ARTICLE I - NAME

This Chapter shall be known as the Institute of Internal Auditors, Inc., San Francisco Area Chapter.

ARTICLE II - ADHERENCE TO CORPORATE CHAPTER

The San Francisco Area 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 their provisions and with the pronouncements and resolutions incorporated in the minutes of the Institute meetings and the meetings 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 Bylaws of the Institute of Internal Auditors, Inc. and who are located in the Chapter area, and any others not located in the Chapter area who elect to become affiliated with the Chapter.

Section 2.

Membership in the Chapter shall cease and terminate on transfer to another Chapter area 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.

The determination of the policies of the Chapter shall be vested in a Board of Governors.

Section 2.

The Board of Governors shall be constituted as follows:

(a) The Officers of the Chapter: the Chapter President, the Chapter vice president, the Chapter and Vice President, the Chapter Treasurer and the Chapter Secretary.

(b)  One three a year Governor for each ten (10) members (not including Associates), 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, except that one third of such Governors elected in the first year shall be elected to serve for two years. If the number of elected Governors is not evenly divisible by three, the excess over an even division shall be, where applicable, one (1) elected for a one year term and one (1) elected for a two year term.

If membership is such as to limit the number of elected governors to less than three, then 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 Directors, 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 two most recent past Chapter Presidents, not holding other office in the Chapter and who are still members of the Chapter.

Section 3.

Nominations shall be made by the Nominating Committee and, in addition, nominations may be made from the floor.

Section 4.

Governors of the Chapter shall be elected by oral or written ballot no later than May 31 of each year and shall hold office from June 1, unless the term of office shall terminate or be terminated as provided in the Bylaws of the Institute of Internal Auditors, Inc. or as provided elsewhere in these Bylaws of the San Francisco Area Chapter.

Section 5.

Governors shall be elected by a majority vote of members present and voting at a meeting at which such an election is held.

Section 6.

Any Governor may be removed for a cause by a two­-thirds vote of the Board, provided such Governor shall have been granted an opportunity for a hearing before the Board. The Board shall call a special meeting of the Chapter to be held within thirty (30) days from, the date when, any such removal shall be voted. At such special meeting, the Board shall make a full and complete report of the action taken in removing the Governor or Governors and the reason for such action. At such meeting, the office or officers made vacant by such action of the Board shall be filled. A 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. 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 shall have been incorporated in the notice for the meeting. Such notice shall be mailed to the Chapter Members by the Chapter Secretary upon written petition of one - fifth (1/5) of the Members.

Section 7.

If the office of any Governors 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 such office for the unexpired term.

Section 8.

If the membership in the Institute of any Governor shall for any reason terminate, that Governor's office shall automatically become vacant.

Section 9

The resignation of any Governor shall be tendered to the Board of Governors 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 Chapter meeting and each special chapter meeting.

Section 11.

The Board of Governors shall meet at least three times annually, at such times and places as it may elect. As soon as possible after June I of each year, the Board of. Governors shall meet and determine the number of Governors who shall constitute a quorum at all Board meetings in the Chapter year. At this meeting, at least half of the Board Members must be present and voting. Notice of the meeting of the Board of Governors shall be mailed by the Secretary or as the Board may otherwise direct, but no failure or defeat 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 Governors present and voting 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 such approval as may be determined by the Board of Governors.

ARTICLE V OFFICERS AND THEIR ELECTION

Section 1.

The elective officers shall be a Chapter President, Chapter Vice President, Chapter 2nd Vice President, Chapter Secretary and a Chapter 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.

Section 3.

Officers of the Chapter shall be elected by oral or written ballot no later than May 31 of each year, and shall hold office from June 1 until May 31 of the succeeding year, unless the term of office shall terminate or be terminated as provided in the Bylaws of the institute of Internal Auditors, Inc., or as provided elsewhere in these By-laws of the San Francisco Area Chapter.

Section 4.

Officers shall be elected by a majority vote of members present and voting at a meeting at which such election is held.

Section 5.

Any officer may be removed for cause by a two­-thirds vote of the Board of Governors, provided such officer shall have been granted an opportunity for a hearing before the Board.

The Board shall call a special meeting of the Chapter to be held within thirty (30) days from the date when any such removal shall be voted. As such special meeting, the office or offices made vacant by such action of the Board shall be filled. The officer removed by the Board may be re-elected by the members and, if so re-elected, may not again be removed by the Governors for the same offense.  Any officer may be removed by a two-thirds (2/3) vote of the Members present at any duly held meeting of the chapter, provided notice of such proposed action shall have been incorporated in the notice for the meeting. Such notice shall be mailed to the members by the secretary upon written petition of one-fifth (1/5) of the members.

