ARTICLE I - NAME
The place of business of the Chapter shall be #19-05 Fortune Centre, 190 Middle Road, Singapore 188979 or such place as shall be decided by the Board of Directors subject to the approval of the Registrar of Societies. Section 1 The name of this non-profit organisation shall be the Information Systems Audit & Control Association - Singapore Chapter (hereinafter referred to as the "Chapter"), a Chapter affiliated with the Information Systems Audit & Control Association (hereinafter referred to as the "Association").

ARTICLE II - PURPOSE
The primary purpose of the Chapter is to promote the education of individuals for the improvement and development of their capabilities relating to the auditing of and/or management consulting in the field of Information Systems (IS) audit and control. More specifically, the objectives of the Chapter are: To promote the education of, and help expand the knowledge and skills of its members in the interrelated fields of auditing, quality assurance, security, and IS audit and control; To encourage a free exchange of IS audit and control, quality assurance, and security techniques, approaches, and problem solving by its members; To promote adequate communication to keep members abreast of current events in information technology (IT), IS audit and control, quality assurance, and security fields that can be of benefits to them and their employers, and; To communicate to management, auditors, universities, and to IS professionals the importance of establishing controls necessary to ensure the effective organisation and utilisation of IT resources.

ARTICLE III - INTERPRETATION
In these Articles, unless there is something repugnant in the context or otherwise, "The Board of Directors" shall mean the governing body of this Chapter constituted under Article V herein. The word "President", "Vice-President", "Honorary Treasurer", "Honorary Secretary", "Assistant Honorary Treasurer", "Assistant Honorary Secretary", and "Membership" shall mean respectively the President, Vice-President, Honorary Treasurer, Honorary Secretary, Assistant Honorary Treasurer, Assistant Honorary Secretary, and Membership of the Chapter. In the event that any question on which these Articles have not expressly provided for or is silent, the Board of Directors shall have the power to interpret or determine and exercise its discretion and any decision made shall be valid unless otherwise rescinded at a General Meeting. Words importing the singular number include the plural number and vice-versa and words importing the masculine gender include (where the context admits) the feminine gender.

ARTICLE IV - MEMBERSHIP
Section 1 Eligibility Any person interested in the purposes and objectives of the Chapter as stated in Article II may become a member of the Chapter, subject to the approval of the Board of Directors, provisions of its Articles and to rules established by the Board of Directors of the Chapter. Section 2 Ordinary Members Person who meet qualification specified in Article IV Section 1 shall be eligible for this class of membership. Members are required to comply with the Code of Professional Ethics set forth by the Association. Section 3 Student Members Full-time students currently enrolled in degree programmes of recognised colleges or universities may be enrolled as non-voting and non-office holding members upon proof of such enrolment submitted annually, under rules which shall be adopted by the Board of Directors. Section 4 Honorary Members The Board of Directors, at their discretion, may in vote distinguished person or persons to be Honorary member for a given period of time. Honorary members shall have no voting rights nor hold office. Section 5 Members Particulars All members shall furnish in writing to the Honorary Secretary, their current office and home addresses and such other particulars as the Board of Directors may require from time to time. Section 6 Resignation Any member may resign at any time, but such resignation shall not become effective until accepted by the Board of Directors and shall not relieve the resigning individual from the payment of dues for the expired portion of the current year of give any right to rebate if dues paid or any right to a pro-rata or other share of the Chapter. All resignations shall be made in writing to the Secretary. Section 7 Termination Membership will be terminated if payment of the annual Chapter dues has not been received by the Treasurer of the Chapter within three months of the date of notification thereof. Section 8 Expulsion The Board of Directors at any meeting at which a quorum is present may, by a two-third vote of those present terminate the membership of any member who in its judgement has violated the Articles of the Chapter, Code of Ethics, or who has been guilty of conduct detrimental to the best interests of the Chapter, provided that such person shall have been granted an opportunity for a hearing before the Board. The Board shall cause at least thirty days' notice of the hearing to be given in writing, delivered by registered mail to the last known address to the member against whom charges may be preferred. Such action by the Board of Directors shall be final and shall cancel all rights, interests, or privileges of such member in the services or resources of the Chapter.

