for the improvement and development of their capabilities relating to the auditing of, management consulting in, or direct management of the fields of IT Governance, IS audit, security, 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, security, control and assurance;
• To encourage an open exchange of IT governance, IS audit, security, 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, security, control and assurance that can be of benefit to them and their employers;
• To communicate to management, auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources; and
• To promote the Association’s professional certifications and IT governance.

Article III.
Membership, Other Conditions, Dues and Privileges
Section 1. Classifications and Qualifications Membership in the Association is a requirement for membership in a Chapter. Therefore, upon joining the Chapter, a person must also join the Association, with accompanying rights and responsibilities.
A. 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 the Association, subject to rules established by the Association Board. Members shall be entitled to vote and to 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 shall be entitled to 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 Association Board. Proof of enrollment shall be submitted annually. Student members shall be entitled to vote and shall not be entitled to hold office at the Chapter level.
Section 2. Admission Section 2. Admission

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.
4. Follow the Code of Professional Ethics of the Association.
5. Comply with any other requirement, conditions, rule or regulation laid down or stipulated by the Chapter or the Association.
6. Membership in the Association shall be conferred upon an individual when the Association has received the required Association dues for that individual and has also complied with all other requirements, conditions, rules or regulations as laid down or stipulated by the Association.

Section 3. Dues A. Chapter dues shall be payable on or before 1 January of each year, as determined by the Chapter Board plus Association dues.
B. A member whose dues are in arrears for more than 60 days shall cease to be a member.
C. A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required.
D. Resignation — any member who resigns shall not be entitled to a refund of his/her annual membership dues.


Section 4. Other Privileges of Members

Members may also be entitled to inspect the records of the Chapter provided such records are available in the Office of the Chapter and the member has disclosed genuine and bonafide reasons for such inspection in a formal application made by member, which shall only be with the prior approval of the Board and however shall not be entitled to copies of such records. The Member seeking inspection shall also have to comply with all such requirements, rules or regulations including payment of requisite fees as laid down or stipulated by the Chapter.

Article IV
Chapter Committees?
Section 1.
Program Committee
There shall be a Program Committee, which will be chaired by the Vice President, with the objective of developing and implementing the Chapter training and development events for the year.
Section 2.

There shall be the following standing committees:
1. Membership
2. Education
3. Certification
4. Publications
5. Long Range Planning
6. Executive
7. Member Relations
8. Bylaws
9. Any other committee which the Chapter may find necessary to constitute for the effective management and functioning of the Chapter.

Section3.
Duties of 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, except exam review courses
C. The Certification Committee shall assist the Chapter certification coordinator(s) in promoting ISACA certification examinations and professional designations locally, and shall provide assistance in planning and conducting chapter’s exam review courses.
D. The Publications Committee shall organize the publication and distribution of the Chapter News Letter and related Publications.
E. The Long Range Planning Committee shall review the affairs of the Chapter and make recommendations to the Chapter Board and the chapter members concerning ways and means by which the Chapter’s purpose given in Article II can be met. The committee shall consist of a chairperson appointed by the president plus at least four additional members approved by the Chapter Board. The term of office shall be one year. It shall be the duty of this committee to develop a strategic plan, to regularly review the adopted plan, and to prepare and submit plan amendments to the Chapter Board for adoption.
F. The Executive Committee shall assist the Chapter Board on matters referred to the Committee by the Chapter Board.
G. Member Relations Committee shall review the complaints/suggestions of the members and shall forward its recommendations to the Chapter Board.
H. The Bylaws Committee shall be appointed by the President and approved by the Chapter Board. The Committee shall report to the Chapter Board and shall maintain the bylaws. The bylaws committee shall expedite the process of changing the bylaws in accordance with Article XVII of the bylaws, assure that all proposed changes conform to any local laws, examine the consistency of the proposed changes with other provisions of the bylaws and with those of the Association, and suggest wording for proposed changes.

