Information Systems Audit and Control Association ®
Hong Kong Chapter Bylaws

Effective: 1 March 1999
Revised:

Article I. Name

The name of this non-union, non-profit organisation shall be the Information Systems Audit and Control Association (Hong Kong Chapter) Limited (hereinafter referred to as the “Chapter”), a Chapter affiliated with the Information Systems Audit and Control Association (hereinafter referred to as the “Association”).

Article II. 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 and/or management consulting in the field of information systems audit and control. 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 auditing, quality assurance, security, and information systems audit and control;
• To encourage a free exchange of information systems audit and control, quality assurance, and security techniques, approaches and problem solving by its members;
• To promote adequate communication to keep members abreast of current events in information systems audit and control, quality assurance, and security fields that can be of benefit to them and their employers, and
• To communicate to management, auditors, universities and to information systems professionals the importance of establishing controls necessary to ensure the effective organisation and utilisation of information technology resources.

Article III. Membership and Dues

Section 1. Classifications and Qualifications

1. Ordinary 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 according to the rules established by the Association Board. Membership in the Chapter and the Association is co-extensive. Therefore, upon joining the Chapter, a person shall also join the Association, with accompanying rights and responsibilities. Ordinary members in good standing shall be entitled to vote and hold office.
2. Student Member - any person who is either a full-time student currently enrolled in a degree programme of an accredited college/university subject to the rules established by the Association Board. Proof of enrolment shall be submitted annually. Student members are not entitled to vote or 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 dues to the Association.
2. Membership in the Association shall be conferred upon an individual when the Association has received the required Association dues for that individual.

Section 3. Dues

1. Annual Chapter and Association dues shall be payable on or before 1 January of each year. Chapter dues will be determined by the Chapter Board whilst the Association dues will be determined by the Association.
2. A member whose dues are in arrears for more than 60 days shall no longer be deemed a Chapter member in good standing.
3. A member shall forfeit Association membership if dues have not been paid to the Association as required.

Article IV. Chapter Meetings

1. The regular meetings of the Chapter shall be held at least quarterly, unless otherwise ordered by the Chapter Board.

Article V. Chapter Officers

Section 1. Chapter Officers

1. The Officers of the Chapter shall be President, Vice President, Secretary and Treasurer.

Section 2. Term of Chapter Office

1. The Officers shall be elected annually for a term of one (1) year or until their successors are elected and assume office or until they resign or are removed from office (by a majority vote of all the Directors in office at a specially convened Board Meeting). The term of office shall begin on 1 January of the relevant year and continue through 31 December of the same year.
2. No member shall hold more than two (2) Chapter offices at a time. There is no limit to the number of consecutive terms a Director may serve in the same Chapter office.

Section 3. Duties of Chapter Officers

The Chapter Officers shall perform the duties as prescribed by the Chapter’s Articles of Association.

Section 4. Chapter Vacancies

1. If a vacancy should occur in any office, the vacancy shall be filled by the Chapter Board.
2. If a Chapter officer’s membership in the Association shall for any reason terminate, that individual’s position as Chapter officer shall automatically become vacant.

Article VI. Chapter Board of Directors

Section 1. Chapter Board of Directors shall consist of the officers and not more than 15 additional Directors.

Section 2. Duties

The Board of Directors shall:

1. Supervise the affairs and conduct the business of the Chapter between business meetings.
2. Make recommendations to the membership.
3. Be subject to the orders of the membership.
4. Meet at least quarterly at a time and place determined by the Chapter Board.
5. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter.

Section 3. Authority

1. The Chapter Board shall have the authority to expend funds to pay the normal costs associated with the running of the Chapter or as approved by a majority of the Chapter Board present at a Board Meeting.

Section 4. Quorum - Two members and two directors present in person shall constitute a quorum.

Section 5. Insurance - The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter. The Board recognised that any insurance cover taken out may not cover all potential liabilities and hence, a disclaimer to that effect should be included in all future Chapter publications. The Board also recognised that the Chapter cannot legally disclaim all liabilities but it should be seen to be doing all it can in this respect

Article VII. Chapter Committees

Section 1. There shall be the following standing committees: membership, education and certification.

Section 2. Duties of standing committees

1. The Membership Committee shall promote interest in the Chapter and in the Association, and conduct an ongoing membership campaign.
2. The Education Committee shall recommend and oversee seminars and programmes of professional education.
3. The Certification Committee shall assist the chapter CISA coordinator in promoting the CISA examination and professional designation locally and shall provide assistance in planning and conducting the Chapter’s CISA review course.

Article VIII. Dissolution

To effect dissolution of the Chapter, 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 Executive Director of the Association, in writing, indicating the reason(s) for dissolution and shall return the Chapter charter and any other Chapter or Association documents to International Headquarters. All net assets shall go to a welfare, education or civic project designated by the Chapter membership, pursuant to Section 501(c)(6) of the US Internal Revenue Code or the appropriate country governing code with the approval of the Association’s International President and Executive Director.

Article IX. Parliamentary Authority

The rules, as per Hong Kong’s parliamentary authority, shall be the authority for all matters of procedure for the Chapter not specifically covered by its bylaws.

Article X. Amendment of Chapter Bylaws

These bylaws may be amended either at any Board Meeting by a 75% vote of all Directors in office during that year, or at a regular meeting by a two-thirds (2/3) vote of the Chapter membership present at that meeting, provided that the amendment has been submitted in writing to all Directors and Chapter membership at least twenty-one (21) days prior to the meeting at which it will be considered.