ISACA Orange County Chapter Bylaws Updated on July 21 st, 2014

Transcription

1 Article I. Name The name of this non-union, non-profit organization shall be The ISACA Orange County Chapter, hereinafter referred to as Chapter, a Chapter 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 Section 1. Chapter s Purpose and Objectives 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 Information Technology (IT) governance, IT audit, security, control and assurance. The objectives of the Chapter are: A. To promote the education of and help expand the knowledge and skills of its members in the interrelated fields of IT governance, IT audit, security, control and assurance; B. To promote standardization and measurement of these skills and knowledge demonstrable by encouraging members to obtain the Association s professional certifications (including but not limited to CISA, CISM, CGEIT, CRISC, CYBERSECURITY, COBIT); C. To encourage an open exchange of IT governance, IT audit, security, control, and assurance techniques, approaches, and problem solving by its members; D. To promote adequate communication to keep members abreast of current events in IT governance, IT audit, security, control and assurance that can be of benefit to them and their employers; E. To communicate to management, auditors, universities, and IT professionals the importance of establishing controls necessary to ensure proper IT governance and the effective organization and utilization of IT resources. Article III. Membership and Dues Section 1. Classifications and Qualifications Membership in the Association is a requirement for membership in the 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 in the Chapter s general elections 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 not be entitled to vote and shall be entitled to pursue a non-voting position of the Chapter Board. 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 1

2 shall be submitted annually. Student members shall be entitled to vote on general elections but can only hold a non-voting position of the Chapter Board. D. Chapter Volunteer - any person interested in the purpose and objectives of the Chapter (as stated in Article II) and who has informed a chapter officer that they are interested in assisting with Chapter planning and operational activities, shall be eligible to be a volunteer in the Chapter subject to rules established by the Board. Section 2. Admission A. Potential members shall: 1. Meet the requirements of membership as outlined in Article III, Section 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. B. 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 A. Chapter dues shall be payable on or before 01 January of each year, in an amount determined by the Chapter Board, plus Association dues. B. A member whose dues are in arrears for more than 90 days shall no longer be deemed a member and will not be eligible to receive any membership benefit, nor can remain as a board member. C. A member shall forfeit membership if dues have not been paid to the Association and to the Chapter as required. D. Any member who resigns shall not be entitled to a refund of his/her annual membership dues. Section 4. Fee Waiver for Chapter Volunteers A. Chapter volunteers who are not reimbursed by their company for Chapter events (including, but not limited to, monthly events, certification training events, all-day and multi-day training events) may request a fee waiver from the board. Unanimous approval from the voting officers present at the board meeting is required. Once approved the fee waiver is approved it is valid for the current chapter year unless rescinded by the board. The board may rescind the fee waiver at any time without notice. Article IV. Chapter Meetings Section 1. Regular Meetings Regular meetings of the Chapter membership shall be held at least four times a year, traditionally from September thru June. Section 2. Annual General Meeting The regular meeting, generally held in June, shall be known as the Annual General Meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. 2

