Bylaws of the ISACA Puget Sound Chapter. Effective: 19 December 2006May 15, Article I. Name

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1 Bylaws of the ISACA Puget Sound Chapter Effective: 19 December 2006May 15, Article I. Name The name of this non-union, non-profit organization shall be theisaca Puget Sound Chapter (, hereinafter referred to as Chapter ),, a Chapterchapter affiliated with the Information Systems Audit and Control Association (ISACA), 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. 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 and/or, management consulting in, or direct management of the fieldfields of IT/IS audit, security andgovernance, risk management, control. and assurance. The objectives of the Chapter are: To promote the education of, and help expand the knowledge and skills of its membersmembers in the interrelated fields of auditing, quality assurance, security, IT/IS audit and control, and IT governance, risk management, control and assurance; To encourage an open exchange of IT/IS audit and governance, risk management, control, qualityand assurance, and security techniques, approaches, and problem solving by its membersmembers; To promote adequate communication to keep membersmembers abreast of current events in IT/IS audit andgovernance, risk management, control, quality and assurance, and security fields 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; PromoteTo promote the Association s professional certifications and IT/IS governance. Article III. Membership and Dues Section 1. Qualifications and 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. The Chapter membership classifications coincide with those of the Association. All members shall be entitled to vote and hold office.members may join the Chapter under the following designations: 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 at the Chapter level. 1 Style Definition... Formatted: Left: 1.06", Right: 1.07", Top: 0.55", Bottom: 0.56", Section start: Continuous, Suppress Endnotes Formatted: Font: 12 pt, Not Bold Formatted: Left, Italic Formatted: Bulleted + Level: 1 + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25" Formatted: Numbered + Level: 1 + Numbering Style: Bullet + Start at: 1 + Alignment: Left + Aligned at: 0" + Indent at: 0.25", Not Bold, Not Italic, Not Bold, Not Italic

2 B. Retired Member Any Member who indicates they are retired, subject to rules established by the Association Board. Retired Members shall be entitled to vote and hold office at the Chapter level. C. Student Member Any full-time student currently enrolled in a degree program of an accredited college or university, subject to rules established by the Association Board. Student Members shall be entitled to vote and hold office at the Chapter level. D. Recent Graduate Member Any individual that has graduated from a recognized college or university within the last two (2) years. Recent Graduate Members shall be entitled to vote and hold office at the Chapter level. Section 2. Admissions Admission A. A. Potential membersmembers shall: Meet the requirements of membership as outlined in Article III, Section Complete an Association membership application form Pay required dues to the Chapter and the Association. 4. B. Follow the Code of Professional Ethics of the Association. B. Membership in the Association shall be conferred upon an individual when the Association has accepted the membership application and received the required Association dues, fees, and assessments for that individual. Section 3. Dues A. A. Chapter dues shall be payable each year in an amount determined by the Chapter Board, plus Association dues, and within the timeframes established by the Association. Dues and fees must be paid in full to ISACA International. B. A member whose dues are in arrears for more than 60 days shall no longer be deemed a member. B. C. A membermember shall forfeit membership if dues, fees, or assessments have not been paid to the Association in compliance with terms as set by the ISACA Board of Directors and to the Chapter as required. C. Resignation any Member who resigns shall not be entitled to a refund or pro-rated discount of his/her annual membership dues. Section 4. Termination and Suspension A. Termination of membership in the Association, for whatever reason, shall automatically terminate membership in the Chapter. B. A person whose membership in the Association has been suspended shall not be deemed a member of the Chapter during the period of suspension. Article IV. Chapter Meetings Section 1. General MeetingsEducational Sessions The regular meetings Educational sessions of the Chapter membership shall be held on the 3 rd Tuesday of each once a month, unless from September through May, or as otherwise ordereddetermined by the Chapter Board. Holding meetings during the summer months (June, July, and August) is at the discretion of the Chapter Board. Furthermore, a seminar sponsored by the Chapter in a given 2

