ISACA Greater Houston Chapter Bylaws Revision Review Details

ISACA Greater Houston Chapter Greater Houston Chapter Bylaws Revision Review 18 April 2024

Bylaw Sections Article 1 Name of Chapter Article 2 Purpose of the Chapter Article 3 Membership and Dues Article 4 Chapter Meetings Article 5 Chapter Officers & Duties Article 6 Nominations and Elections Article 7 Chapter Board Structure, Authority & Role Article 8 Chapter Committees Article 9 Indemnification of ISACA Parties Article 10 Dissolution of the Chapter Article 11 Parliamentary Authority Article 12 Amendment of Chapter Bylaws Greater Houston Chapter

Highlights Article 1 Chapter Name Greater Houston Chapter of ISACA Article 2 Purpose of the Chapter promote the education of individuals for the improvement and development of their capabilities Article 3 Membership and Dues those interrelated in the fields of auditing, quality assurance, security, IS audit and control, and IT governance Added: Only the Association has the right to add or remove membership types Added: Recent Graduate type: graduated within the last two years Added: Potential members must follow the Code of Professional Ethics of the Association Change: Dues are due annually vs the specific date of 1 January each year. Change: Dues not paid will result in forfeit of membership in compliance with the terms set Added: Resignation Any member who resigns shall not be entitled to a refund of Chapter dues Greater Houston Chapter

Highlights Article 4 Chapter Meetings Change: regular meetings scheduled on a consistent day of each month vs specifically called out as the third Thursday of the month Annual General Meeting in May, President or Board can schedule a Special Meeting, 50 members represent a quorum Article 5 Chapter Officers & Duties Named Officers President, VP, Treasurer, Secretary Change: 4-6 Additional Directors serving as Chapter Officers vs previous limit of 4 Officer Term: 2 years Board members cannot be eligible to serve more than two consecutive terms in the same Chapter Officer role. Vacancies to be appointed by the Chapter Board Change: VP to chair nominating committee Change: The Treasurer will take leadership in the formation of the annual budget Change: The Treasurer will ensure a financial reserve is maintained and plans or commitments will not exceed the Chapter s reserve Change: Officers appointed by the Chapter Board will have full voting authority Greater Houston Chapter

Highlights Article 6 Nominations and Elections Nominating Committee to report nominations in the April meeting Nominated members must complete a Willingness to Serve Agreement Elections in May Change: Elections will be based on majority vs plurality Article 7 Chapter Board Structure, Authority & Role Meet monthly Perform duties outlined in the Bylaws Make recommendations to the membership Change: Removal of Board Officer moved from Article 5 to Article 7 Article 8 Chapter Committees Audit, Bylaws, Long-Range Planning Membership/Scholarship, Communications/ Sponsorship, Certification, Program/Event Others at the direction of the President and approved by the Board (e.g., She Leads Tech) Committees should meet no less than quarterly. NEW Article 9 Indemnification of ISACA Parties The Chapter shall indemnify those associated with Chapter activities Greater Houston Chapter

Highlights NEW Article 9 Indemnification of ISACA Parties The Chapter shall indemnify those associated with Chapter activities Article 10 Dissolution of the Chapter 2/3 vote 10-day notice requirement Article 11 Parliamentary Authority Robert s Rules of Order shall govern in those cases not inconsistent with the bylaws and special rules adopted by the Chapter Article 12 Amendment of Chapter Bylaws The Chapter should advise the Association after the membership has voted and provide a copy of the final approved version. Review ideally every year the bylaws to ensure alignment of bylaws and practices. Can be amended at any Chapter meeting by a two-thirds vote Members must be provided a copy of the bylaws for approval 10 days in advance of the meeting for \ a bylaw amendment vote Greater Houston Chapter