Article I. Name
The name of this organization shall be the Central Indiana Information Systems Audit and Control Association, Inc.

Article II. Purpose and Objectives
The primary purpose of the Association is to promote the education of the individual for the improvement and development of his or her abilities relating to auditing and management consulting in the field of Information Systems audit and control, pursuant to Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

More specifically, the objectives of the Association are (a) to promote the education of and to help expand the knowledge and skills of its members in the inter-related fields of Auditing and Information Systems audit and control; b) to encourage a free exchange of IS audit techniques, approaches and problem solving by its member; (c) to provide adequate communication to keep members abreast of current event in information systems and auditing that can be beneficial to them and their employers; and (d) to communicate to management all IS professions the importance of establishing controls necessary to ensure the effective organization and utilization of IS resources.

Article III. Membership
Membership in this chapter shall be in accordance with Article II of the Association Articles of Incorporation.

Article IV. Finance
Section 1. Fiscal Year
The fiscal year of this chapter shall be the calendar year unless otherwise established by the Board of Directors.

Section 2. Dues
Annual dues for chapter membership shall be as determined by the Board of Directors. Annual International dues shall be those established by the International Board of Directors and shall be paid to the International Treasurer.

Article V. Board of Directors
Section 1. The Board of Directors shall consist of the Officers, the immediate Past Present of this chapter and at least six elective members, all of who shall be elected each year and shall serve until their successors have been elected. Each Officer shall serve no more than two consecutive years in the same office.

Section 2. Vacancies
If the office of any Director, specified in Section 1 of this article, shall become vacant for any cause, a majority of the remaining members of the Board of Directors then in office shall appoint a chapter member to fill the unexpired portion of his or her term.

Section 3. Duties and Responsibilities
The Board of Directors shall be the governing body of this chapter and its actions shall be final, unless otherwise specifically provided by these Bylaws.

The Board of Directors shall provide for an independent audit of the financial affairs of the chapter at least annually, and at such other times as it may deem advisable.

Section 4. Each Director shall serve as chair of such standing committees as may be assigned by the President, and ratified by the Board.

Section 5. Only regular members in good standing shall be eligible to serve on the Board of Directors.

Section 6. Meetings

a. The Board of Directors shall meet at least quarterly at a time and place selected by the Board.

b. Meetings may be called at any time by the President or three members of the Board.

c. For the transaction of business requiring a vote, a majority of the Board of Directors then in office shall constitute a quorum.

d. At all meetings of the Board of Directors, the President, if present, shall act as Chair. In his or her absence, the Chair shall be the Vice President if present. In the absence of both the President and the Vice President, the Secretary shall preside until the election of a Chair pro tem, which should take place immediately. The members of the Board who are present in person shall by majority vote choose one among them to act as Chair for that meeting.

e. Notice of meetings of the Board of Directors shall be given to each Director in writing not less than two days in advance of the meeting or as the Board may otherwise direct, but no failure in delivery of such notices shall invalidate the meeting or any action taken or proceedings thereat. Notice may be waived by unanimous consent of the Directors in writing.

Article VI. Officers and Duties
Section 1. The Officers of the chapter shall be President, Vice President, Secretary, and Treasurer.

Section 2. Duties of the President
The president shall serve a chair of the Board of Directors and shall, in addition, be the chief executive officer of the chapter. He or she shall, subject to the control of the Board of Directors, have supervision, direction and control of the business and affairs of the chapter. He or she shall preside at all meetings of the membership. The President shall be ex officio a member of all committees except the Nominating Committee and shall have the general powers and duties and management usually vested in the office of the President. He or she shall have such other powers and duties as may be prescribed by the Board of Directors or by the Bylaws. The President shall serve as a member of the Regional Chapters President Council.

Section 3. Duties of the Vice President
The Vice President shall report to the President and in the absence or disability of the President, he shall perform all the duties of the President.

Section 4. Treasurer
The Treasurer shall report to the President and shall be responsible for the financial affairs of the chapter, 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. He or she shall have power to receive and to disburse such funds of the chapter, subject to such restrictions as may be imposed by the Board of Directors, as shall be required in the conduct of its affairs and the carrying of its activities.

