This Chapter shall be known as the Northern California – East Bay Chapter.

The Northern California - East Bay Chapter is formed as an independent professional association under the sponsorship of the Institute of Internal Auditors, Inc., 249 Maitland Avenue, Altamonte Springs, Florida 32701.

The Northern California - East Bay Chapter of the Institute of Internal Auditors, Inc. is formed for the following purposes:

1. to bring together auditors and accountants from industry, government and educational institutions to exchange knowledge, ideas and experiences;
2. to promote the practice and profession of internal auditing among its members, the business community, and colleges and universities;
3. to provide members with training in various aspects of auditing and keep them up to date on developments affecting the profession; and
4. to foster applicable technical articles and research projects.

These purposes are achieved through monthly meetings of members and guests and special projects undertaken by the chapter’s various committees.

Section 1.

The Chapter membership, hereinafter called "members," shall consist of those duly admitted to any of the classes of membership, as defined by The Institute of Internal Auditors, Inc. Chapter members are also members of The Institute of Internal Auditors, Inc.

Section 2.

Membership in the Chapter shall cease and terminate on notice of application to transfer membership to another chapter, or resignation, or for any of the causes set forth in the Bylaws of The Institute of Internal Auditors, Inc.

Section 3.

Applications for any class of Institute membership shall be reviewed by the Chapter Membership Committee and shall be forwarded to the Institute of Internal Auditors, Inc.

 

Article iv

Board of Governors and Their Election

Section 1.

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

Section 2.

The Board of Governors shall be constituted as follows:

1. The officers of the Chapter: The Chapter President, the two Chapter Vice Presidents, the Chapter Treasurer, the Chapter Assistant Treasurer, and the Chapter Secretary.

1. A maximum of twelve Governors, the number not to exceed one Governor per ten Chapter members, to be elected to serve for a period of three years, one-third retiring each year.
3. The two most recent past Chapter Presidents, not holding other office in the Chapter and who are still members of the Chapter.

Section 3.

The Nominating Committee shall make nominations and, in addition, nominations may be made from the floor. The Chapter Secretary shall include a copy of the Nominating Committee’s report in the notice of the Chapter meeting at which Governors and Officers will be elected.

Section 4.

Governors and Officers of the Chapter shall be elected at an annual meeting of members and shall hold office as provided elsewhere in these Bylaws of the Northern California - East Bay Chapter. Notification of the election and of the meetings shall be mailed to the members at least ten days prior o the date of the meeting.

Section 5.

Governors and Officers shall be elected by majority vote of members present and voting at the meeting at which such an election is held. Governors and Officers shall take office as of June 1 in the year elected.

Section 6.

Any Governor or Officer may be removed for a cause by two-thirds vote of the Board of Governors present and voting at a special meeting called for such purpose, provided such Governor or Officer shall have been granted an opportunity for a hearing before the Board.

Section 7.

If the office of Governor or Officer becomes vacant for any reason, the Board of Governors is empowered to fill such office for the unexpired term.

Section 8.

If the membership in the Institute of Internal Auditors, Inc. of any Governor or Officer shall for any reason terminate, that office shall automatically become vacant.

Section 9.

The resignation of any Governor or Officer 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 regular and special meeting of the Chapter. The Chapter fiscal year runs June 1 through May 31 of the following calendar year.

Section 11.

The Board of Governors shall meet at least twice annually, at such times and places as it may elect. Notice of the meetings of the Board of Governors shall be mailed 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 thereof. A quorum of at least one-third of the elected Governors and Officers plus one must be present to constitute an official meeting of the Board.

Section 12.

At all meetings of the Board of Governors the majority vote of Governors present and voting will decide all issues and questions except as provided elsewhere in these Bylaws.

Section 13.

The Governors and Officers of the Chapter shall receive no salaries or fees for their services. The Board of Governors may reimburse Governors and Officers for expenses incurred in the performance of their duties with prior approval.

Article V

Officers and Their Election

Section 1.

