Table of Contents Page

G. COMMON SEAL 8

H. COMMITTEES 8

(1) Establishment

(2) Membership

Table of Contents Page

I. NOMINATIONS AND ELECTIONS 8

(1) Elections

(2) Nominations

(3) Voting

(4) Management Committee Members

J. MEETINGS 9

(1) Annual General Meeting

(2) Special General Meetings

(3) Notice of Meeting

(4) Quorum

(5) Voting

(6) Technical Meetings

(7) Committee Meetings

(8) Other Meetings

(9) Meeting Procedures

K. FINANCE 10

L. CONSTITUTION 12

(1) Amendments

(2) Notice of Amendments

(3) Voting

(4) Copies of this Constitution

M. WINDING UP 13

A. NAME

The name of this organisation shall be the Information Systems Audit and Control Association (ISACA Wellington) Incorporated (hereinafter referred to as "the Chapter").

B. REGISTERED OFFICE

In accordance with Section 18 of the Incorporated Societies Act 1908 the Chapter shall have a registered office (which shall be at Wellington) to which all communications may be addressed and notice of the situation of that office and of any change therein shall be given to the Registrar as provided by the Act.

C. PURPOSE AND OBJECTIVES

(1) The purpose and objectives of the Chapter are:

(a) to promote the education of and help expand the knowledge and skills of its members in the inter-related fields of Auditing and Electronic Data Processing;

(b) to encourage a free exchange of ISACA audit techniques, approaches and problem solving by its members;

(c) to provide adequate communication to keep members abreast of current events in ISACA and auditing which can be beneficial to them and their employers; and

(d) to communicate to management, systems and ISACA professionals the importance of establishing controls necessary to ensure the integrity of data and the effective organisation and utilisation of data processing resources.

(2) In pursuance of the objectives the Chapter may:

(a) establish bursaries or scholarships for educational purposes and to furnish and award competitive prizes for suggestions, essays or otherwise tending to further interest in and to promulgate the objectives of the Chapter;

(b) enter into any amalgamation affiliation fusion or alliance with or cooperate or make any arrangement for the amalgamation or cooperation in the whole or in part with any association having objects altogether or in part similar to any of those of this Chapter provided that this Chapter shall not enter in any amalgamation or fusion with an association as aforesaid unless such association prohibits the payment or transfer directly or indirectly of its income or property or any part thereof by way of dividend bonus or otherwise howsoever by way of profit to its members;

(c) raise or borrow money in such manner and upon such security (if any) and in particular upon the security of any mortgage or mortgages charge or charges of all or any part of the Chapter's property assets and rights (both present and future) or by issue of debentures charges or not upon all or any part of the Chapter's property assets and rights (both present and future) and generally with such rights and upon such terms and conditions in all respects and to purchase redeem or payoff any such securities and reissue same;

(d) affiliate or act in conjunction with similar associations throughout the world and to appoint representatives to any such association;

(e) provide suitable premises for meetings and carrying on the work of and for the purpose of carrying into effect the objects of the chapter and to employ and dismiss servants and agents;

(g) sell improve maintain manage exchange lease mortgage dispose of turn to account or otherwise deal with all or part of the property assets and rights of the Chapter;

(h) give guarantees, bonds and indemnities and to make draw accept endorse discount execute and issue promissory notes bills of exchange drafts debentures and all or any negotiable or transferable instruments;

(i) take or otherwise acquire or hold shares in any other Association or Company or Corporation having objects altogether or in part similar to those of this Chapter or carrying on any business of whatsoever nature so as to further directly or indirectly the objects for which this Chapter is established.

D. MEMBERSHIP

(1) Eligibility

Any person interested in the purposes and objectives of the Chapter as stated in Section C may become a member of the Chapter upon:

(a) completion of the application form for membership of the Chapter; and

(b) acceptance of application for membership by the Management Committee; and

(c) payment to the Chapter of the appropriate membership fees, subscriptions and levies as set out elsewhere in this Constitution.

(2) Classes of Membership

The Management Committee at their discretion, may provide for other classes of Chapter membership. [amended February 2001]

(3) Transfer of Membership

Individual membership in the Association is transferable from another Chapter subject to payment of any subscription as determined by the Management Committee.

[amended February 2001]

(4) Resignation

Any member may resign at any time, but such resignation shall not relieve the resigning individual from the payment of dues for the expired portion of the current fiscal year or give any right to rebate of dues paid or any right to a pro rata or other share of the assets of the Chapter. All resignations shall be in writing.