Article V
Governing Body
Section 1.
Composition of the Chapter Board:
Board of Directors of the Chapter shall consist of immediate Past President and other officers (listed in Article VII) who are initially elected as directors, and nine other Directors, totaling 15 excluding special invitee as described below.
The Nominations Committee, as described in section XIV shall recommend the candidates for their appointment as Directors to the Members at the Annual General Meeting. The Members at the Annual General Meeting shall approve the appointment of the Directors.
Directors shall be elected 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 at the close of the annual meeting at which they are elected.
Existing Directors are eligible for submitting their candidature to the Nomination Committee for re-election as Director, in subsequent AGM.
The Chapter Board, on recommendation of the president, shall have the power to nominate additional members into the Chapter Board on a case to case basis under the special invitees category. The total number of such special invitees at any time shall not exceed 5 subject to overall ceiling of Board strength of 17 (including special invitees). Such special invitee members shall have all such powers as are enjoyed by the elected Board Members except voting rights on financial matters. All past presidents shall be permanent invitees to the Board and will not be counted for the overall limit of 17 mentioned above. However, the newly constituted Board shall take no objection from them to receive notices of Board meetings at the beginning of the term of the new Board.

Section 2.
Duties:
The Board of Directors shall:
A. Supervise the affairs, manage and conduct the business of the Chapter and as such discharge functions assigned to it.
B. Make suitable recommendations for the enjoyment of membership.
C. Be subject to the resolutions passed at the AGM.
D. Meet at a time and place determined by the Chapter Board.
E. Perform the duties prescribed in these bylaws and as laid out under laws of India as applicable to the Chapter.

Section 3
Authority:
The Chapter Board shall be entitled to exercise all such powers, and to do all such acts and things, as the Chapter is authorized to exercise and do under these bylaws and in consonance with its objectives.
Provided that the Chapter Board shall not exercise any power or do any act or thing which is to be exercised or done by the Chapter Board in a general meeting, and shall in particular have the authority to:
A. Approve the Annual Budget and accordingly expend and allocate funds to carry out the chapter activities. The Chapter Board, for a smooth operation, shall delegate to the President powers to incur day-to-day expenditures, within the approved Budget estimates, in a most economical manner.
B. Authorize non-budgeted expenditure not exceeding Rs.1,00,000.00 (Rs. One Lakh ) only, without prior approval of the of the Chapter Board during a financial year.
C. Acquire, use or dispose properties, moveable or immoveable, belonging to the Chapter, as the Board may deem fit and proper and in the interest of the Chapter.

Article VI
Chapter Meetings
Section1.
Regular Meetings:
The regular meetings of the Chapter Board shall be held every month preferably on the Second Saturday of each month. A Director/member of the Chapter Board, in case unable to attend the Chapter Board Meeting consecutively for three times, shall be disqualified for that term from continuing as the Director/member of the ISACA New Delhi Chapter Board, although the Chapter Board may permit such absence under exceptional circumstances.

Section 2.
Annual General Meeting:
The regular meeting of the Chapter’s members, held once in a year, shall be known as the Annual General Meeting (AGM).
The AGM shall be for the purpose of :

• discussion on Directors Report along with adoption of the audited Annual Accounts for the previous year
• election to the Directors’ post,
• appointment of Auditors, and
• any other business that may arise, pertaining to the Chapter.

Section 3.
Special Meetings:
Special Meetings of the members may be called by the President or by the Chapter Board, based on the expediency to call such meeting, or upon written request of at least twenty members or such number of members representing ten percent of the membership calculated to the nearest percentile whichever is less, to the President or the Chapter Board. The purpose of the meeting shall be stated in the Notice. The members shall serve at least forty-five days advance clear notice to the President or the Chapter Board. The Chapter Board shall call and hold the meeting within three weeks of the expiry of the Notice Period. The Board, however, shall be empowered to call Special Meetings in case of matters of urgent nature, which the Board deems it expedient to resolve forthwith and in the interest of the Chapter, even without the notice from the said twenty or more members.

Section 4.
Quorum:
A. Twenty members or number of members representing ten percent of the membership calculated to the nearest percentile, whichever is less, shall constitute a quorum at any regular or special meeting of members.
In absence of requisite quorum, the meeting will be adjourned, and reconvened within eight weeks. The fresh date, time and place of the adjourned meeting will be communicated to members within ten days.
B. One-third of the Chapter Board shall constitute a quorum at any regular meeting of the chapter board.
Section 5.
Act of the Membership
The affirmative vote of the majority of the members at any chapter meeting shall constitute an act of the membership. Section 6.
Notification

• Members shall be notified 21 Days in advance of the annual general meeting.
• Members shall be notified at least 10 days in advance of any Special Meeting of members except in case of emergency.
• Notification may be by postal mail, courier, or by email as registered with ISACA HQ.

