Revised /Approved Sept 2015
The Institute of Internal Auditors
Pittsburgh Chapter
Bylaws
Table of Contents
Article I - NAME ............................................................................................................................ 2
Article II- ADHERENCE TO CORPORATE CHARTER AND MISSION ................................. 2
Article III - MEMBERSHIP ........................................................................................................... 2
Article IV- BOARD OF GOVERNORS AND THEIR ELECTION ............................................. 2
Article V - DUTIES OF BOARD OF GOVERNORS, CHAIR AND VICE CHAIR ................... 4
Article VI - OFFICERS AND THEIR ELECTION ....................................................................... 5
Article VII - DUTIES OF OFFICERS ........................................................................................... 6
Article VIII - COMMITTEES ........................................................................................................ 7
Article IX - ANNUAL MEETING AND CHAPTER YEAR ........................................................ 8
Article X - RULES OF PROCEDURE ........................................................................................... 8
Article XI - AMENDMENTS TO BYLAWS ................................................................................ 9
Article XII - DISSOLUTION ......................................................................................................... 9
ARTICLE I - NAME
This Chapter shall be known as The Institute of Internal Auditors, Inc. - Pittsburgh
Pennsylvania Chapter.
ARTICLE II - ADHERENCE TO CORPORATE CHARTER AND MISSION
Section 1.
The Pittsburgh 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 resolutions
incorporated in the minutes of The Institute meetings and the meetings of the Board of
Directors.
Section 2.
The mission of the Pittsburgh Chapter is to provide service relate to the profession of
internal auditing to IIA members, the community and the international organization of the
IIA. Activities in support of this mission will include, but will not be limited to:
1) Advocating and promoting the value that internal audit professionals add to their
organizations;
2) Providing comprehensive professional educational and development opportunities;
3) Disseminating and promoting to practitioners, stakeholders, and other relevant
audiences knowledge concerning internal auditing and its appropriate role in control,
risk management, and governance;
4) Educating practitioners, stakeholders, and other relevant audiences on best practices
in internal auditing; and
5) Bringing together internal auditors to share information and experiences.
ARTICLE III - MEMBERSHIP
Section 1.
The Chapter membership shall consist of those duly admitted to any of the classes of
membership defined in the Bylaws of The Institute of Internal Auditors, Inc., and residing
in the Chapter area or asking to become affiliated with the Pittsburgh Chapter.
Section 2.
Membership in the Chapter shall cease and terminate on transfer to another Chapter or
because of resignation or termination for any of the cause 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.
Page 2
Section 2.
The Board of Governors shall be constituted as follows:
(a) One three-year Governor for each ten (10) Members (not including Associates or
Juniors) limited to a total of not more than twelve (12) Governors. The Governors are 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 one year and onethird shall be elected to serve for two years.
(b) The President, 1st Vice President, 2nd Vice President, Treasurer and Secretary of the
Chapter.
(c) The two most recent past Presidents, not holding other offices 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.
Section 4.
Governors of the Chapter shall be elected by majority vote of the members present and
voting at each annual Election Meeting.
Governors shall take office during the annual Business Meeting following election and
shall hold office for the period elected, pursuant to Section 2(a) of this Article.
Section 5.
Any Governor may be recommended for removal, subject to confirmation by Members of
the Chapter, for cause by a two thirds (2/3) vote of the Board or upon written petition of
at least one-fifth (1/5) of the Chapter Members, provided such Governor shall have been
granted an opportunity for a hearing. The Board, in either case, shall call a meeting of the
Chapter to be held within thirty (30) days from the date when any such removal is voted
or petitioned. The notice for such meeting must have incorporated in it reference to the
proposed action. At such meeting, the Board shall present full and complete written
report and if the removal is approved by two-thirds (2/3) votes of the Members present
and voting, the office or offices made vacant shall be filled by vote of the membership.
Section 6.
If the office of any Governor shall become vacant by reason of death, resignation or
otherwise except as provided in Section 5 of the Article, the Board of Governors is
empowered to fill such office until the next regular election. The office shall be filled for
the balance of the unexpired term by the regular election procedure. The Governor
elected to fill the unexpired term shall be permitted to seek election for another two (2)
consecutive three-year terms.
Page 3
Section 7.
Governors shall be eligible for reelection, subject to the following: Each Governor shall
be allowed to serve two (2) consecutive three-year terms. After his or her second term,
the Governor may not serve on the Board again for a period of three (3) years.
Section 8.
If the membership in the Chapter of any Governor shall for any reason terminate, his or
her office as Governor 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.
ARTICLE V - DUTIES OF BOARD OF GOVERNORS, CHAIR AND VICE
CHAIR
Section 1.
The Board of Governors shall elect a Board Chairperson and Vice Chairperson from
among the current elected Governors. The Chairperson and Vice Chairperson shall serve
for a two (2) year term. This two (2) year term length is a maximum term and shall not
exceed the Chairperson or Vice Chairperson’s remaining term on the Board at the time of
election.