(5) Chapter Expulsion

The Management Committee, at any meeting at which a quorum is present may, by two thirds vote of those present, terminate the membership of any member who has been guilty of conduct detrimental to the best interests of the Association. Such action by the Management Committee shall cancel all rights, interests or privileges of such member in the services or resources of the Chapter. ISACA International will be notified of such action in order that the ISACA Board can consider similar action. [amended February 2001]

(6) Termination

Membership shall be terminated by resolution of the Management Committee if payment of the annual Chapter subscriptions or additional levies as established under section K(8), have not been received by the Treasurer of the Chapter before the end of the second month following the month of the general meeting at which such subscriptions or levies were determined.

(7) Rights of Members

A member shall be entitled to:

(a) attend and vote at all general meetings of the Chapter;

(b) attend all technical meetings of the Chapter subject to the rules of such meetings;

(c) offer themselves for election to the Management Committee;

(d) offer themselves for membership of any committee of the Chapter.

(8) Duties of Members

A member shall have a duty to uphold and observe the constitution of the Chapter and to conform to all lawful and ethical resolutions of the Management Committee and of the Chapter.

(9) Register of Members

The Chapter shall keep a register of its members containing the names, addresses and occupations of those members and the dates at which they became members. The Chapter shall from time to time when required by the Registrar of Incorporated Societies, provide a list of the names, addresses and occupations of its members accompanied by a statutory declaration verifying that list and made by the President or Secretary of the Chapter.

E. OFFICERS AND DUTIES

(1) Officers

The Officers of the Chapter shall be President, Vice President, Secretary and Treasurer.

(2) Duties of the President

The President shall serve as chairperson of the Management Committee and shall, subject to the control of the Management Committee, have supervision, direction, and control of the business and affairs of the Chapter.

The President shall preside at all meetings of the membership and shall be ex-officio a member of all committees.

(3) Duties of the Vice President

In the absence of or disability of the President, the Vice President shall have all the powers and shall perform all the duties of the President.

(4) Duties of the Treasurer

The Treasurer shall be responsible for the financial affairs of the Chapter, for the performance of all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Management Committee.

The Treasurer shall submit financial statements to the Management Committee and to the membership in such form and frequency as the Management Committee may direct.

(5) Duties of the Secretary

The Secretary shall be responsible for the legal affairs, Chapter reports, membership records, review of new membership applications and such other duties as may be authorised and delegated by the Management Committee.

The Secretary shall keep the roll of the Membership of the Chapter, shall keep minutes of the proceedings of the meetings of the membership and Management Committee meetings and shall preserve communication pertaining to the affairs of the Chapter.

(6) Indemnity of Officers

Officers of the Chapter shall not be liable for the acts, receipts, neglects or defaults of any other officer of the Chapter or for any loss occasioned by any error of judgement or oversight on their part or for any other loss damage or misfortune whatever which shall happen in the execution of the duties of their office or in relation thereto unless the same happen through their wilful default or dishonesty

F. MANAGEMENT COMMITTEE

(1) Composition and Election

The Management Committee shall consist of the Officers of the Immediate Past President of this Chapter and six other members, all of whom shall be elected each year and shall serve until their successors have been elected. No Management Committee member shall serve more than two consecutive years in the same office.

The Management Committee will be elected at the annual general meeting of the Chapter. The Immediate Past President shall be an ex-officio member of the Management Committee and not subject to election in that capacity.

Management Committee members shall take office on the date of their election and shall hold office until their successor has been elected or until they resign.

(2) Vacancies

If the office of any Management Committee member shall become vacant for any cause, a majority of the remaining members of the Management Committee then in office, shall appoint a member to fill the unexpired portion of the term.

If the membership of any Management Committee member shall for any reason terminate, that office as Management Committee member shall automatically become vacant.

(3) Election

Management Committee members shall be elected by secret ballot. The candidate who receives a simple majority of the votes of those members present and voting shall be declared elected.

(4) Duties and Responsibilities

The Management Committee shall be the governing body of the Chapter and may do any act matter or thing which may appear to be incidental or conducive towards carrying into effect or attaining of the objects of the Chapter provided in Section C(2) without first obtaining the sanction of a resolution of a general meeting of the Chapter.

The Management Committee may on behalf of the Chapter:

(a) invest and deal with the monies of the Chapter not immediately required upon such securities or otherwise in such manner as may from time to time be determined provided that such investment of funds shall be restricted to any of the following:

(i) a recognised savings or trading bank;

(ii) any activity where such investment is guaranteed by the New Zealand Government;

(iii) an authorised Trustee Investment; or

(iv) an investment with a short term money market dealer where Paid Up Capital is not less than $2.5 million. The total investment in short term money market dealers to be limited to 300/0 of Chapter funds.

[Amended 5 September 1985]

(b) print and publish any newspaper, periodicals, books, leaflets and such other descriptive or educational material considered desirable for the promotion of its objects.

(c) seek and secure from any interested individual or organisation recognition and financial support for carrying out the objects of the chapter.

The Management Committee shall provide for an independent audit of the financial affairs of the Chapter, at least annually, and at such other times as it may deem advisable.