Article VII.
Chapter Officers
Section 1.
Numbers of Chapter Officers and Appointment
The Officers of the Chapter shall be 6 (six) in number, constituting: President, Vice President, Secretary, Joint Secretary, Treasurer and immediate Past President. The officers, except the immediate Past President, shall be elected by the newly elected Board among its Board members, in its 1st meeting to be held immediately after the AGM in which the new Board was formed. The Immediate Past President shall act as chairman of the 1st Board Meeting.
Section 2.
Term of Chapter Officers
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.
B. No member shall hold more than one office at a time unless authorized by the Chapter Board and no member shall be eligible to serve more than two consecutive terms in the same office.
C. The Chapter Officers shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter.

Section 3.
Duties of Chapter Officers
President
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 Conferences and other conferences and functions, where appropriate or appoint another Chapter Board member as representative
• Present an annual report to members at the annual general meeting - such report to consist of reports from various Chapter officers and committees,
• Supervise budgetary matters and proper internal control of finances, and
• Maintain communications with the Association and respond to Association enquiries,
• Be responsible for submission of the required annual Chapter reports to the International Association within 30 days after the Annual General Meeting.
• Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board.

Vice President
The Chapter Vice President shall:

• Be an active aid to the President.
• Perform the duties of the President in the event of his/her absence or disability.
• Chair the committees as directed by the Chapter Board.
• Perform other duties as pertain to this office.

Secretary
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.
• Assist the President in the administration of Chapter membership meetings, and
• Perform other duties as pertain to this office.

Joint Secretary
The Joint Secretary shall:

• Be an active aid to the Secretary.
• Perform the duties of the Secretary in the event of his/her absence or disability.

Treasurer
The Chapter Treasurer shall:

• Be custodian of Chapter funds.
• Receive all money and disburse funds only upon the sanction of the Chapter Board
• Remit dues to the International as required.
• Submit a written report at each regular meeting.
• Submit books and records for audit when required
• In concert with the President, authorize expenditures from, or transfers of funds from/to, the Chapter US dollar credit account held at the Association
• Submit annual financial statements for presentation to the membership at the annual general meeting, and for inclusion in the Chapter Annual Report,
• File any and all tax forms required.
• Perform other duties as pertain to this office.

Immediate Past President
The Immediate Past President of the Chapter shall:

• Serve in an advisory capacity.
• Perform other duties as pertain to this office.

Article VIII.
Financial Year
The financial year of the Chapter shall begin from 1st April of every year and end on 31st March of the succeeding year.

Article IX.
Source of Income and Utilization
Chapter dues, subscriptions, donations, grants-in-aid and gifts from the members and the general public shall be the source of income of the Chapter. All the income of the Chapter shall be utilized keeping in view the interests of the Chapter and for achieving the aims and objectives of the Chapter.

Article X.
Bank Account Operation
The Bank Account of the Chapter shall be operated by at least two signatories. The first signatory shall be the President and the second signatory shall be such officer of the Chapter Board as may be authorized by the Chapter Board. In case the President is not present then the Account shall be operated by at least three signatories one of which will be Secretary.

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

Article XII.
Audit
An independent Chartered Accountant Firm of at least 2 yrs. standing shall be appointed as the auditor of the Chapter at every Annual General Meeting and shall hold the office until the conclusion of the next Annual General Meeting. The Auditor shall present the audit report at the Annual General Meeting. A copy of the Audit report shall be forwarded to the International Association after it has been adopted at the Annual General Meeting.

Article XIII.
Filling up casual vacancies
A.If a vacancy should occur in any office, except that of immediate Past President, the vacancy shall be filled by the Chapter Board.
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 International Association shall for any reason terminate, that individual’s position as Chapter officer shall automatically become vacant.

