Download document in Word format

THE INSTITUTE OF INTERNAL AUDITORS

NORTHWEST METRO CHICAGO CHAPTER

 

ARTICLE I - NAME

 

 

This chapter of The Institute of Internal Auditors shall be known as the Northwest Metro Chicago Chapter.

 

 

ARTICLE II - ADHERENCE TO CORPORATE CHARTER

 

The Northwest Metro Chicago 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., and shall do nothing which is inconsistent with the provisions and with the pronouncements and resolutions incorporated in the minutes of The Institute's meetings and those of the Board of       Directors.

 

ARTICLE III - CHAPTER MEMBERSHIP

Section 1.    The chapter membership shall consist of those duly admitted to any of the classes of membership as defined in the Rules of Eligibility and Bylaws of The Institute of Internal Auditors, Inc., and who are located in the chapter's area and any others formerly located in the chapter's area who, by written request, elect to remain affiliated with the chapter.

Section 2.    Membership in the chapter shall terminate on transfer to another chapter or because of resignation or termination for any of the causes set forth in the Bylaws of The Institute of Internal Auditors, Inc.

 

ARTICLE IV - BOARD OF GOVERNORS AND THEIR ELECTION

 

Section 1.    Determining policies of the chapter shall be vested in the Board of Governors.

Section 2.    The Board of Governors shall be constituted as follows:

  a.     The officers of the chapter:  the president, the vice presidents, the treasurer and the secretary.

  b.    One two-year governor for every ten (10) members (limited to a total of not more than twelve (12) governors ) who are to be elected for a period of two years.  One-half of such governors elected are elected every other year and shall be elected to serve for two years. If membership is such as to limit the number of elected governors to fewer than three, elections shall be for the following terms:  one governor for a period of one year; second gover­nor for a period of two years.  Governors elected at the first meeting after the authorization of the chapter may, at the discretion of the Board of Governors, hold office for a period of one (1) full year beyond the unexpired part of the first year in which they were elected.

  c.     The most recent past chapter president who is not holding another office in the chapter and who is still a member therein.

 

Section 3.    The Nominating Committee shall make nominations. A slate of officers will be published by the nominating committee at least 30 days prior to the Annual Members Meeting.  In addition, nominations may be made from the floor.

 

Section 4.    Governors of the chapter shall be elected each year and shall hold office until the election of successors unless the term of office terminates or is terminated as provided in the Bylaws of The Institute of Internal Auditors, Inc., or as provided in the Bylaws of the Northwest Metro Chicago Chapter.

 

Section 5.    Governors shall be elected by a majority vote of members present during the Annual Members meeting.

 

Section 6.    A governor may be removed by a two-thirds vote of the Board provided such governor was granted an opportunity for a hearing before the Board.  The Board shall also call a special meeting of the chapter to be held within thirty (30) days from the date of having taken such action.  At this special meeting, the Board shall make a full and complete report of the action taken in removing the governor or gover­nors along with the reasons.  At the meeting, the office(s) made vacant shall be filled.  A governor removed by the Board may be re-­elected by the members and, if re-elected, may not again be removed for the same offense.  Any governor may be removed by a two thirds vote of the members of the chapter present at any duly held meeting pro­vided notice of such proposed action was incorporated in the notice for the meeting.  Such notice shall be emailed to the chapter members by the chapter secretary upon written petition of one-fifth of the members.

 

Section 7.    If the office of any governor shall become vacant by reason of death, resignation, or otherwise, except as provided in Section 6 of this article, the Board of Governors is empowered to fill this office for the unexpired term.  The President shall take all necessary and appropriate actions to identify potential candidates to fill the vacated office. Once appropriate candidates have been identified, the President will present them to the Board of Governors who will, by majority vote, appoint a Governor to serve until the next regular election. 

 

                   The membership will consider this officein the next Annual Members meeting, electing a governor to fulfill the vacated office’sremaining term.

 

Section 8.    If a governor's IIA membership terminates for any reason, the office shall automatically become vacant.

 

Section 9.    The resignation of any governor shall be tendered to the Board and may be acted on at any regular or special meeting of the Board.

 

Section 10.  The Board of Governors shall have the power to fix the time and place for each annual meeting and every special meeting of the chapter.

 

Section 11.  The Board of Governors shall meet at least twice annually as such may elect.  A minimum of 6 members of the Board of Governors shall constitute a quorum at all Board meetings during the year.  At this meeting, at least half of the Board members must be present to vote.  Notice of the meetings of the Board of Governors shall be emailed 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 12.  At all meetings of the Board of Governors, the majority vote of the governors present to vote will decide all issues except as provided elsewhere in these Bylaws.