3 Section 3. Special Meetings Special meetings may be called by the President, or by a majority of the existing Chapter Board members, or upon written request by 15% of the current Chapter membership. The purpose of the meeting shall be stated in the call. No business shall be transacted except that mentioned in the call of the special meeting. Section 4. Mail or Electronic Voting Membership Votes: Paper mail or electronic means may be used for the purposes of membership voting on resolutions approved by the Chapter Board (excluding Elections defined in Article VI), and such correspondence will be considered a special meeting for the purposes of these bylaws. Section 5. Quorum Should a matter require membership voting, a quorum shall be required and shall consist of at least 25 chapter voting members. In absence of quorum, the voting matter will be continued to another meeting in which a quorum is confirmed. The new date and time will be communicated to members. Section 6. 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 7. Notification Members shall be notified at least 30 days in advance of the Annual General Meeting. Members shall be notified at least 14 days in advance of any regular meetings or special meetings, except in case of emergency. Notification may be by postal mail, by , telephone or web site. Section 8. Presiding Officer All meetings will be presided over by the President of this Chapter or in accordance with the line of succession as noted in Article VII, Section 4 of these bylaws. Article V. Board of Directors Section 1. Board of Directors The Board of Directors shall consist of nine (9) members: five (5) Officers and four (4) Directors, all of whom shall be elected each year (except for the immediate past president) and shall serve until the end of the fiscal year, June 30. In order to be eligible to hold a Board member position, the candidate must have been an active member of the chapter. The term active is defined as having attended at least two meetings in the prior year or having served on the Chapter Board or having an appointed leadership role in the prior year. A. Chapter Officers The Officers of the Chapter handle the Chapter s official matters (e.g., budget approval, review of the annual report, etc.) and have the power to vote and pass motions. Only officers can authorize and sign contracts on behalf of the Chapter subject to prior approval by the Board. Officers are required to hold an ISACA professional certification in good standing which is subject to verification of the Nominating Committee prior to the beginning of a new term. The Officers of this Chapter shall be: 1. President 3

4 2. First Vice President 3. Secretary 4. Treasurer 5. Immediate Past President B. Chapter Directors The Directors of the Chapter shall serve as a Chairperson of the Chapter s applicable Standing Committees, and should report to the Chapter s President. 6. Second Vice President 7. Membership Director 8. Programs Director 9. Marketing and Communications Director 10. Education & Certifications Director C. Chapter Governors One Governor for each (10) members (not including Associate, Educational, Student and Retired members), limited to a total of not more than twelve (12) Governors, to be elected for a period of three years, one-third retiring each year Section 2. Term A. The Board Members, except the Immediate Past President, shall be elected 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. The term of office shall begin at the beginning of the next fiscal year. B. No member shall hold more than one (1) Chapter office at a time, and no member shall be eligible to serve more than two (2) consecutive terms in the same Chapter office. C. The Board Members shall perform the duties prescribed by these bylaws, and the parliamentary authority adopted by the Chapter. Section 3. Officers & Directors Duties A. The Chapter President shall: 1. Serve as Chairperson of the Board of Directors and shall, in addition, be the Chief Executive Officer of the Chapter. 2. Have supervision, direction and control of the business affairs of the Chapter subject to the oversight of the Board of Directors. 3. Preside at meetings of the Chapter and the Chapter Board, 4. Supervise the affairs and ensure continuity of all aspects of Chapter operations, 5. Execute all orders and resolutions of the Chapter Board and enforce the Chapter bylaws, 6. Appoint all standing committee chairpersons (excluding the Nominating Committee which is elected by the Board of Directors as stated in Article VI. Section 1) and other committees as needed, subject to ratification by the Chapter Board, 7. Be an ex-officio member of all committees except the Nominating Committee, 8. Represent the Chapter at Leadership Conferences, Presidents Council Meetings and other conferences and functions, where appropriate, 9. Present an annual report to members at the Annual General Meeting - such report to consist of reports from various Chapter officers and committees, 10. Maintain communications with the Association and respond to Association inquiries, 11. Be responsible for submission of the Chapter annual report and balance scorecard to the Association within 30 days after the Annual General Meeting, 12. Supervise budgetary matters and proper internal control of finances, and 4