3 month may replace a regular meeting for the month. Section 2. Annual General Meeting The regular meeting in May shall be known as the Annual General Meeting (AGM) and shall be held in May, for the purpose of announcing newly elected officerselecting Officers or announcing the results of officer elections if the election was held electronically, receiving reports of officersofficers and committeesdirectors or Committees, and for any other business that may arise. The date and location of the Annual General Meeting shall be determined by the Chapter Board. Section 3. Special Meetings Special Meetings may be called by the President or the Chapter Board. The purpose of the meeting shall be stated in the call or electronic communication used when notifying Members of the Special Meeting. Section 4. Mail or Electronic Voting If required, paper, postal mail, or electronic means may be used for the purposes of membership voting on resolutions approved by the Chapter Board, and such correspondence will be considered a Special Meeting for the purposes of these Bylaws. Annual Chapter Officer elections shall occur either at the Annual General Meeting, or through electronic voting by the membership for Chapter Officers, at the discretion of the Chapter Board. Section 5. Quorum for Chapter Meetings The quorum for the Annual General Meeting or a Special Meeting shall be twenty-five (25) Members. In absence of a quorum, the meeting shall be adjourned and reconvene within forty-five (45) days. The new date and time will be communicated to Members as soon as reasonably possible. Section 6. Act of the Membership The affirmative vote of the majority of Members the Members present and voting at any Chapter meeting shall constitute an Act of the membership, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation, or these Bylaws. Section 7. Notification Members shall be notified of the upcoming AGM through normal communication methods (e.g., electronic messages).at least thirty (30) days in advance of the Annual General Meeting. Members shall be notified at least ten (10) days in advance of any Educational or Special meeting, except in case of an emergency. Notification may be by postal mail, , website, or by telephone. Section 3. Special Meetings Special meetings may be called by the Chapter President or the Chapter Board of Directors. One calendar week notice shall be given to all Chapter members of such special meeting. A good faith effort to notify the Chapter membership is required to be made through normal communication methods (e.g., electronic messages). Section 4. Chapter Board Turnover Meeting 3, Bold, Italic, Not Bold, Not Italic

4 A. A Chapter Board Turnover Meeting shall be held in June of each year, following Chapter elections, to transition Chapter leadership roles. All outgoing and incoming officers and directors will be expected to be in attendance. The Chapter may deliver to a Member notices, demands, consents or waivers by electronic transmission, unless Members indicate otherwise to the Chapter, all communication required in these Bylaws, including meeting notices, may be sent electronically. Section 5. Quorum Twenty members shall constitute a quorum at any regular or special meeting. Article V. Chapter Officers Section 1. Chapter Officer PositionsOfficers The Chapter Theshall have five (5) Officers, constituting: President, Vice President, Secretary, Treasurer and, Immediate Past President shall be the Chapter Officers, and up to twelve (12) Director/Coordinator Positions. Section 2. Term of Chapter Officers A. The Chapter Officers, except the Director/Coordinator Positions and the Immediate Past President, shall be elected annually for a term of one (1) year, or until their successors aresuccessor is elected and assumeassumes office, or until they resign or are removed from office. The term of office shall start B. Chapter Directors/Coordinators shall be appointed by the Board for a term of one (1) year, or until their successor assumes office, or until they resign or are removed from office. The Board shall assign them Director/Coordinator duties. C. Newly elected Chapter Officers shall be installed and take office at the beginning of the administrative year. The Chapter s administrative year begins in June and ends in May. Fiscal Year. Official duties will commence after the Chapter Board Turnover Meeting. D. No membermember shall hold more than twoone (1) Chapter officesoffice at a time. No member, and no Member shall be eligible to serve in the same position longermore than two (2) consecutive yearsterms in the same Chapter Office, unless otherwise approved by the Chapter Board. Section 3. Duties of Chapter Officers The Chapter Officers shall perform the duties prescribed by these bylaws, by the Chapter Board, or the parliamentary authoritybylaws, and the Parliamentary Authority adopted by the Chapter. in Article XII. A. The Chapter President shall: Preside at all meetings of the Chapter and the Chapter Board; Appoint all committee chairpersons and Directors; Be an ex-officio member of all committees except the Nominating Committee; Represent the Chapter at Leadership Conference/Presidents CouncilConferences, and other conferences and functions, where appropriate, or appoint another Chapter Board member as a representative; Present an annual report to Members at the Annual General Meeting(s); Maintain communications with the Association and respond to Association inquiries; Be responsible for submission of the chapterrequired annual reportchapter reports to the 4 Formatted: Numbered + Level: 1 + Numbering Style: A, B, C, + Start at: 1 + Alignment: Left + Aligned at: 0" + Indent at: 0.25"

