THE INSTITUTE OF INTERNAL AUDITORS, INC. ORANGE COUNTY CHAPTER - - PDF document

THE INSTITUTE OF INTERNAL AUDITORS, INC. ORANGE COUNTY CHAPTER BYLAWS ARTICLE I - NAME This Chapter shall be known as The Institute of Internal Auditors, Orange County Chapter. ARTICLE II - ADHERENCE TO CORPORATE CHARTER & OBJECTIVES The Orange County Chapter is empowered to perform any and all acts which are defined in the Certificate of Incorporation and the Bylaws of The Institute of Internal Auditors, Inc. (The Institute) and shall do nothing which is inconsistent with their provisions and with the pronouncements and resolutions incorporated in the minutes of The Institute meetings and the meetings of the Board of Directors of The Institute. The Orange County Chapter’s objectives are to:

• 1. Provide progress through sharing for the internal audit profession,

members and non-members.

• 2. Advocate and promote the value that internal audit professionals add to

their organizations.

• 3. Provide professional education and development opportunities regularly.
• 4. Disseminate and promote to practitioners, stakeholders, and other

relevant audiences knowledge concerning internal auditing and its appropriate role in control, risk management, and governance.

• 5. Educate practitioners, stakeholders, and other relevant audiences on

best practices in internal auditing.

• 6. Bring together internal auditors to share information and experience.

ARTICLE III – CHAPTER MEMBERSHIP Section 1. The Chapter membership shall consist of those properly admitted to any of the classes of membership, as defined in the Bylaws

• f The Institute and who are located in the Chapter area.

Section 2. Membership in the Chapter shall terminate because of resignation or termination for any of the causes set forth in the Bylaws of The Institute. ARTICLE IV - CHAPTER LEADERSHIP Section 1. The Chapter leadership shall be vested in a Board of Governors. Sectlon 2. The Board of Governors shall be organized as follows:

• a. The elected Chapter officers: a President, one or more Vice

President(s), a Treasurer, and a Secretary. No person may hold more than one office concurrently.

• b. The 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.

• c. The two most recent past Chapter Presidents, not holding

another office in the Chapter and who are still members of the Chapter. ARTICLE V - ELECTION OF BOARD OF GOVERNORS Section 1. Nominations for a seat on the Board of Governors shall be made by the Succession Planning & Nominating Committee (“SPNC”). The SPNC shall submit to the Secretary, at least two (2) months before the annual election, a report identifying one or more nominees for those offices scheduled to be vacated after the current chapter year. Within ten (10) days after receipt, the Secretary shall cause a copy of the SPNC’s report to be distributed to the Board of Governors. The report shall subsequently be published in the Chapter’s official newsletter. Section 2. Active members in good standing, constituting at least 3% of the active membership, may nominate a slate consisting of not more than two nominees for each vacated office. Such nominations must be submitted to the Secretary in writing and must include each member’s signature and printed name, and must be received by the Secretary at least sixty (60) days prior to the annual election. Section 3. Notice of elections – In the official newsletter for the Chapter for February of the election year, The Secretary shall cause to be published in the chapter newsletter a notice of election in the month prior to the election. Such notice will also include the date, time, and location of the March election meeting. Section 4. The election of Officers and Governors of the Chapter shall be held at the March meeting, and those elected shall hold office from June 1 to the following May 31st or until the election of

• successors. The term of office shall also terminate or be

terminated as provided in the Bylaws of The Institute or as provided elsewhere in these Bylaws. Section 5. Officers and Governors shall be elected by a majority vote of members present and voting at the designated Elections meeting. Section 6. Any Officer or Governor may be removed for cause by a two- thirds vote of the Board of Governors (the Board), provided such Officer or Governor shall have been granted an opportunity for a hearing before the Board, if requested by the Officer or Governor being removed. An officer or Governor removed by the Board may be re-elected by the Members and if so re-elected, may not again be removed by the Board for the same offense.