ARTICLE V - BOARD OF DIRECTORS
Section 1 The Board of Directors shall consist of the President, Vice-President, Honorary Secretary, Assistant Honorary Secretary, Honorary Treasurer, Assistant Honorary Treasurer and seven directors all of whom shall be elected in accordance with Section 3 or 5 of Article V. The Immediate Past President shall be an ex-officio member of the Board of Directors only for one year immediately after the vacation of the office of the President. Section 2 Term of Office of Directors Each Director shall take office at the Annual meeting following election and shall hold office until a successor shall have been duly elected and take office or until the Director is removed from office or until the Director resigns. Each director shall serve no more than two consecutive years in the same office, except that the Honorary Treasurer shall hold office for one year only. Section 3 Election of Directors This section governs the election of Directors at the Annual General Meeting. The Board of Directors shall appoint a Nominating Committee in accordance with Article XI Section 1(b) and the Nominating Committee shall present to the members, subject to the approval of the Board of Directors, a list of nominations for election to the Board of Directors. Nomination other than those made by the Nomination Committee may also be made by any member on a form prescribed by the Board of Directors. Such nominations shall be duly signed by a proposer and a seconder, and shall be submitted to the Secretary fourteen (14) days before the date of the Annual General Meeting Where, due to the withdrawal of a candidate before election or to any other cause, there is insufficiency of candidates to fill the number of seats, such nominations may be taken from the floor at the meeting. All nominations of candidates for election to the Board of Directors made under Article V Section 3(b) or 3(c) shall be made in the forms prescribed by the Board of Directors. Such forms shall provide space for the name of the office, the name of the candidate, the names and signatures of the proposers and seconder, provided that this sub-section shall not apply to nominations made under Article V Section 3(d). The absence of a candidate at the General Meeting, with the exception of a candidate nominated under Article V Section 3(d), shall not prevent a candidate from being elected to the Board of Directors. Notice of nominations shall be sent to each member seven (7) days before the Annual General Meeting. The members nominated shall be elected by written ballot and majority votes of the members present and voting at the meeting. Only members in good standing shall be eligible to serve as a director. A minimum of one year of service as director on the board shall be required before assuming any position as President, Vice President, Honorary Secretary or Honorary Treasurer. Section 4 Duties and Responsibilities 4.1 SPECIAL FUNCTIONS President The President shall be the executive head of the Chapter and when present shall preside at all meetings of the members of the Chapter and the Board of Directors. The President shall exercise general supervision of the affairs of the Chapter and shall be responsible for the enforcement of the bylaws and the carrying out of all orders and resolutions of the Board of Directors. Vice-President The Vice-President shall report to the President and shall assume the duties of the President in the absence or disability of the President. Honorary Secretary The Hon. Secretary shall report to the President and shall be responsible for the legal affairs, minutes of all meetings, chapter reports, membership records, and such other duties as may be authorised and delegated by the Board of Directors. Assistant Honorary Secretary The Assistant Hon. Secretary shall report the Hon. Secretary and shall assume the duties of the Hon. Secretary in the absence or disability of the Honorary Secretary. Honorary Treasurer The Hon. Treasurer shall report to the President and shall be responsible for the financial affairs of the Chapter for the performance of all duties incident to the office of the Treasurer and such other duties as may be authorised and delegated by the Board of Directors. The Treasurer shall have the power to receive and disburse such funds of the Chapter subject to such restriction as may be imposed by the Board of Directors, as shall be required in the conduct of its affairs and the carrying on of its activities. The Treasurer shall be responsible for keeping proper account of all such monies disbursed on behalf of the Chapter and of all records in connection therewith. Assistant Honorary Treasurer The Assistant Hon. Treasurer shall report the Hon. Treasurer and shall assume the duties of the Hon. Treasurer in the absence or disability of the Honorary Treasurer. 4.2 The Board of Directors shall be the governing body of this Chapter and its actions shall be final, unless otherwise specifically provided by these Articles. 4.3 The Board of Directors shall provide for an independent audit of the financial affairs of the Chapter at such times as it may deem necessary. 4.4 The Immediate Past President, being an ex-officio of the Board of Directors, shall have no voting rights in the meetings of the Board of Directors. Section 5 Vacancies The office of a member of the Board of Directors shall ipso facto be vacated if: he ceases to be a member of the Chapter for any reason; including that provided by Article IV Section 6 and 7; he resigns his seat on the Board of Directors; he absents himself from three consecutive meetings of the Board of Directors without sufficient reasons acceptable to the Board; he becomes bankrupt or insolvent or enters into a composition with ay creditor or takes or attempts to take benefits of the provisions of any written law to liquidate his assets or affairs.; he becomes of unsound mind; or he has been convicted of an offence by a court of law and sentenced to imprisonment for a term not less than 6 months and has not received a free pardon. In the event of any vacancy arising in the Board of Directors, as a result of Article V Section 5(a), the Board may forthwith co-opt a member to fill the vacancy until the next Annual General Meeting.