Section 6.

If any vacancy shall occur in any office by reason of death, resignation or otherwise, except as provided in Section 5 of this article, the Board of Governors in empowered to fill such office for the unexpired term of the office so vacated.

Section 7.

Officers shall be eligible for re-election.

Section 8.

If the membership in the institute of any officer shall for any reason terminate, that office shall automatically become vacant.

Section 9.

Any resignation of any officer shall be tendered to the Board of Governors and may be acted on at any regular or special meeting of the Board.

ARTICLE VI 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. The President shall be responsible for the enforcement of the Bylaws of the Institute of Internal Auditors, Inc. and these Bylaws of the Chapter and the resolutions and proceedings of the Board of Directors and of the Board of Governors. The President shall keep the President and the Hoard of Directors of the Institute and the Board of Governors of the Chapter fully informed of the affairs of the Chapter and shall consult the president and the Board of Directors of the Institute and the Board of Governors of the chapter, when necessary, concerning the business of the Chapter and its activities. At the termination of the President's term of office, the Chapter President shall turn over to the Board of Governors all records, papers, books and documents, and all other property of the Chapter which may have come into the President's possession or may have been compiled or created during the President's term of office.

Section 2.

The Chapter Vice President shall have such duties and powers as may be prescribed by the Hoard of Governors or delegated by the Chapter President. In the absence or disability of the Chapter President, the Vice President shall perform the duties of the Chapter President. At the termination of the Vice President's term of office, the Chapter Vice President shall turn over to the Board of Governors all records, papers, books and documents, and all other property of the Chapter which may have come into the vice President's possession or may have been compiled or created during the Vice President's term of office.

Section 3.

The Chapter 2nd Vice President shall have such of Governors or delegated by the Chapter President. At the termination of the 2nd Vice President's term of office, the Chapter 2nd Vice President shall turn over to the Board of Governors all records, papers, books and documents, and all other property of the Chapter which may have come into the 2^nd Vice President's possession or may have been compiled or created during the 2nd Vice President's term of office.

Section 4.

The Chapter Treasurer shall be charged with the custody of and the accounting for the funds of the Chapter and their proper disbursement, under any rules prescribed by the Board of Governors. The Treasurer shall make periodic reports as required by the Treasurer of the Institute and any other reports which the Board of Governors may require. The Chapter Treasurer shall be the disbursing officer of the Chapter. Unless specifically authorized by the international organization, the Treasurer shall not have the authority to receive monies for application fees and dues which authority is reserved to the international office of the Institute. The Board of Governors of the Chapter may authorize the bonding of the Chapter Treasurer. At the termination of the Chapter Treasurer's term of office, the Treasurer shall turn over to the Board of Governors all funds, records, papers, books and documents, and all other property of the chapter having to do with the financial or other transactions or business of the chapter which may have come into the Treasurer's possession or may have been compiled or created during the Treasurer's term of office.

Section 5.

The Chapter Secretary shall perform those duties delegated by the Chapter President or prescribed by the Board of Governors. Chapter membership records and minutes of Chapter proceedings shall be kept under the Secretary's jurisdiction. The Secretary shall make reports as required by the Board of Governors or as required by the Secretary of the Institute. 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 Board of Governors and the chapter officers and. Members informed of the affairs of the Chapter. The Board of Governors may authorize the bonding of the Chapter Secretary. At the termination of the Secretary's term of office, the Secretary shall turn over to the Board of Governors all records, papers, books and documents, and all other property of the Chapter which may have come into the Secretary's possession or may have been compiled or created during the Secretary's term of office.

Section 6.

If at any meeting of the Chapter or of the Board of Governors, the Chapter President be absent, the President's duties shall be performed by one of the elected officers present in the following order of precedence: vice President, 2nd Vice President, Secretary, Treasurer. If necessary, an acting secretary shall be appointed. If no officer is present, then a Chairman and Secretary shall be appointed by a majority vote of the members present and voting.

Section 7.

The Officers of the Chapter shall receive no salaries for their service. Officers may be reimbursed for their expenses incurred in the performance of their duties to the extent such expenses were included in approved budget. Unbudgeted expenses require the approval of the Board of Governors.

ARTICLE VII COMMITTEES

Section 1.

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