Section 2.
The Chairperson and Vice Chairperson shall be elected by a majority vote of the Board
members present and voting at the first Board meeting after the annual Board and Officer
annual Election Meeting. The elected Chairperson and Vice Chairperson shall take office
at the beginning of the fiscal year following the annual Election Meeting.
Section 3.
The Board Chairperson’s duties and powers include setting Board meeting times and
places, conducting the Board meetings, setting the Board agenda, and overseeing the
Board’s Nominating Committee.
Section 4.
The Board’s Vice Chairperson’s duties and powers include assisting the Board
Chairperson with his or her responsibilities and shall fill in for the Chairperson in the
event that such Chairperson is unable to conduct his or her duties. Additionally, the Vice
Chairperson will oversee the Board’s Audit Committee.
Section 5.
The Board of Governors may establish and maintain such standing committees and
additional ad-hoc committees as it deems appropriate.
Page 4
Section 6.
The Board of Governors shall have the power to fix the time and place for each annual
Election Meeting and each annual Business Meeting, and for each special meeting of the
Chapter. Should the Board fail to fix a time and place for any annual Election Meeting
any Business Meeting within a period of ten (10) months after the last annual Election
Meeting and annual Business Meeting, the Chapter President shall then fix a time and
place.
Section 7.
The Board of Governors shall meet at least twice annually or at the direction of the
Chairman at such times and places as he or she may elect. A majority of the Board of
Governors (in no event less than six (6)) shall constitute a quorum at all Board meetings
in the Chapter year. Notice of the meetings of the Board of Governors shall be provided
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 8.
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 9.
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.
Section 10.
In the event of circumstances that prevent the normal transition of certain board positions,
the Governors of the Chapter shall at their discretion, extend term limits for those board
members serving in the role of Board Chairperson and Vice Chairperson. In addition, the
Governors of the Chapter may also, if deemed necessary to maintain on-going operations
of the Chapter, submit to the chapter during the annual election, nominations for Officers
that exceed the recommended term limits as outlined in this document.
ARTICLE VI - OFFICERS AND THEIR ELECTION
Section 1.
The elective officers of the Chapter shall be a President, 1stVice President, 2nd Vice
President, Secretary, and Treasurer. Chapter membership is a requisite for election to and
holding these offices. No person shall hold more than one office at a time. The officers
shall be elected annually for a one (1) year term.
Section 2.
The Nominating Committee shall make nominations, and, in addition, nominations may
be made from the floor.
Page 5
Section 3.
Officers of the Chapter shall be elected by majority vote of the members present and
voting at each annual Election Meeting. Elected officers shall take office during the
annual Business Meeting following the annual Election Meeting and shall hold office for
the period elected, pursuant to Section 1 of this Article.
Section 4.
Any Officer may be recommended for removal, subject to confirmation by Members of
the Chapter, for cause by a two-thirds (2/3) vote of the Board or upon written petition of
at least one-fifth (1/5) of the Chapter Members, provided such Officer shall have been
granted an opportunity for a hearing. The Board in either case shall call a meeting of the
Chapter to be held within thirty (30) days from the date when any such removal is voted
or petitioned. The notice for such meeting must have incorporated in it reference to the
proposed action. At such meeting, the Board shall present a full and complete written
report and if removal is approved by a two--thirds (2/3) vote of the Members present and
voting, the office or offices made vacant shall be filled by vote of the membership.
Section 5.
If any vacancy shall occur in any office by reason of death, resignation, or otherwise
except as provided in Section 4 of this Article, the Board of Governors is empowered to
fill such office for the unexpired term of the office so vacated.
Section 6.
If the membership of any Officer in the Chapter shall be terminated for any reason, his or
her office shall automatically become vacant.
Section 7.
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 VII - DUTIES OF OFFICERS
Section 1.
The President shall be the executive head of the Chapter, and when present, shall preside
at all meetings of the Chapter. He or she shall be responsible for the enforcement of the
Bylaws and the resolutions of the Institute of Internal Auditors and of these Rules
Regulating Chapters and the resolutions of the Board of Governors of the Chapter. He or
she shall keep the Institute of Internal Auditors, Regional Vice President and the Board of
Governors of the Chapter fully informed of the affairs of the Chapter and shall consult
the Institute of Internal Auditors, Regional Vice President and the Board of Governors of
the Chapter, when necessary, concerning the business of the Chapter and its activities.
The President may have additional duties as defined in the Chapter Officer Position
Descriptions.
Section 2.
The 1st Vice President shall have such duties and powers as may be prescribed by the
Page 6
Board of Governors of the Chapter or delegated by the President as defined in the
Chapter Officer Position Descriptions. In the absence or disability of the President, the
1st Vice President shall perform the duties of the President.
Section 3.