Section 7. If the office of any Officer or Governor shall become vacant by reason of death, resignation or otherwise, except as provided in Section 4 of this article, the Board of Governors is empowered to fill such office for the unexpired term. Section 8. If the membership in The Institute of any Officer or Governor shall for any reason terminate, his office shall automatically become vacant. Section 9. The resignation of any Officer or Governor shall be tendered to the Board of Governors. Section 10. Upon election, the President-elect shall, as soon as feasible, call a meeting of the newly constituted Board of Governors for the purpose of appointment of committee members whose terms are to start on June 1st. At the discretion of the President- Elect, the meeting described above may be by telephone or mail

• r electronic means.

Section 11. Members of the Board of Governors are required to act in a reasonable and informed manner when taking part in board deliberations and activities. Members of the Board are expected to use the same degree of care as an ordinarily prudent person in a like position would believe appropriate under similar

• circumstances. Members of the Board are expected to review

board materials in advance, regularly attend Board and committee meetings, exercise sufficient due diligence to be informed on matters before the Board, and actively participate in board discussions. ARTICLE VI - MEETING OF BOARD OF GOVERNORS Section 1. The Board of Governors shall have the power to fix the time and place for each annual meeting and each special meeting of the Chapter. Section 2. The Board of Governors shall meet at least twice annually, at such times and places as it may elect. A quorum shall consists

• f two-thirds of the Board of Governors Notice of the meetings
• f the Board of Governors shall be communicated in writing by

the Secretary or as the Board may otherwise direct, but no failure or defect of notice shall invalidate the meeting or any business transacted or action taken thereat. Section 3. At all meetings of the Board of Governors the majority vote of all quorum of Governors present and voting will decide all issues except as provided elsewhere in these Bylaws. If a quorum is not present at a meeting, issues may be communicated via email to all Governors and a vote collected via telephone/email with the results recorded in the minutes of the next Board of Governors meeting. Section 4. The Officers and Governors of the Chapter shall receive no salaries or fees for their services. Officers and Governors may be reimbursed for expenses incurred in the performance of their duties subject to approval by the Board of Governors.

ARTICLE VII - DUTIES OF OFFICERS Section 1. The Chapter President shall be the executive head of the Chapter and, when present, shall preside at all meetings of the Chapter and of the Board of Governors.

• a. The President shall be responsible for the enforcement of

the Bylaws of The Institute and those Bylaws of the Chapter and the resolutions and proceedings of the Board of Directors of The Institute and of the Board of Governors of this Chapter.

• b. The President shall keep the Institute of Internal Auditors

and the Board of Governors of this Chapter fully informed of the affairs of the Chapter and shall consult the Institute of Internal Auditors and the Board of Governors of this Chapter, when necessary concerning the business of the Chapter and its activities.

• c. The President of the Chapter shall not serve as an officer

in another professional organization, unless approved by two- thirds of the Board of Governors.

• d. The President, with the assistance of all Committee chairs

and individual members as their roles may warrant, shall prepare and submit an annual budget for collective review and approval by the Board of Governors. Section 2. The Chapter Vice Presidents shall have such duties and powers as may be prescribed by the Board of Governors or delegated by the Chapter President. In the absence or disability of the Chapter President, the highest ranking Vice President available shall perform the duties of the Chapter President. Section 3. The Chapter Treasurer shall establish and maintain financial and operational records and controls in accordance with guidelines prescribed by the Board of Governors. Such guidelines are currently defined in the Orange County Chapter Treasurer's Manual, unless otherwise specified in these Bylaws.

• a. The Treasurer shall maintain the financial records of the

Chapter and receive/disburse Chapter funds as authorized by the Board.

• b. The Treasurer shall prepare periodic reporting for the
• Board. Content, format, and frequency of such reporting to be

defined in the Treasurer's Manual.

• c. The Treasurer shall prepare an annual report of the

Chapter's income and expenses and submit that report for review by an independent group/person (chapter auditor) designated by the Board. The Treasurer shall make available to the chapter auditor all financial records associated with the annual report.

• d. The Treasurer shall ensure that all statutory reporting

required by any governmental unit having jurisdiction over the Chapter is filed in a timely manner. The Treasurer shall ensure that any fees associated with such filings are remitted timely and all necessary documentation associated with the filings is retained in accordance with governmental and/or Chapter records retention policies.