Article XIV.
Nominations and Elections
Nominations
A Nominating Committee of three member shall be elected in the following manner:
A. The immediate Past President shall be the Chairman of the Nominating committee. The other members of the Nominating Committee shall be elected by the members at their Annual General Meeting, to act in the next Annual General Meeting. The chapter shall keep two additional Nomination Committee members on a panel to serve in case any of the Nomination Committee members are not available for the next AGM.
B. The Nominating Committee shall have members of good standing and those who have consented to serve.
C. The Nominating Committee shall solicit candidates for Director position in the chapter Board from the Chapter membership and shall nominate candidates for Director post to be filled at the Annual General Meeting.
D. The Notice of AGM would be issued 21 days prior to Annual General Meeting with, inter alia, clear indication of the following:

1. Nominations for director positions would be sought from the chapter members in the same notice issued by the secretary of the chapter 21 days prior to Annual General Meeting & Nominations would be directly received by the Nomination Committee from the chapter members.
2. Closure date of receipt of Nominations by Nomination Committee from the chapter members for the position of Directors to the Board, would be 10 days before the Annual General Meeting.
3. Two days time would be given for withdrawal of Nominations (in case candidate desires to withdraw from contest), i.e., Closure date of Withdrawal of Nominations would be eight days before the Annual General Meeting.
4. Display of final list of candidates for the position of directors in website as well as thru email to all the members would be Seven days before the date of Annual General Meeting (by giving one day time for finalization of Nominations by Nomination Committee).

The Secretary of the chapter shall be responsible to coordinate and assist Nomination Committee in keeping logistic and other assistance. Any minor deviation to timing of notice etc. in this regard may be relaxed in AGM, on genuine grounds.

Elections
Section. 1.
Election to the Board:
The Board of Directors of the Chapter will be elected by Ballot at the Annual General Meeting.
Section 2.
Election of Officers:
A. Officers shall be elected by ballot by the newly elected Board in its 1st meeting to be held immediately after the AGM in which the new Board was formed. The Immediate Past President shall act as chairman of the 1st Board Meeting.
B. In the event there is only one candidate, for any office, voting on that office may be by voice.

Article XV.
Annual List of Managing/Governing Body
Once in every year a list of the Office-Bearers and Members of the Governing Body of the Society shall be filed with the Registrar of Societies, Delhi as required under section 4 of the Societies Registration Act 1860.

Article XVI.
Legal Proceedings (Section 6 of the Act)
The Society may sue or be sued in the name of the President/Secretary as per provision laid down under section 6 of the Societies Registration Act 1860, as applicable to the Union Territory of Delhi.

Article XVII.
Amendment
These bylaws may be amended by a mandatory recommendation by the Board provided the Board has a 2/3 rd majority in favor of such recommendation. The Notice to the Board for such amendment shall be in writing and with prior and clear advance notice of ten days. The recommended bylaws by the Board shall be placed before the Association for approval by the Association. After the requisite approval by the Association, the proposed amendments to the bylaws shall be placed before a Special General/regular Annual General Meeting for making the bylaws effective. The proposed amendments shall be mailed or emailed to the entire Chapter membership at least ten (10) days prior to the meeting at which they will be considered.
The amendment with regard to the purpose and object of the chapter will however be governed by the Society Registration Act 1860 as amended from time to time.

Article XVIII
Dissolution and Adjustment Affairs (Sect 13 & 14 of Act)
If the chapter needs to be dissolved it shall be dissolved as per provision laid down under section 13 and 14 of the Societies Registration Act 1860, as applicable to the Union Territory of Delhi. To effect dissolution of the Chapter, these bylaws must be rescinded by 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 International Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter or International Association documents to the International office. All net assets shall go to a welfare, education or civic project designated by the Chapter membership, with the approval of the Association’s International President and Chief Executive Officer.

Article XIX.
Parliamentary Authority
The provisions contained in the Societies Registration Act, 1860 and other applicable laws to the Chapter shall govern the Chapter.

Article XX.
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.

Article XXI
Application of the Act
All the provisions under all the sections of the Societies Registration Act, 1860, as applicable to the Union Territory of Delhi shall apply to the Chapter.
Article XXII.
Essential Certificate
“Certified that this is the correct copy of Rules and Regulations of the Chapter”.