The Chapter President is 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 is responsible for the enforcement of these Bylaws and the resolutions of the Chapter Board of Governors. The President shall keep the Institute of Internal Auditors, Inc., the appropriate IIA District Representative, and the Chapter Board of Governors fully informed of the affairs of the Chapter and shall consult with these parties when necessary concerning the business of the Chapter and its activities.

Section 2.

The Chapter Vice President of Programs has responsibility for the program and arrangements for all regular monthly Chapter meetings. In the absence of the Chapter President, the Chapter Vice President of Programs shall perform the duties of the Chapter President. The Chapter Vice President of Programs may have other duties and responsibilities as described by the Board of Governors or delegated by the Chapter President.

Section 3.

The Chapter Vice President of Seminars has responsibility for Chapter seminars. In the absence of the Chapter President and the Vice President of Programs, the Vice President of Seminars shall perform the duties of the Chapter President. The Chapter Vice President of Seminars may have other duties and responsibilities as prescribed by the Board of Governors or delegated by the Chapter President.

Section 4.

The Chapter Treasurer has responsibility for the custody of the funds of the Chapter and their proper disbursement, under rules prescribed by the Board of Governors. The Treasurer shall make periodic reports as required by the Institute of Internal Auditors, Inc. and the Board of Governors. The Chapter Treasurer is also responsible for constructing the annual budget, keeping accurate and complete financial records of the Chapter, and maintaining the Chapter banking relationship.

The Chapter Treasurer may have other duties and responsibilities as prescribed by the Board of Governors or delegated by the Chapter President. The Chapter Treasurer is assisted by the Chapter Assistant Treasurer as the Chapter Treasurer sees fit.

Section 5.

The Chapter Secretary is responsible for maintaining the records of Chapter membership, Chapter correspondence and Chapter history. The Secretary shall make reports as required by the Board of Governors and the Institute of Internal Auditors, Inc.

The Secretary is responsible for notifying Chapter members of all Chapter and Board meetings.

The Secretary is also responsible for taking and maintaining minutes for the Board of Governors and other meetings as directed by the Chapter President. The Chapter Secretary may have other duties and responsibilities as prescribed by the Board of Governors or delegated by the Chapter President.

 

Section 1.

There shall be these standing committees:

1. An Audit Committee of at least one Member, who is a Certified Internal Auditor or CPA and who is not an Officer or Governor, whose duties shall be to audit the Chapter financial records and to submit an audit report, addressed to the Board of Governors. The Board of Governors appoints the Audit Committee.
2. A Nominating Committee of three members appointed by the Board of Governors. The Nominating Committee shall consist of the Chapter President and at least one member-at- large who is not a member of the Board of Governors. The Nominating Committee’s duties shall be to recommend a list of willing and able candidates for Chapter offices to the Chapter Secretary at least three weeks prior to any election meeting.

Section 2.

There may be other committees as authorized by the Board of Governors or Chapter President. The chairman and members of such committees shall be appointed by the Chapter President and ratified by the Board of Governors, and they shall have such duties as prescribed by the creating authority.

Section 3.

The Chapter President and the Chapter Secretary shall be members ex officio of all committees, except the Audit and Nominating Committee.

Section 4.

Any member of any committee may be removed at the discretion of those appointing such member.

Section 5.

A majority of each committee shall constitute a quorum.

Section 6.

The Board of Governors may appoint committees to carry on the activities of the Chapter. Such committees shall not be inconsistent in their purpose with the objectives of the Institute of Internal Auditors, Inc.

Section 1.

The rules of procedure at meetings of the Chapter members, of the Board of Governors, and of Committees, shall be according to Robert’s Rules 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 the members present and voting at any meeting.

These Bylaws may be amended or repealed at any regular or special meeting of the Chapter members by a two-thirds vote of members present and voting, provided that written notice of the proposed change and of the meeting was mailed at least ten days prior to the date of the meeting.

Amended September 1999