 

Section 13.  The governors of the chapter shall receive no salaries or fees for their services.  Governors may be reimbursed for expenses incurred in the performance of their duties, subject to approval by the Board.

 

 

ARTICLE V - OFFICERS AND THEIR ELECTION

 

Section 1.    The elective officers shall be a president, vice president programs, vice president communications and administration, vice president membership, a secretary and a treasurer.  No person shall hold more than one office at a time.

 

Section 2.    Nominations shall be made by the Nominating Committee and, in addition, may be made from the floor. A slate of Officers will be published by the nominating committee at least 30 days prior to the Annual Members meeting.

 

Section 3.    Officers of the chapter shall be elected each May and shall assume their duties as of June 1 each year.  They shall hold office until the election of successors unless the term of office terminates or is terminated as provided in the Bylaws of The Institute of Internal Auditors, Inc., or as provided in the Bylaws of the Northwest Metro Chicago Chapter.

 

Section 4.    Officers shall be elected by a majority vote of members present at a meeting called for this purpose.

 

Section 5.    An officer may be removed for cause by a two-thirds vote of the Board of Governors provided this officer was granted an opportunity for a hearing before the Board.

 

                   The Board shall call a special meeting of the chapter to be held thirty (30) days from the date when any such removal is voted.  At this special meeting, the office(s) made vacant shall be filled.  The officer removed by the Board may be re-elected by the members.  If re-­elected, the officer may not be removed by the governors for the same offense.  An officer may be removed by a two-thirds vote of the mem­bers present at any duly held meeting of the chapter provided a notice of such proposed action was incorporated in the notice for the meeting.  This notice shall be emailed to the members by the secretary upon written petition of one-fifth of the members.

 

Section 6.    If vacancy occurs in any office by reason of death, resignation, or otherwise, except as provided in Section 5 of this article, the Board of Governors is empowered to fill such office for the unexpired term.  The President shall take all necessary and appropriate actions to identify potential candidates to fill the vacated office. Once appropriate candidates have been identified, the President will present them to the Board of Governors who will, by majority vote, appoint an officer to serve until the next regular election. 

 

Section 7.    All officers are eligible for re-election for two consecutive terms. All officer terms are for one year.

 

Section 8.    If an officer's membership in The Institute of Internal Auditors, Inc., terminates for any reason, the office shall automatically become vacant.

 

Section 9.    An officer's resignation shall be tendered to the Board of Governors and may be acted on at any regular or special Board meeting.

 

 

ARTICLE VI - DUTIES OF OFFICERS

 

Section 1.    The chapter's president is the executive head of the chapter. The duties and responsibilities of the president shall include, but not necessarily be limited to, the following:

 

1. To be the main point of contact between the Chapter and the global headquarters.
2. To preside at all meetings of the Chapter, the Board of Governors, and the Nominating Committee.
3. To enforce the Bylaws of both The Institute of Internal Auditors and the Chapter.
4. To appoint all Chapter committee chairpersons and committee members, except as limited by the Chapter Bylaws.
5. To establish Chapter goals based on input from other officers and commit­tee chairpersons.
6. To identify and implement services for Chapter members in order to better serve the needs of the membership.
7. To identity future leaders for local and international positions and ensure a succession plan.

 

Section 2.   The chapter's vice president programs shall have such duties and powers as may be prescribed by the Board of Governors or delegated by the chapter's president.  The duties and responsibilities of the vice president shall include, but not necessarily be limited to, the following:

 

1. To perform the duties of the president in case of the absence or disabi­lity of the president.
2. To manage the activities of those committees reporting to the vice presi­dent.
3. To advise and assist the president in staffing committees.
4. To assume primary responsibility for education programs, including coor­dination of Chapter events such as meetings, pre-meeting seminars, seminars and conferences.
5. To perform other duties as may be assigned by the president.

The Vice President of Programs has direct responsibility over:

• Training Programs
• General Membership Meetings
• Annual Meeting
• Directors Forums

Section 3.   The chapter's vice president communications and administration shall have such duties and powers as may be prescribed by the Board of Governors or delegated by the chapter's president.  The duties and responsibilities of the Vice President of Communications and Administration shall include, but not necessarily be limited to, the following:

 

1. To perform the duties of the president in case of the absence or disabi­lity of the Chapter President.
2. To assume primary responsibility for and to manage the activities of the individuals and committees fulfilling the tasks noted below and reporting to the Chapter Presi­dent and the Board of Governors
3. To advise and assist the Chapter President in staffing committees.
4. To perform other duties as may be assigned by the Chapter President.