(5) Meetings

(a) The Management Committee shall meet at least quarterly at a time and place selected by the Management Committee.

(b) Meetings may be called at any time by the President or three members of the Management Committee.

(c) For the transaction of business requiring a vote, a majority of the Management Committee shall constitute a quorum.

(d) At all meetings of the Management Committee, the President, shall act as Chairperson. In the absence of the President, the Vice President shall be chairperson. In the absence of both the President and the Vice President, the Secretary shall preside until the election of a Chairperson protem, which should take place immediately. The members of the Management Committee who are present in person shall by majority vote choose one among them to act as Chairperson for that meeting.

(e) Notice of meetings of the Management Committee shall be given to each Management Committee member not less than two clear days in advance of the meeting or as the Management Committee may otherwise direct, but no failure of such notice shall invalidate the meeting or any action taken or proceedings thereat.

G. COMMON SEAL

The Secretary shall have custody of the common seal of the Chapter and such seal shall not be affixed to any instrument except by the authority of a resolution of the Management Committee and in the presence or a member of the Management Committee and of the Secretary or such other person as the Management Committee may appoint for the purpose; and that member of the Management Committee and the Secretary or other person as aforesaid shall sign every instrument to which the seal of the Chapter is so affixed in their presence.

H. COMMITTEES

(1) Establishment

Committees may be appointed annually or otherwise as required by the Management Committee and may be discharged by the Management Committee at any time. All proceedings of committees shall be subject to ratification by the Management Committee.

Each committee shall have a Management Committee member as its chairperson and shall elect from amongst its members, a committee secretary who shall be responsible for recording the activities of the committee. Each committee shall provide a report to the Management Committee at a frequency to be determined by the Management Committee.

(2) Membership

Membership of committees shall be open to all members of the Chapter and with the approval of the President, non-members of the Chapter.

I. NOMINATIONS AND ELECTIONS

(1) Elections

Election of all Officers and other Management Committee members shall be held at the annual general meeting of the Chapter.

(2) Nominations

Nominations shall be received in respect of all candidates for election to the positions of Officers or other Management Committee members. Such nominations shall be proposed and seconded by members of the Chapter and may be made up to the time of such election at an annual general meeting.

(3) Voting

The Officers and other Management Committee members nominated shall be elected by a majority of the votes of the members present and voting at the meetings.

Newly elected Management Committee members shall be installed at the annual general meeting of their election and shall take office therefrom.

J. MEETINGS

(1) Annual General Meeting

One annual general meeting shall be held during each financial year. 11 shall be held not later than four calendar months after the close of the previous financial year. Business of the annual general meeting shall include:

(a) adoption of the minutes of the previous annual general meeting and those of any special general meetings held since the last annual general meeting;

(b) consideration of the annual report by the President;

(c) consideration of the annual financial accounts and auditors report;

(d) consideration of the estimates of income and expenditure for the ensuring year;

(e) consideration of the annual subscription for the ensuring year;

(h) nomination and election of the Management Committee for the ensuring year;

(g) nomination and election of the Honorary Auditor;

(h) general business.

(2) Special General Meetings

Special general meetings of the Chapter may be called by the Management Committee and shall be called on the requisition of at least twenty members. Business at special general meetings shall be limited to the issues giving rise to the holding of such a meeting as embodied in the one or more motions which shall accompany the notice of the special general meeting to be sent to all members.

(3) Notice of Meeting

A notice of meeting of general meetings shall be prepared and sent to all members and mailed not less than fourteen (14) days prior to the date of the meeting. The notice of the meeting shall include:

(a) the time, place and date of the meeting;

(b) a copy of the agenda of the meeting.

Every notice to be given to any member pursuant to any provision in this constitution, shall be deemed to be sufficiently given to and served if posted or delivered at their mailing address appearing in the Chapter's roll of membership.

The loss delay or non-delivery of any notice sent or delivered to any member of the Chapter or of the Management Committee whether through the post or otherwise, shall not invalidate or prejudice any resolution passed or election made or other thing done by the Chapter or the Management Committee.

(4) Quorum

The quorum for general meetings shall be fifteen members. In the event of a quorum not being obtained at general meetings or where a quorum is lost during general meetings, the meeting shall be adjourned to a period not exceeding three weeks from the date of adjournment.

Notice of the adjourned general meeting shall be sent to all members not later than fourteen (14) days prior to the date of the adjourned meeting. Those members present at the adjourned meeting shall form the quorum.

(5) Voting

Only members of the Chapter who have paid their subscription in full shall be entitled to vote at the meetings of the Chapter.

The voting at general meetings shall be taken as the Chairperson shall direct but any member may demand a poll which shall be immediately taken in a manner determined by the Chairperson who shall declare the result Voting for all elections and resolutions shall be determined by a simple majority .On the event of a tie, the chairperson shall exercise an extra or casting vote.