Section 5. Secretary
The Secretary shall keep the roll of the Membership of the chapter; shall keep minutes of the proceedings at the regular membership and Board of Directors meetings; and shall preserve communications pertaining to the affair of the chapter.

Section 6. Only members in good standing shall be eligible to serve as an officer.

Article VII. Committees
Section 1. Standing Committees shall be: the Membership Committee, the Program Committee, the Publicity and Publications Committees, the Nominating Committee, the Education Committee, and the Audit Committee.

a. The Chair of these Committees shall be appointed by the President and ratified by the Board of Directors.

b. Each Committee Chair shall appoint the members of the committee, subject to the approval of the President

Section 2. The Membership Committee shall report to the President and shall be responsible for promoting interest in the chapter, conducting membership drives, and recommending applicants for membership.

Section 3. The Program Committee shall report to the President and shall be responsible for preparing and recommending the chapter programs for the year, including a schedule of meeting dates, obtaining speakers for all programs, presiding at the speaker's program at each meeting, and maintaining a library of program topics and speakers.

Section 4. The Publicity and Publications Committee shall report to the President and shall be responsible for publicizing all chapter activities during the program year, assisting in publicizing major events and accomplishments of the Association, publishing the chapter newsletter, developing and recommending chapter editorial policies, and soliciting articles for the chapter newsletter.

Section 5. The Nominating Committee shall report to the President and shall be responsible for soliciting suggestions for likely candidates for officers and for the Board of Directors at least sixty (60) days prior to the May meeting.

Section 6. The Education Committee shall report to the President and shall be responsible for making known existing programs of continuing education for members of this chapter. This committee will cooperate with universities, the Association and others to establish course and seminars for members that will be of benefit in their effort to further their professional education.

Section 7. The Audit Committee shall report to the President and shall be responsible for auditing the chapter books at the administrative year-end and at the change of officers, whether the change is by election or vacancy.

Section 8. Other committees may be appointed by the President whenever deemed necessary, subject to the approval of the Board of Directors.

Section 9. The President of this chapter shall be an ex officio member of all committees except the Nominating Committee.

Article VIII. Nominations and Elections
Section 1. Annual elections of all Officers and Directors shall be held at the regular May meeting of the chapter.

Section 2. Nominations

a. The President shall appoint, subject to the approval of the Board of Directors, a Nominating Committee consisting of at least one member. The Nominating Committee shall present, subject to the approval of the Board of Directors, a list of nominations for all Officers and Directors to the membership at the regular May meeting of the chapter.

b. Other nominations may be made from the floor.

Section 3. The Officers and Directors nominated shall be elected by a plurality of the votes of the members present and voting at the meeting.

Section 4. Newly elected Officers and Board members shall be installed at the regular May meeting of each year and shall take office at the beginning of the administrative year, which shall begin on July 1.

Article IX. Meetings
Section 1. This chapter shall hold at least eight (8) regular monthly meetings each year, at a time and place fixed by the Board of Directors.

Section 2. Special meetings may be called by the President, the Board of Directors or the International President of the Information Systems Audit and Control Association, Inc. One calendar week notice shall be given of such special meetings.

Section 3. For the transaction of chapter business requiring a vote, twenty percent of its paid membership shall constitute a quorum

Article X. Parliamentary Authority

All points not specifically covered in the Bylaws shall be governed by the rules contained in Robert's Rules of Order Revised.

Article XI. Amendments

Section 1. These Bylaws may be amended at any regular meeting, or any special meeting called for this purpose by a two-thirds vote of the members present, provided such amendment has been adopted by two-thirds of the total number of Directors then in office. Notice of such amendment must be sent with the notice of such meeting at least ten (10) days prior to the date of the meeting.

Section 2. When, as, and if amendments to the Association Bylaws shall have an effect on this chapter’s Bylaws, such amendments shall automatically become effective for this chapter. Notice in writing shall be sent to the membership.