5 13. Perform other duties as pertain to the office of President, or other duties authorized and delegated by the Chapter Board. B. The Chapter Vice President shall: 1. Report to the President and in the absence of or disability of the President shall perform all the duties of the President, 2. Work with the Audit and Finance Committee and arrange for financial records audit(s), and 3. Lead the Academic Relationship Program: Work with the Academic Relations Committee and liaise with higher education institutions; Meet with accounting and/or information systems student groups to promote ISACA membership and certification; and encourage students to become ISACA members; Establish opportunities to brief appropriate classes of academic institutions on ISACA, CISA, CISM, CGEIT, CRISC, CYBERSECURITY, COBIT and IT governance; Liaise with appropriate professors, and where appropriate, take steps to establish an "Academic Advocate" program in local academic institutions, Coordinate scholarship initiatives approved by the Board, Be familiar with university/college curricula, and 4. Perform additional duties authorized and delegated by the Chapter Board. C. The Chapter Secretary shall: 1. Report to the President and shall be responsible for the legal affairs, Chapter reports, and maintain the Motions Log current, 2. Take minutes of the meetings of the Chapter Board, membership meetings, and Annual General Meeting, and maintain a copy of the records, 3. Maintain accurate attendance records, 4. Maintain records and evidence supporting CPE s earned through Chapter functions for ISACA members and the qualifying/eligibility of all events in which CPE s are awarded, 5. Be responsible for the legal affairs, Chapter records and correspondence pertaining to the Chapter, 6. Document nominations for board positions and document Nominating Committee minutes and the final election slate. 7. Assist the President in the administration of Chapter membership meetings, and 8. Perform additional duties authorized and delegated by the Chapter Board. D. The Chapter Treasurer shall: 1. Report to the President and shall be responsible for the financial affairs of the Chapter, and for the performance of all duties incident to the office of the Treasurer and such other duties as may from time to time be assigned by the Board of Directors, 2. Be the custodian of Chapter funds, reconcile attendance records to cash receipts and report operational results, 3. 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, 4. Remit dues to the Association as required, 5. Update the financial records on a monthly basis and submit a written report to the Board on a quarterly basis, 6. Prepare an annual budget after consulting with other Officers of the Chapter, 7. Submit the budget to the Chapter Board for approval prior to the first chapter meeting of the new fiscal year to which it is applicable, 8. Update budget vs. actual results on at least an annual basis and apprise the Chapter Board and document the rationale of any potential deficit budget, 9. Submit annual financial statements for presentation to the membership at the Annual General Meeting, and for inclusion in the Chapter Annual Report, 10. Submit books and records for audit when required, 5

6 11. File required tax forms on a timely basis, 12. Respond to audit recommendations and help implement process improvements. 13. Perform additional duties authorized and delegated by the Chapter Board, E. The Immediate Past President shall: 1. Provide advice and guidance to the new President and Board, and 2. Perform additional duties as may be authorized and delegated by the Chapter Board. F. The Director of Marketing and Communications shall: 1. Develop and oversee the annual Marketing Plan and submit it to ISACA International, 2. Coordinate the reimbursement for ISACA International approved reimbursement items for marketing purposes, 3. Manage all public relations and communication-related activities with membership and other professional organizations, 4. Conduct general marketing and publicity of the Chapter, CISA, CISM, CGEIT, CRISC, CYBERSECURITY, COBIT, the Association, and any other new initiative, 5. Coordinate initiatives involving partnerships and alliances, 6. Acquire any required marketing materials from ISACA International as authorized by the Board, 7. Exercise general policy control and direction of any mail-out kits, publications, editorial or advertising which the Chapter may issue, authorize or sponsor under the direction of the Chapter Board, 8. Oversee the Chapter newsletter, 9. Oversee the Chapter website, 10. Encourage Chapter members and the Chapter Board to provide articles, job postings, and other appropriate materials for the newsletter and website, 11. Identify and use other means of disseminating information about events and the Chapter, where appropriate (e.g.,: web postings, FAX lists), and 12. Perform additional duties authorized and delegated by the Chapter Board. G. The Director of Membership shall: 1. Maintain accurate lists of membership, 2. Conduct annual membership campaign to maintain and increase Chapter membership, 3. Report membership concerns to the Board and ISACA membership department if applicable, 4. Ensure membership benefits are available only to members who are current with their membership dues (e.g., member rate for events, etc.) 5. Maintain electronic lists of members and guests if necessary, 6. Oversee the Corporate Sponsorship Committee, 7. Work with other Chapter Committees and implement surveys to identify membership needs and to improve attendance, 8. Contact non-renewing members to determine reasons for discontinuation and persuade individuals to renew membership, 9. Coordinate plans for maintaining and Increasing Chapter membership, and 10. Perform additional duties authorized and delegated by the Chapter Board. H. The Director of Education & Certifications shall: 1. Coordinate the certification review courses (CISA, CISM, CGEIT, CRISC, CYBERSECURITY, COBIT) during the fall and spring as applicable, including securing facility, instructors and materials. 2. Maintain resource material related to certifications (CISA, CISM, CGEIT, CRISC, CYBERSECURITY, COBIT) understand the requirements for each certification and be a source of information to members who have questions about ISACA certifications, 3. Promote certification accreditation (CISA, CISM, CGEIT, CRISC, CYBERSECURITY, COBIT) within the Chapter membership, including exam preparation sessions, 4. Report to Chapter Board on exam results and for publication in newsletter & website, 6