(6) Technical Meetings

Technical meetings will be the main vehicle for pursuing the objectives of the Chapter. Meetings shall be convened by or with the approval of the Management Committee.

Other business of the Chapter may be introduced for discussion at technical meetings at the discretion of the Chairperson.

(7) Committee Meetings

Committee meetings shall be held at the discretion of the committee chairperson.

Requirements for notice of committee meetings shall be determined by the chairperson of each committee.

Quorum for committee meetings shall be a simple majority of all committee members.

(8) Other Meetings

Other meetings, seminars and social gatherings may be organised with the approval of the Management Committee.

(9) Meeting Procedures

Meeting procedures shall be based generally on the standing orders of debate of the New Zealand Parliament. Interpretation of such procedures shall rest solely with the meeting chairperson whose decision shall be final in such matters.

K. FINANCE

(1) Financial Year

(2) Subscriptions

An annual subscription shall be paid by all members of the Chapter. The amount of the subscription shall be determined at the annual general meeting of the Chapter and shall be due and payable as at the date of the annual general meeting of the Chapter and shall be due and payable as at the date of the annual general meeting at which it is set. The annual subscription shall include the current levy by the International Association for the current year.

(3) Subscriptions Period

The annual subscription shall relate to the financial year during which the annual general meeting which assets that subscription is held.

(4) Use of Subscription Funds

The proceeds of the annual subscription shall be used in a manner determined by the Management Committee to further the objectives of the Chapter specified in Section C(1) and to ensure the continuity of the Chapter.

(5) Part Year Membership

Members joining the Chapter within the first six months of the financial year shall be liable for the full Chapter subscription fee payable for that year. Members joining the association in the last six months of the financial year shall be liable for one half of the annual Chapter subscription.

[Amended AGM 29 October 1992]

(6) Refunds of Subscriptions

No refunds of subscriptions shall be made to members who resign from Chapter membership.

(7) Exemptions from Subscriptions

Members who have satisfied the Management Committee that they (the member) are currently a financial member of the International Association shall be exempt from that part of the Chapter subscription attributed to affiliation with the International Association.

(8) Additional Levies

Additional levies on members must be approved by a special general meeting.

(9) Levy Payments by Members Joining/Resigning

Amounts due as additional levies by members joining the Chapter during the year shall be determined by the Management Committee. Levies already paid by resigning members shall not be refunded.

(10) Payment of Affiliation Fees

(11) Bank Account

All monies due and payable to the Chapter from any source shall be received by the Treasurer and deposited to the credit of the Chapter in a bank.

Cheques, drafts and any other disbursements from the bank account shall be signed or endorsed in such a manner as the Management Committee shall from time to time direct.

(12) Budget Presentation

An estimate of income and expenditure of the Chapter for the ensuring year shall be

(13) Books of Account

Proper books of account shall be maintained in accordance with current accounting practice and suitable for the nature of the financial transactions of the Chapter.

(14) Annual Accounts

Annual accounts shall be prepared summarising all income and expenditure of the Chapter for the year and indicating assets and liabilities of the Chapter as at the close of the financial year. Such accounts shall be prepared by the Treasurer for presentation to the Management Committee for approval prior to submission to the annual general meeting held in the year following the financial year in question.

(15) Availability of Audited Accounts

Audited copies of the annual accounts shall be made available to all members of the Chapter not later than the commencement of the next annual general meeting held in the year to which the accounts relate.

(16) Duties of the Honorary Auditor

The auditor shall examine the books and records of the Chapter and provide to the members an opinion as to whether the annual accounts show a true and fair view and whether the books and records of the Chapter have been properly kept during the year under review in terms of the Constitution of this Chapter, resolutions of the Management Committee and members and generally accepted accounting principles.

L. CONSTITUTION

(1) Amendments

All proposed amendments to the constitution shall be submitted to the Management Committee for consideration. Proposed amendments shall be submitted to a special general meeting for the purpose of considering such amendments and may be submitted by:

(a) a resolution of the Management Committee; or

(b) a petition by 10% of the membership of the Chapter.

(2) Notice of Amendments

All amendments in the form of appropriate motions must be included with the notice of special general meeting to be sent to all members in accordance with Section 1(3).

(3) Voting

Notwithstanding the provisions of Section H(5), voting on motions amending the constitution shall require a three quarter majority of those present.

(4) Copies of this Constitution

A copy of this constitution shall be made available to a member on request.

M WINDING UP

The Chapter may be wound up voluntarily if at a general meeting of members, a resolution requiring the Chapter so to be wound up is passed and the resolution is confirmed at a subsequent general meeting called for that purpose and held not earlier than thirty (30) days after the date on which the resolution to be confirmed was passed. If the Chapter is wound up, ISACA International will be notified and the Chapter

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