5 Association within thirty (30) days after annual chapter meetingthe Annual General Meeting, or as required by the Association; Supervise budgetary matters and proper internal control of finances for the Chapter funds; Be responsible for legal affairs; and, Perform other duties as pertain to the office of President, or which may be delegated by the Chapter Board. B. The Chapter Vice President shall: Assist the President in establishing committees and in performing administrative and supervisory duties. 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, or vacancy; Perform, prepare and execute a Chapter Officer and Director Succession Plan to identify, recruit and prepare Members to become Chapter Officers and Directors. Ideally the Succession Plan would be strategic to identify future leaders for the next two (2) to three (3) years; and, Perform other duties as pertain to this office. C. The Chapter Secretary shall: Take minutes of the meetings of the Chapter Board and, membership meetings, and Annual General Meeting, and maintain the files of previous minutesa copy for at least 1 yearthe records; Maintain accurate lists of attendance records; Be responsible for the legal affairs, helping to prepare and maintain Chapter reports (e.g., the Chapter Annual Report), and communicationsrecords and correspondence pertaining to the Chapter; Retain significant Chapter records, plaques, etc. as an archive custodian on behalf of the Chapter Assist the President in the administration of Chapter membership meetings; and, Perform other duties as pertain to this office. D. The Chapter Treasurer shall: Be custodian of the Chapter funds; Receive all monies and disburse such funds only upon the sanction of the Chapter as required in the conduct of its affairs and activities or as directed by the Chapter Board, or the Chapter membership; Remit dues to the Association as required; Maintain a chapter budgetacquire an appropriate gift of appreciation for review and approvaleach Chapter seminar/educational presenter as determined by the Chapter Board; Submit a written financial summary report at regulareach Board meetings,meeting or as directed byupon request of the BoardPresident; Submit books and records for audit File any and all tax forms 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 statementssummary for presentation to the membership at the Annual Chapter Meeting, and for inclusion in the Chapter Annual Report.General Meeting; Submit books and records for annual financial verification when required; File all required tax forms; and, Perform other duties as pertain to this office. E. The Immediate Past President of the Chapter shall: Serve in an advisory capacity Perform other duties as assigned byprovide advice and guidance to the new President and 5 Formatted: No bullets or numbering

6 Article VI. Chapter Directors Board; Section 1. Chapter Director Positions Chapter Director positions may include, but not be limited to, the following service areas: Membership, Programs, Education, CISA Review, CISM Review, Communications, Webmaster, and Academic Outreach. Section 2. Term of Chapter Directors The Chapter Directors, shall be elected annually for a term of 1 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 Chapter Turnover Meeting. No member shall hold more than 2 Chapter offices at a time. No member shall serve in the same position longer than two consecutive years unless approved by the Chapter Board., Section 3. Duties of Chapter Directors The Chapter Directors shall perform the duties prescribed by the Chapter Board, or the parliamentary authority adopted by the Chapter. The duties of the Directors may include the following activities, or as deemed necessary by the Chapter Board to support Chapter activities. APerform other duties as pertain to this office. F. The Chapter Membership Director shall: Recruit new members; Send the Publications Director updated membership information (as provided by the Association), to support the distribution of the Chapter newsletter; Monitor attendance for CPE tracking; Respond to inquiries regarding how to become a member and membership status; Display ISACA Manage and maintain the Chapter membership promotional material atlist; Manage and maintain the Opt Out Request list; Manage the registration site for the Chapter events e.g., regular monthlyeducational meetings, Seminars, etc; and, special events; and, Promote ISACA awareness by providingmanage and communicate to the membership andabout Chapter activity information to local business contactssponsored or endorsed events. BG. The Chapter Program DirectorCoordinator shall: Recruit speakers for each of the monthly regular general meetings; Work with meeting room planners or facility liaison to ensure facilities, food, and audio visual services are adequate for each monthly regular chapterchapter educational meeting, seminar, or special event; Coordinate and secure contract for facility venue; Coordinate billing for facility with Treasurer; and, Coordinate all conference activities (e.g., speaker s resources, participant sign-in, CPE certificates, scheduled breaks, etc.) during the event. Ensure that the monthly presentation and speaker background information is prepared and provided to the Chapter Webmaster and Communications Director to post on the Chapter web site and in the Chapter s monthly newsletters; Ensure that guest presenters are informed of the time and location of their speaking engagement; and, Acquire an appropriate gift of appreciation for each monthly presenter. 6, Bold, Italic Formatted: Indent: Left: 0.25", Numbered + Level: 1 + Numbering Style: Bullet + Start at: 1 + Alignment: Left + Aligned at: 0" + Indent at: 0.25"