7 5. Assist with the inclusion of IT governance presentations in the chapter education sessions, 6. Coordinate with outside bodies on awareness, presentations and conferences related to IT governance, 7. Stay current with the offerings of the Association as related to COBIT, 8. Act as a liaison between exam participants and the Association, and 9. Perform additional duties authorized and delegated by the Chapter Board. I. The Director of Programs shall: 1. Plan, manage and secure the Chapter s program (speakers, topics, event type and dates) for the year, 2. Conduct an annual survey to identify current/relevant topics for the year 3. Identify speakers and topics for the programs with help from the Education Committee, 4. Confirm all speakers and ensure location details are provided to speakers. 5. Distribute and collect evaluation forms, compile results and report them to the Board after each meeting, 6. Maintain and update the program planner, 7. Send thank you notes to the speakers and the attendees, 8. Provide biographical material of all speakers for publication in the Chapter newsletter and website, 9. Perform additional duties authorized and delegated by the Chapter Board 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 office specified in Section 1 of Article V for any cause, except that of the President or Immediate Past President, the President shall appoint a substitute to this office subject to ratification of the 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 officer s membership in the Association shall for any reason terminate, that individual s position as Chapter officer shall automatically become vacant. Section 5. Removal of an Officer or Director Any or all Officers/Directors may be removed with or without cause by: A. A majority vote of the Chapter Board only at a duly called meeting at which a quorum is present; or B. The affirmative vote of a majority of members entitled to vote upon the election of such Officer/Director under Article VI, Section 2 at a duly held membership meeting by ballot. Section 6. Indemnification The Chapter shall indemnify any and all of its Officers/Directors or former Officers/Directors or any person who may have served at its request or by its election as an Officer/Director 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 an Officer/Director of the Chapter or of such other corporation, except in relation to matters as to which any such Officer or former 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 any bylaw, agreement, vote of members or disinterested Officers/Directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office. 7