• e. The Treasurer shall safeguard the financial and physical

assets of the Chapter.

• f. The Treasurer shall ensure proper segregation of duties

controls are in place and operating, including but not limited to, oversight by Chapter officials over disbursements of Chapter funds and monthly bank reconciliations prepared/ reviewed by an independent officer of the chapter (Someone with no treasury responsibilities or check signing authority).

• g. The Treasurer shall coordinate the preparation of the annual

chapter budget and obtain Board approval of said budget. The Treasurer shall submit the Board-approved budget to the IIA at the designated time and format specified by the IIA. Section 4. The Chapter Secretary shall perform those duties delegated by the Chapter President or prescribed by the Board of Governors.

• a. The Secretary shall maintain a complete record of membership
• f the Chapter.
• b. The Secretary shall make reports as required by the Board of

Governors or as required by the Institute. The Secretary, or his/her designee, shall attend all meetings of the Board of Governors and shall keep full and complete minutes of the proceedings and of all votes cast thereat.

• c. The Secretary shall notify each Member of the Chapter of all

meetings and shall do any and all other things normally required by a Chapter Secretary to keep the Officers and the Board of Directors of The Institute and the Chapter Board of Governors and Members informed of the affairs of the Chapter.

• d. The Secretary shall deliver to the Board of Governors at the

termination of his term of office, all records, papers, books and documents and all other property of the Chapter which may have come into his possession or may have been compiled or created during his term of office.

• e. The Secretary shall maintain and retain a Corporate Book of

Records and Minutes that contains all the significant

• rganizational documents that serve as legal evidence of
• rganizational activities, meetings, decisions, actions,

including the Corporate Charter (certificate of Incorporation, Articles of Incorporation, and the Bylaws) and the Federal Internal Revenue Service tax-exemption determination letter.

• f. The Secretary shall maintain Corporate Minutes for all Board
• f Governors, Committees, and Officers meetings especially

those with significant decisions impacting the Chapter, including any general membership meetings that include election(s) for Governor(s) and Officer(s).

• g. The Secretary shall retain and preserve information and

records for at least ten (10) years, preferably longer in electronic format. The Board of Governors of the Chapter are tasked with ensuring the best method to preserve and handle information and records by converting hardcopies and documents to create electronic softcopies for storing, archiving, and

• retrieval. The Board of Governors approval is required prior to

the permanent destruction or discarding of any Chapter information and records especially those impacting financials and tax returns.

• h. The Secretary shall ensure that the officer listing on file

with the State of California Secretary of State is appropriately updated. Section 5. If at any meeting of the Chapter or of the Board of Governors, the Chapter President is absent, the next senior ranking

• fficer at the meeting shall chair that meeting, or if all
• fficers are absent, a Governor of the Board of Governors shall

chair that meeting. Section 6. The Board of Governors may authorize the bonding of any or all Chapter Officers as deemed necessary. ARTICLE VIII – COMMITTEES Section 1. There shall be these two standing committees appointed by the Board of Governors:

• a. An Auditing Committee of one Member, who is the independent

auditor and not a member of the Board of Governors.

• b. A Succession Planning & Nominating Committee of three

Members. Section 2. There shall be these standing committees appointed by the Chapter President:

• a. Membership Committee
• b. Employment Committee.
• c. Programs Committee
• d. Registration Committee
• e. Academic Relations Committee
• f. Communications Committee
• g. CAE Outreach Committee
• h. Treasury Oversight Committee

Section 3. There shall be such other committees as may be authorized and directed by the Board of Governors or by the Members in regular

• r special meetings. The Members of such committees are to be

appointed by the President or by the Board of Governors. Section 4. The Chapter President and the Chapter Secretary shall be Members ex-officio of all committees, except the Auditing Committee and the Succession Planning & Nominating Committee. Section 5. Any member of any committee may be removed at the discretion of those appointing such Member, with the exception of the Auditing Committee which requires non-performance and removal by the Board. Section 6. The majority of each committee shall constitute a quorum thereof. AFTICLE IX - MEETINGS OF MEMBERS Section 1. Periodic meetings shall be held throughout the year to conduct the affairs of the Chapter. Section 2. The annual meeting of the Chapter shall be held on or before June 1st each year. Section 3. At all Chapter meetings, a majority vote of Members present and voting will decide all issues except as provided elsewhere in these Bylaws. ARTICLE X - RULES OF PROCEDURE Section 1. The rules of procedure at meetings of the Chapter, of the Board