ARTICLE VI - MEETINGS OF BOARD OF DIRECTORS
The Board of Directors shall meet at least quarterly at a time and place as it may elect. At each meetings, a quorum must be present to conduct business coming before the Board. To constitute a quorum, one-half of the total members of the Board of Directors then in office must be present in person. Meetings may be called by the President or three members of the Board. At all meetings of the Board of Directors, the President, if present shall act as chairman. In his absence, the Chairman shall be the Vice-President. In the absence of both the President and Vice-President, the members of the Board who are present in person shall by majority vote choose one among them to act as Chairman for that meeting. Notice of meetings of the Board of Directors shall be given to each Director in writing by the Secretary of the Chapter at least one week in advance of the meeting or as the Board may otherwise direct, but no failure in delivery of such notices shall invalidate the meeting or any action taken or proceedings thereat. Notice may be waived by unanimous consent of the Directors in writing. Motions at meetings of the Board shall be carried by a majority vote of those present. Where there is equality of votes at a Board Meeting, the Chairman thereof shall have a casting vote.

ARTICLE VII - ANNUAL GENERAL MEETING
Section 1 The Annual General Meeting of the Chapter shall be held annually not later than 31 May of each year at such place and time as the Board of Directors shall determine. The following shall be the business of the Annual General Meeting: To receive and adopt the Annual Report of the Board of Directors To receive and adopt the statement of accounts To elect the Board of Directors To elect honorary auditors To transact any other business of which fourteen (14) calendar days'notice has been given in writing to the Hon. Secretary. Twenty-one calendar days' notice of the Annual General Meeting shall be given to every member by circular letter or electronic mail (email) informing the member of the date, time and place of meeting. Not less than seven (7) days' notice must be given to members for any motion to be tabled. Section 2 The quorum at any General Meeting shall not be less than fifteen (15) ordinary members. In the event of there being no quorum, the meeting shall be adjourned for half an hour and should the members then present be insufficient to form a quorum, those present shall be considered a quorum but they shall have no power to alter, amend or make additions to any of the existing rules.

ARTICLE VIII - EXTRAORDINARY GENERAL MEETING
The Board of Directors may at any time for any special purpose call an extraordinary general meeting and they shall also do upon the requisition in writing of not less than one-third of the total ordinary members giving to the members not less than 21 days written notice, such notice to specify the time and place of the meeting and the business to be discussed. No business other than specified in the notice shall be transacted at the meeting. The quorum of any Extraordinary General Meeting should not be less than fifteen (15) ordinary members of the Chapter.

ARTICLE IX - GENERAL MEETING PROCEDURE
At all General Meetings of the Chapter, every member of the Chapter shall be entitled to be present and, subject to Article IV, to give one vote and no more upon every question to be raised. Except as hereinafter provided, motions at General Meetings of the Chapter be carried by a simple majority vote. Where there is an equality of votes at a General Meeting, the Chairman thereof shall have a casting vote. Voting at all General Meetings shall be by secret ballot. Voting by a show of hands may be taken on the unanimous consent of the members present. No member shall vote by proxy at any General Meeting of the Chapter. In the conduct of the proceeding of any meeting of the Chapter, the decision of the Chairman shall be final as to the interpretation of the Articles and as to any matter of procedure not covered by the Articles. All notices required by these Articles to be given to a member may be given by electronic mail (email) or prepaid letter addressed to the member at the last known address which he has furnished to the Honorary Secretary and shall be regarded as having been given on the day when such letter would have arrived in the ordinary course of post.

ARTICLE X - FINANCE
Section 1 Chapter Dues and Fees Annual Chapter membership dues and fees shall be set at the discretion of the Board of Directors. The dues structure, however, shall provide for the payment of dues to the International Treasurer. Payment if Chapter membership dues and fees shall be set at the discretion of the Board of Directors. A reinstatement fee, to be determined by the Board Directors, shall be paid for the reinstatement of members who have been dropped from the membership roll because of resignation, under Article IV Section 6 because of non-payment of Chapter dues as specified in Article IV Section 7. Any new member enrolled within the first six months of the calendar year shall pay full Chapter annual dues for the current year. Any new member enrolled within the last six months of the year shall pay one-half of the Chapter annual dues for the current year, subject to the approval of the Board of Directors or otherwise shall pay the full annual dues. Section 1 Disbursement All cheques shall be signed by the Honorary Treasurer or, in his absence, the Assistant Honorary Treasurer and by any one of the following: The President, and /or the Vice President. Section 3 Funds The funds of the Chapter shall be deposited in a bank selected by the Board of Directors. Section 4 Petty Cash The Honorary Treasurer shall keep a sum on an imprest basis not exceeding $200.00 or an amount approved by the Board of Directors.