8 Article VI. Nominations and Elections Section 1. Chapter Nominations A. A Nominating Committee of 3 members shall typically be elected by the Chapter Board within 90 days prior to election. B. The Nominating Committee shall solicit or accept nominations in written form only, from the Chapter membership and shall nominate candidates for offices to be filled at the Annual General Meeting. C. The Nominating Committee shall have discretion regarding the nominations except where conflicts with the bylaws occur. D. Persons removed from the board, other than due to resignation, shall be ineligible for nomination to any Chapter Board position for a period of 36 months from the date of such removal. E. The Nominating Committee shall ensure eligibility requirements (as indicated in Article V section 1) are met prior to presenting the final slate in the May meeting. F. Nominations for all positions shall close a month prior to election. G. No floor nominations shall be permitted on the day of the election unless the slate has not yet been filled. H. Candidates shall not be permitted to nominate themselves for multiple positions. I. Candidates must be current members of our Chapter. J. Elected candidates shall have consented to serve and shall have completed a Willingness to Serve agreement and Conflict of Interest form. Section 2. Chapter Elections A. All Chapter Officers shall be elected by the membership of the Chapter by ballot, or in the event there is only one candidate for any office, voting on that office may be by voice. B. A member can serve only in one office at a time. C. The Chapter Board shall determine by resolution on other procedures it deems necessary to conduct Chapter elections in a proper, reasonable, non-biased and accurate manner. D. All members present in person shall be eligible to vote at the Annual General Meeting E. For the Offices of President and Vice President the candidate must have served the Chapter in an Officer or Director role in a prior year to be eligible for nomination. Article VII. Chapter Board Section 1. Composition of the Chapter Board A. The Chapter Board shall consist of the officers and directors listed in Article V, Section 1. Section 2. Duties The Chapter Board shall: A. Supervise the affairs and conduct the business of the Chapter between membership meetings B. Make recommendations to the membership C. Perform the duties prescribed in these bylaws and the parliamentary authority adopted by the Chapter D. Be subject to the orders of the membership E. Provide for an independent audit of the financial affairs of the Chapter, annually, and at such other times as it may deem advisable. F. Meet at least every quarter at a time and place determined by the Chapter Board. The Board members are expected to have satisfactory attendance; defined as attending at least 50% of scheduled Board meetings. Poor attendance may be grounds for removal following the 8

9 Removal of an Officer procedures defined in Article V, Section 5. G. Motions will be voted on by voice vote or as specified in Article IV Section 4. If the chair has a problem determining the vote, he or she may call for a roll call vote. Written meeting minutes will be maintained and the minutes of the meeting shall be approved by the Chapter Officers at the next in-person meeting and documented within the meeting minutes. Section 3. Authority The Chapter Board shall have the authority to: A. Expend funds allotted in the approved budget B. Authorize non-budgeted expenditures not to exceed the greater dollar amount of either 50% of the current chapter funds on hand or $25,000 dollars without prior approval of the membership C. Recommend to the Association by an unanimous vote of the Chapter Officers, the termination of membership for any Chapter member who, in the Chapter Board s judgment, has violated the bylaws or who has been guilty of conduct detrimental to the best interests of the Chapter or Association. Such termination by the Association shall be final and shall cancel all rights, interest, or privileges of such members in the services or resources of the Chapter. D. Disburse the Chapter funds. Any disbursement over 10% of the Chapter s funds requires approval from at least two of the five Chapter Officers. E. Create disbursements. No Officer shall create disbursements for him or herself. Section 4. Chapter Board Meetings The Chapter Board shall hold at least one meeting every quarter, at such time and place as it may choose. The Chapter Board shall have the option to hold meetings of the Chapter Board electronically. A conference meeting must be arranged at least 72 hours in advance of the call. Board Motions: In order to expedite the approval process Chapter Officers can issue and vote on a motion via . The Chapter s Secretary will record the motion at hand and its results in the annual Motions Log which will be posted as an addendum to the board minutes of the following Board of Directors meeting. At all meetings of the Chapter Board, the President, if present, shall act as Chairperson. In the absence of the President, the Vice President shall act as the Chairperson. In the absence of the President and the Vice President, the Treasurer will act as the Chairperson. In the absence of the President, Vice President, and the Treasurer, the Secretary will act as the Chairperson. An emergency Chapter Board Meeting can only be called by the President and three Chapter Board Members. In the absence of the President, the Vice President will have the authority to call an emergency meeting with three other Chapter Board Members. Decisions made during emergency Chapter Board Meetings shall be ratified at the next regular Chapter Board Meeting. Section 5. Notification Notice of Chapter Board Meetings shall be given in writing, to each member of the Chapter Board 72 hours in advance of the meeting, and shall be posted electronically to a common group, or as the Chapter Board may otherwise direct. Any failure in delivery of such notices by individual Chapter Board Members shall NOT invalidate the meeting or any action taken or proceedings thereat. Written notice may be waived by unanimous consent of the Chapter Board. Section 6. Quorum 9