 

The Vice President of Communications and Administration has direct responsibility to oversee:

• Certifications
• Meeting Registrations
• Web articles/newsletter
• CPE
• CAP Program
• Annual Survey

 

Section 4.   The chapter's vice president membership shall have such duties and powers as may be prescribed by the Board of Governors or delegated by the chapter's president.  The duties and responsibilities of the vice president shall include, but not be limited to the following:

 

1. To perform the duties of the president in case of the absence or disabi­lity of the president.
2. To manage the activities of those committees reporting to the vice presi­dent.
3. To advise and assist the president in staffing committees.
4. To assume primary responsibility for education programs, including coor­dination of Chapter events such as meetings, pre-meeting seminars, seminars and conferences.
5. To perform other duties as may be assigned by the president.

 

The Vice President of Membership had direct responsibility for:

• Members, New and Existing, Recruiting and Retention
  • Large Company
  • Small/Medium Size Companies
  • Students
• Networking opportunities/Socials
• University Partnerships
• Scholarships

 

Section 5.    The chapter's treasurer shall be charged with the custody of the funds of the chapter and their proper disbursement under the rules prescribed by the Board of Governors.  The  duties and responsibilities of the treasurer shall include, but not necessarily be limited to, the following:

 

1. To maintain the financial records of the Chapter and to receive and dis­burse Chapter funds as authorized by the Board of Governors.
2. To prepare preliminary budget based on input from committees for sub­mission for approval to the Board of Governors.
3. To prepare monthly financial reports with comparative budget figures for presentation to the Board of Governors.
4. To make financial records available to Chapter auditor and submit audited financial reports to The IIA as required.
5. To ensure a sound financial plan and invest excess Chapter funds.
6. To file required financial documents with the appropriate legal entities or taxing authorities such as the United States Internal Revenue Service.

 

Section 6.     The chapter's secretary shall perform those duties delegated by the chapter's president or prescribed by the Board of Governors.  The duties and responsibilities of the secretary shall include, but not necessarily be limited to, the following:

 

1. To prepare, publish, and maintain all minutes of meetings of the Board of Governors and the Chapter.
2. To maintain Chapter memberships records.
3. To coordinate publication and mailing lists for meeting notices, newslet­ters, and directory.
4. To establish communication flow concerning Chapter member issues among all committees.
5. To notify members of all Chapter events.
6. To perform as corresponding secretary for the Chapter.

 

 

Section 7.    If the president is absent from any meeting of the chapter or of the Board of Governors, and no one authorized to perform his duties is present or if the secretary is absent, a chairman or secretary pro tem or both as may be needed shall be appointed by a majority vote of the members present.

 

Section 8.    The officers of the chapter shall receive no salaries for their ser­vices except the secretary whenever the Board of Governors so directs.  Officers may be reimbursed for their expenses incurred in the perfor­mance of their duties subject to such approval as may be determined by the Board of Governors.

 

 

ARTICLE VII - COMMITTEES

 

 

Section 1.    There shall be these standing committees appointed by the Board of Governors:

 

                   a.  An Audit Committee of one member, not an officer or governor and will report to the Board of Governors.

 

                   b.  A Nominating Committee consisting of the president and at least (5) members.  Other than the president, this committee shall not contain a majority of members who are also represented on the Board of Governors.  This committee shall be appointed by the Board of Governors.

 

 

 

ARTICLE VIII - ANNUAL MEMBER MEETING

 

Section 1.    The May meeting of chapter members of each year shall be considered the annual meeting for the conduct of required business.  Said meeting shall be convened on or before the 30th day of that month.

 

Section 2.    The chapter year is the fiscal year beginning June 1.  The officers elected at each annual meeting shall assume office on June 1 following their election with terms ending the following May 31st.

 

 

ARTICLE IX - CHAPTER MEETINGS

 

Section 1.    There shall be at least four member meetings each chapter year, except the Board of Governors may authorize individual cancellations or post­ponements when circumstances dictate.  Social activities, if open to all members, may be considered Chapter meetings.

 

Section 2.    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 - AMENDMENTS TO BYLAWS

 

These Bylaws may be amended at any regular or special meeting of the Chapter by two-thirds vote of members present and voting, provided that written notice of the proposed change and of the meeting has been emailed at least ten days previous to the date of said meeting.

 

 

ARTICLE XI - DISSOLUTION

 

          The chapter shall use its funds only to accomplish the objectives and purposes specified in these Bylaws.  No part of said funds shall inure, or be distributed to the members of the chapter.  On dissolution of the chapter, any funds remaining shall be forwarded to Institute headquarters.