7 CH. The Chapter Education Director shall: Review conference activities offered by other organizations, and solicit input from the Chapter Board and Chapter membership to help ensure the seminar session topic is appropriate for the Chapter.; Ensure that the conference topic, speaker, facility, session dates, budget, and associated contracts are presented, reviewed, and approved by the Chapter Board; Recruit speakers for each Chapter seminar session; Work witheducational meeting room planners to ensure facilities, food services,, seminar/conference, or special event; Prepare event description and audio visual services are adequate speaker background information for each Chapter educational meeting, seminar; Develop seminar promotion/conference, or special event and registration material and deliver this information provide to the Chapter Webmaster and Communications, Membership Director, and the Marketing Director to post on the Chapter Web site and in the Chapter s monthly newsletterswebsite, registration portal, and social media as applicable; Provide flyers for the event and a verbal announcement of the event at regular Chapter meetings. Coordinate the publishing of event training material (e.g., speaker presentation slides), and delivery of those documents to the seminar location.; Ensure that guest presenters (speakers) are informed of the time and location of their speaking engagement, assist the speaker with hotel reservations, and process the speakers expense claim for payment by the Treasurer, if applicable; Acquire an appropriate gift of appreciation for each I. The Chapter seminar presenter; and, Coordinate all conference activities (e.g., speaker s resources, participant sign-in, announcements, CPE certificates, scheduled breaks, etc.) during the event. D. The CISA Director/CISM Coordinator shall: Maintain communications with the Association regarding CISA certification preparatory course materials and examinations; and, Plan and conduct Chapter CISA exam review courses. E. The CISM Director shall: Maintain communications with the Association regardingand/or CISM certification preparatory course materials and examinations; and, Plan and conduct Chapter CISA and/or CISM exam review courses. F. J. The Communications DirectorChapter CSX Liaison shall: Prepare and issue the monthly newsletter and seminar notifications; Distribute broadcast Chapter mailings as voted upon by the Chapter Board; and, Periodically review the mailing list for accuracy and completeness. GPromote the CSX Nexus program within ISACA Puget Sound Chapter membership and nonmember community (academic institutions, etc.) in concert with efforts of the Academic Relations Liaison; Assist in recruitment of new members and academic outreach by partnering with the relevant fellow members of the board; Provide insight and assistance to CSX fundamentals exam enrollees along with promoting the nexus pathway to CSX Practitioner and CISM; and, Assist in any/all additional activities deemed pertinent by the board in the interests of ISACA Puget Sound Chapter. 7 Formatted: Indent: Left: 0.25", Numbered + Level: 1 + Numbering Style: Bullet + Start at: 1 + Alignment: Left + Aligned at: 0" + Indent at: 0.25"