• f Governors, and of Committees, shall be according to Roberts

Rule of Order, so far as is applicable and when not inconsistent with these Bylaws. Section 2. The rules of procedure may be suspended by two-thirds vote of those present and voting at any meeting. Section 3. Majority constitutes two-thirds of all of the Governors and Officers after quorum is met. For member meetings, majority constitutes two-thirds of the members present during the meeting. ARTICLE XI - INTERPRETATION OF BYLAWS All questions of Interpretation of these Bylaws shall be decided by the Board of Governors of the Chapter. ARTICLE XII - AMENDMENTS TO BYLAWS These Bylaws may be amended or repealed at any regular or special meeting

• f the Chapter Board of Governors by a two-thirds vote of the Board of

Governors, provided that written notice of the proposed change and of the

meeting has been communicated in writing to all Governors at least ten (10) days previous to the date of said meeting. These Bylaws may also be amended or repealed at any regular or special meeting of the Chapter by a two-thirds vote of the members present and voting, provided that a written notice of the proposed changes and the meeting has been communicated in writing to all members of the Chapter at least ten (10) days previous to the date of said meeting. ARTICLE XIII – OBLIGATIONS AND INDEBTEDNESS Section 1. Only the elected Officers or persons authorized by the Board of Governors to act on behalf of the Chapter shall incur any

• bligation or indebtedness in the name of the Chapter.

Authority to incur obligation or indebtedness beyond the elected officers of the chapter will be in writing, limited to specified persons, for a set time frame, and for a specified maximum amount of funds to be obligated. Contracting authorities cannot obligate the Chapter, until contracts are approved by a majority vote of the Board of Governors and payment is authorized or made by the Treasurer. All obligations

• r indebtedness incurred in accordance with the provisions of

these Bylaws shall be incurred solely as Chapter obligations. No personal liability whatever shall attach to or be incurred by any member or Officer of the Chapter by reason of any such Chapter obligations or liability. Section 2. No elected Officer or any other person authorized by the Board

• f Governors to act on behalf of the Chapter shall incur any
• bligation or indebtedness in the name of the Chapter that

would exceed a sum that is one percent (1%)of gross revenues in the preceding fiscal year, without approval of a majority of the Board of Governors, except for expenses related to the Chapter’s official publications, the normal operation of the Chapter and other appropriate purposes determined by a majority

• f the Board of Governors to be for the benefit of the Chapter.

Section 3. Any expenditure or obligation of the Chapter that would exceed a sum that exceeds five (5%) percent of gross revenues of the Chapter in the preceding fiscal year must be approved by a majority of the Board of Governors. Section 4. No elected Officer or any other person authorized to act in behalf of the Chapter shall not incur any obligation or indebtedness in the name of the Chapter which is not for the general benefit of the entire membership of the Chapter nor shall the Board of Directors approve the incurring of any such

• bligation or indebtedness.

Section 5. The incurring of any obligation or indebtedness in the name of the Chapter by any elected Officer or member in contravention

• f these Bylaws shall be an ultra vivres act. The person or

persons responsible for such act or acts shall be personally liable, individually and collectively, to the Chapter in an amount equal to the obligations or indebtedness which the Chapter may be required to pay.

Section 6. Prospective contracts for goods, services or other purchases shall be solicited by competitive bidding to the maximum extent

• practical. The Board of Governors shall determine by majority

vote which contracts with an annual value exceeding 1% of the gross revenues of the previous year shall not be competitively bid. Section 7. The Treasurer, and, if required, other person(s) as designated by the Board of Governors, and who are overseen by the Treasurer, are the Contracting Authorities for the Chapter, as

• utlined in Section 1.