10 A majority of the Chapter Board identified as voting members shall constitute a quorum. The Chapter Board consists of Chapter Officers. A quorum is required to conduct a board meeting. Section 7. Action The affirmative vote of the majority of the Chapter Officers present at a meeting at which a quorum is present shall constitute an act of the Chapter Board pertaining to the Voting Board Members. Section 8. Annual Financial Statements The Chapter Board shall ensure that annual financial statements are prepared, approved by the Chapter Officers, presented to the members at the first monthly meeting of the subsequent chapter year, and submitted as part of the Chapter Annual Report to the Association. Section 9. Insurance The Chapter Board shall secure insurance coverage that is deemed necessary to meet the needs of the Chapter. Section 10. Expenses and Compensation Chapter Board members and members of the Committees may receive such reimbursement for expenses as may be determined by the Officers subject to Article VII Section 3. Article VIII. Chapter Committees Standing Committees: Section 1. Program Committee There shall be a Program Committee, which will be chaired by the Director of Programs with the objective of developing and implementing the Chapter training and events for the year. The committee shall assist the Program Director in supporting the Chapters annual training and meeting events. Section 2. Finance Committee There shall be a Finance Committee, which will be chaired by the Vice President, with the objective of overseeing the Treasury function, budgeting, tax return, and annual audit process. The committee shall assist the Treasurer by obtaining an independent annual audit of the Chapter accounts at the close of the fiscal year, and reporting the results to the Chapter Board during the next fiscal year. Section 3. Academic Relations The Academic Relations Committee shall assist the Vice President in building relationships with local higher education institutions to promote awareness of ISACA certifications. Section 4. Membership Committee The Membership Committee shall assist the Membership Director in promoting interest in the Chapter, and in the Association, and conduct an ongoing membership campaign. The Membership Committee shall assist with Corporate Sponsorship activities as appropriate. When requested by the Association, the local Chapter, through its membership committee, shall receive and forward applications for membership to the association. The committee shall also be responsible for enlisting chapter members participation in other chapter committees. Section 5. Education Committee 10

11 The Education Committee shall assist the Director of Education to coordinate ISACA Certification review courses sponsored by the Chapter and promote accreditations to Chapter Membership, as necessary. Section 6. Nominating Committee The Nominating Committee shall be formed per Article VI, Section 1 and shall perform functions as specified in Article VI, Section 1 of these bylaws. Section 7. Special Committees Other committees will be formed at the direction of the Chapter membership or the Chapter Board, as necessary. Article IX. Finances Section 1. Fiscal Year The fiscal year of the Chapter shall run from July 1 thru June 30 unless otherwise established by the Chapter Board. Section 2. Chapter Dues Chapter dues shall be in addition to the Association s dues and are at the discretion of the Chapter. The Chapter Officers shall establish the amount of dues. Article X. Dissolution If dissolution of the Chapter becomes inevitable, 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 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. Amendments Section 1. Changes in Bylaws: These bylaws may be amended at any regular meeting, or any special meeting called for this purpose, subsequent to pre-approval by a majority vote of the Officers, provided such amendment has been preapproved by two-thirds of the total number of Board Members then in Office. Notice of such amendment must be sent with the notice of such meeting at least ten days prior to the day of the meeting. 11

12 Section 2. Annual Review Process: The Chapter Board shall approve all suggested bylaw changes and forward them to the Membership Division of the Association, with changes indicated. The Association Membership Board must give approval to all bylaw changes prior to them being submitted for a vote by chapter membership. The revised Chapter bylaws will be approved, at any regular meeting or annual general 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 to the entire Chapter membership 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 Bylaws have been approved, and will be sent a copy of the approved version of the Bylaws. 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 state requirements. 12