8 K. The Webmaster shall: Update and maintain the website with up-to-date information on each page; Update the website each month to facilitate monthly meeting and seminar registrations; Manage the Chapter accounts; and, Manage website registration and hosting. H. The Academic Outreach DirectorRelations Liaison shall: Raise awareness of the Chapter and the Association with local colleges and universities; and, Plan and coordinate meetings of Chapter members with Student groups in concert with efforts of the CSX Liaison. L. The Chapter Communications Director shall: Prepare and distribute communications to the Membership as determined by the Chapter Board; and, Other assignments as assigned by the Chapter Board. M. The Chapter Webmaster shall: Update and maintain the Chapter website upon transition of Chapter Board members; Update the website to ensure that each Chapter educational meeting, seminar/conference, or special event is available with a link for registration; Upload presentation materials from speakers post Chapter educational meetings, advise the Communication Director to inform the membership that the materials are available; and, Manage the Chapter accounts. N. The Chapter Marketing/Social Media Director shall: Conduct general marketing and publicity of the Chapter, Certifications, COBIT, the Association, and any other new initiative using social media; Identify and use other means of disseminating information about events and the chapter, where appropriate; and Maintain social media accounts, such as LinkedIn. O. The Chapter Research Director shall: Act as the Chapter s primary contact with ISACA s research department to become the Chapter s subject matter expert (SME) in ISACA s knowledge deliverables; Help identify potential SMEs to participate in development or review of ISACA research products; Attends quarterly calls scheduled by ISACA HQ to learn about newly released, ongoing & future research developments; Coordinate with the Chapter Marketing Director, Webmaster, and Education Director to ensure dissemination of information about ISACA Research to Chapter Members; and, Maintain ongoing communication with ISACA HQ research department to provide feedback on deliverables. Section 4. Chapter Officer Vacancies A. If a vacancy should occur in the office of President, the vacancy shall be filled by the Vice-President. B. If a vacancy should occur in any other office, except that of Immediate Past President, the vacancy shall be filled by the Chapter Board. If a vacancy occurs in the office of Immediate Past President, the vacancy shall remain vacant until filled by routine succession. C. If a Chapter Board Member s membership in the Association terminates for any reason, that 8

9 individual s position as Chapter Board Member shall automatically become vacant. Article VI. Article VII. Nominations, and Elections and Vacancies Section 1. Chapter Nominations A. A. Nominations shall be open and will be declared open by the Chapter President at a regular meeting as determined by the Chapter Board, but no later than April.the Educational meeting in the month of January or February. Nominations willshall then be accepted from the floor from any membermember of the Chapter. Nominations may also be solicited through electronic communications. B. The President shall appoint, subject to the approval of the Board of Directors, a Nominating Committee consisting of three members. The Nominating Committee shall present, subject to the approval of the Chapter Board, the ballot of nominations for all Officers and Directors to the membership of the Chapter. B. Each candidate shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form. Section 2. Chapter Elections A. Chapter elections will be held following the regular monthly meeting in April and the results will be announced at the regular meeting in May. A. B. Officers and Directors shall be elected by ballot. B. C. Ballots may be distributed and collected manually or electronicallyin person at the Annual General Meeting, or through electronic communications at the discretion of the Chapter Board. D. Newly elected Chapter Officers and Board Members shall be installed and take office at the beginning of the administrative year. The Chapter s administrative year begins in June and ends in May. C. In the event, there is only one candidate for any office, voting on that office may be by voice. Article VII. Section 3. Vacancies A. If a vacancy should occur in any Chapter Board position, except that of the President or the Immediate Past President, the vacancy shall be filled by Chapter Board appointment. B. If a vacancy occurs in the office of the Immediate Past President, the vacancy shall remain until filled by routine succession. Article VIII. Chapter Board Section 1. Chapter Board Membership Section 1. Composition of the Chapter Board The Chapter Board shall consist of the Chapter officers listed in Article V, Section 1. 9 Formatted: No bullets or numbering, French (Canada), English (United States) Formatted: English (United States), English (United States), French (Canada) Formatted: French (Canada), French (Canada), English (United States), Not Italic, Underline, Not Italic, Underline

