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 of 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 1 st . At the discretion of the President- Elect, the meeting described above may be by telephone or mail or 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 of two-thirds of the Board of Governors Notice of the meetings of 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.
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