The 2nd Vice President shall have such duties and powers as may be prescribed by the
Board of Governors of the Chapter or delegated by the President as defined in the
Chapter Officer Position Descriptions.
Section 4.
The Treasurer shall have such duties and powers as may be prescribed by the Board of
Governors of the Chapter or delegated by the President as defined in the Chapter Officer
Position Descriptions and shall be charged with the custody of the funds of the Chapter
and their proper disbursement under any rules prescribed by the Board of Governors. He
or she shall make periodic reports as required by the Institute of Internal Auditors and
any other reports that the Board of Governors of the Chapter may require. The Treasurer
shall be the disbursing officer of the Chapter. The Board of Governors of the Chapter
may authorize the bonding of the Treasurer. No Treasurer shall serve in the role of
Treasurer for more than two (2) consecutive years. At the conclusion of the Treasurer's
term of office, he or she 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 his
or her possession or may have been compiled or created during his or her term of office.
Section 5.
The Secretary shall perform those duties delegated by the President or prescribed by the
Board of Governors of the Chapter. The records of membership shall be kept under his or
her jurisdiction. He or she shall make reports as determined by the Board of Governors of
the Chapter and as required by the Institute of Internal Auditors. He or she 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 Institute of Internal Auditors and the
Board of Governors and the President and other Chapter Officers and members informed
of the affairs of the Chapter. At the conclusion of his or her term of office, he or she 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 his or her possession or may
have been compiled or created during his or her term of office.
Section 6.
If at any meeting of the Chapter or of the Board of Governors, the President be absent
and no one authorized to perform his or her duties be present or if the Secretary be
absent, then the Chairman or Secretary protem, or both as may be needed 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 services. Officers may be
Page 7
reimbursed for their expenses incurred in the performance of their duties subject to such
approval as may be determined by the Board of Governors.
Section 8.
When an Officer of a Chapter is elected to an office or to the Board of Directors of The
Institute of Internal Auditor, Inc., his or her Chapter office shall become vacant and shall
be filled for the remainder of the unexpired term in such manner as may be determined by
the Chapter Members.
ARTICLE VIII - COMMITTEES
Section 1.
There shall be at a minimum these standing committees:
(a) A Finance and Auditing Committee shall be appointed by the Board of Governors.
This committee shall appoint a Chapter Member not currently serving on the Board of
Governors or as an Officer to conduct an annual audit that shall include a normal
verification of receipts and expenditures of the fiscal year. The Finance and Audit
Committee shall report the results of the annual audit to the Board of Governors. This
committee will also provide oversight over chapter finances and budget.
(b) An Executive Committee consisting of the President, 1st Vice President, 2nd Vice
President, Secretary, and Treasurer and such other members as may be appointed by the
Board. This committee shall maintain continued surveillance over the operations of the
Chapter and act for the Board of Governors in any matters delegated to it by the Board.
(c) A Nominating Committee shall be appointed by the Board of Governors and consist
of the President and at least one (1) other Board member. Other than the President and
Board member, this committee should strive to have at least one member who is not on
the Board of Governors. The Nominating Committee’s duties shall include the
identification of open positions among the Board, Officers, and committee positions and
shall actively communicate and solicit qualified members to fill any open slots. The
Committee shall solicit nominations throughout the year and provide a slate of candidates
for membership to elect at the Annual Election Meeting. Any nominees must declare that
they are willing and able to serve. Additionally, the Committee shall solicit and conduct
the election of the Chairperson and Vice Chairperson of the Board of Governors. Such
election shall be held at the first Board meeting following the Annual Election Meeting.
Section 2.
The Board of Governors may at its discretion institute any other committees to carry on
the activities of the Chapter.
Page 8
Section 3.
Any member of any committee may be removed at the discretion of those appointing
such member.
Section 4.
The majority of each committee shall constitute a quorum thereof.
ARTICLE IX - ANNUAL MEETING AND CHAPTER YEAR
Section 1.
The annual Business Meeting of the Chapter shall be the last meeting proceeding the
thirty-first (31) day of May.
Section 2.
The Chapter Year is the fiscal year ending on May thirty-first (31) of each year.
ARTICLE X - RULES OF PROCEDURES
Section 1.
The rules of procedure at meetings of the Chapter, of the Board of Governors, and of
Committees, shall be according to Roberts Rules of Order, so far as is applicable and
when not inconsistent with these Bylaws.
Section 2.
Two-thirds (2/3) vote of those present and voting at any meeting may suspend the rules
of procedure.
ARTICLE XI - AMENDMENTS TO BYLAWS
These Bylaws may be amended or repealed at any regular or special meeting of the
Chapter by a two-thirds (2/3) vote of Members present and voting provided that written
notice of the proposed change and of the meeting has been mailed, posted on the
Chapter's website or emailed at least ten (10) days previous to the date of said meeting.
ARTICLE XII - 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 distributed to the
Institute of Internal Auditors, Inc. at its international headquarters.
Page 9