10 Section 2. and Director positions. The Chapter Board shall have full power and authority over the affairs of Meetings A. Regular Board Meetings may be held in person or via conference call at the chapter between membershipdiscretion of the Chapter President. Board meetings except as defined in these bylaws. The should be held once a month from September through May) and at least once during the summer at a time and place determined by the Chapter Board, unless otherwise approved by the Chapter Board. B. Special meetings of the Chapter Board may be called by the President, and shall be called upon the written request of all members of the Board. Notice must be given at least 48 hours before a Special Meeting of the Chapter Board and must include the purpose of the meeting. C. A Chapter Board Turnover Meeting shall be held in June, July, or August of each year, following Chapter elections, to transition Chapter leadership roles. All outgoing and incoming officers and directors will be expected to be in attendance. D. subject to the orders of the chapter and none of its actsboard Meetings may be held via conference call or in person. Meeting notifications must be communicated at least forty-eight (48) hours in advance. Each Board Member should seek recognition from the President before beginning to speak, and each Board Member should identify himself or herself prior to speaking. Motions will be voted on by voice vote. If the President or meeting 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 conflict with action taken by the chapternot be recorded in the minutes. Voting can also be done through electronic communications as determined by the President. The minutes of the meeting shall be approved at the next meeting, or through electronic communication as determined by the Chapter Board. Section 3. Section 2. Duties By accepting a The Chapter Board position each Board member shall agree to: A. Perform the duties for their designated positions as prescribed in these bylaws and the parliamentary authority adopted by the Chapter. A. B. Supervise the affairs and conduct the business of the Chapter between businesseducational meetings. C. Meet periodically (e.g., monthly) at a time and place determined by the Chapter Board to facilitate Chapter Board meetings, which may be face-to-face or held electronically. D. Attend scheduled Chapter meetings, whenever possible, to actively support Chapter activities. E. Maintain their membership throughout their entire term of office. B. F. Make recommendations to the membershipmembership. C. G. Be subject to the orders of the membershipmembership. D. Perform the duties prescribed in these Bylaws and the Parliamentary Authority adopted by the Chapter, as described in Article XI. 10 Formatted: Numbered + Level: 1 + Numbering Style: A, B, C, + Start at: 1 + Alignment: Left + Aligned at: 0" + Indent at: 0.25" Formatted: Indent: Left: 0", Hanging: 0.49", Keep with next

11 Section Financial Authority The Chapter Board shall have the authority to: A. Approve the annual budget. B. Expend funds allotted in the approved budget. C. Non-budgeted expenditures over $2,000 must be pre-approved by the Chapter Board. Section 5. A. Pay budgeted expenses incurred on behalf of the Chapter. Non-budgeted expenditures over $1,000 require Chapter Board approval. The approval of an Officer, other than the Officer or Director incurring the expense, is required for all expenses. The Treasurer shall have primary responsible for approving Chapter expenses but may delegate this role to another Chapter Officer, as necessary. B. Approve contracts Fiscal Year & Annual Financial Statements A. The Fiscal Year of the Chapter shall run from June 1 st to May 31 st unless otherwise established on behalf of the Chapter. Individual Officers or Directors can be authorized to oversee a contract after it has beenby the Chapter Board. B. The Chapter Board shall ensure that an annual financial summary is prepared, approved by the Chapter Board., presented to Members at the Annual General Meeting, and submitted as part of the Chapter Annual Report to the Association. Section 4. Quorum A majority of the Chapter Board shall constitute a quorum. Section 5. Action The affirmative vote of the majority of officers and directors present at a meeting at which a quorum is present shall constitute an act of the Chapter Board. Section 6. Insurance The Chapter Board shall secure whatever insurance coverage is deemed necessary to meet the needs of the Chapter. Section 7. Quorum A majority of the Chapter Board shall constitute a quorum for any Chapter Board meeting. Section 8. Removal A. Any member of the Board of Directors who fails to attend 3 consecutive board meetings within a fiscal year or 3 consecutive committee meetings within a fiscal year will be discussed within the Board and may be removed from office by a majority vote of the Board of Directors. B. Any Board Member may be removed with cause, at any meeting of the Board, by a majority vote of the members of the Board of Directors then serving. C. Any Board Member being considered for removal from the Board shall have the right to be heard by the Board before an official vote is taken. Article VIII. Article IX. Chapter Committees Special An Audit Committee or designee shall be established to engage and provide oversight to the annual external party review of the Chapter s financial statement results. Annually, the Audit 11, Not Bold, Not Italic, Not Bold Formatted: Font: Not Bold, Underline

12 Committee, or designee, will provide a report to the Board on results of the review and any identified corrective action to be taken. Additional committees may be created, as necessary, by the chapter membership or the Chapter Board, which can include:. A. Article IX. The Audit Committee shall be appointed by the Chapter Board whose duty shall be to audit the Chapter accounts at the close of the fiscal year and to report at the annual chapter meeting. B. The Bylaws Committee shall be appointed by the Chapter 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 X of the bylaws, assure that all proposed changes conform to any local laws, examine the consistency of the proposed change with other provisions of the bylaws and with those of the Association, and suggest wording for proposed changes. 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 the Chapter, 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 a Director or Officer of the Chapter, 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 these Bylaws, agreement, vote of the 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 X. Dissolution To effect If dissolution of the Chapter becomes inevitable, these bylawsbylaws must be rescinded by a twothirds (2/3) vote of the chapterchapter membership after ten (10) daysdays notice has been mailed or ed to each member. Member. This vote may be conducted electronically as stated in Article IV, Section 4. 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 chartercharter and any other Chapter or Association documents to International Headquarters. All net assets shall gobe distributed to other selected ISACA chapters, or to a welfare, education, or civic project designated by the Chapter membership, pursuant to Section 501 (c) (6) 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 Robert sroberts Rules of Order Newly Revised, shall govern the chapterchapter in all cases to which they are applicable and in which they are not inconsistent with these bylawsbylaws and any special rules the chapterchapter may adopt. 12, Not Bold

13 Article XII. Amendment of Chapter Bylaws The Chapter Board shall forwardapprove all bylawssuggested changes to these Bylaws and forward them to the Membership Division of the Association, with changes indicated, as the. The Association Membership Board must give approval to all bylawsbylaw changes prior to submittingthem being submitted for a vote by the chapterchapter membership. Chapter Bylaw Amendments will be approved at the Annual General Meeting, or a Special Meeting by a two-thirds (2/3) vote, provided the Amendment has been submitted in writing at the previous meeting, or has been mailed, or ed to the entire Chapter Membership, or posted to the Chapter website at least ten (10) days prior to the meeting at which it will be considered. Material changes will be reviewed and updated by the Board as appropriate and sent to the membership for final approval prior to Amendment adoption. If there is a need to change the Bylaws due to a change in Washington State Law, or requirements provided by the Association, then Chapter Bylaw Amendments will be approved at a Chapter meeting, provided the Amendment has been submitted in writing at a previous meeting, or has been mailed or ed to the Chapter membership, or posted to the Chapter website at least ten (10) days prior to the meeting at which it will be considered. The Membership Division of the Association will be advised that the Bylaw Amendments have been approved, and will be sent a copy of the approved version of the Bylaws to the Association. The Chapter Board shall conduct a periodic, ideally annual, comparison of the Chapter practices to the bylaws. Bylaws. The Chapter Board must ensure the compliance of the bylawsthese Bylaws with the Association s bylawsassociation's Bylaws and any applicable countryfederal or State requirements. These bylaws may be amended at any regular meeting by a two-thirds (2/3)vote provided that the amendment has been submitted in writing at the previous regular meeting, or has been mailed or ed to the entire Chapter membership at least ten (10) days prior to the meeting at which it will be considered. Article XIII. Chapter Special Recognition Awards The Chapter Board may establish and designate special Chapter awards to support the recognition of selected individuals. Section 1 Julian J. Malek Memorial Award The Chapter Board of Directors wishes to recognize Julian J. Malek, whose dedication and perseverance resulted in the Puget Sound Chapter being awarded the 15th annual EDPAA International Conference in Unfortunately, Mr. Malek passed away prior to learning the conference had been awarded to the Puget Sound Chapter. An award to honor his service was established in1987. This award shall be given periodically as determined by the Chapter Board of Directors. A. To be eligible for this award, the nominee must be a member of the Puget Sound Chapter. In addition, the following attributes should be considered in determining the nominee: Volunteer services to the Chapter; Significant accomplishments; Leadership role in initiating new Chapter or ISACA activities; Professional recognition outside the Chapter; Contribution to Chapter meetings, Chapter Board meetings, and training activities. 13

14 B. The Chapter President will select a three person committee to consider eligible candidates. The names of these nominees will be presented at a Chapter Board meeting. The Chapter Board will be responsible for determining the winner. The award will be presented at a Chapter meeting deemed appropriate by the Chapter Board. This award is only to be given on merit. It is not required to be given annually or otherwise. C. The award will consist of a perpetual plaque, recognition at a Chapter meeting and a gift deemed appropriate by the Chapter Board of Directors. * * * * * 14