INSTITUTE OF INTERNAL AUDITORS, INC.
DENVER CHAPTER BYLAWS
[As Amended]

ARTICLE I      NAME

This Chapter shall be known as The Institute of Internal Auditors, Inc., Denver Chapter hereafter known as “the Chapter”.

ARTICLE II     ADHERENCE TO CORPORATE CHARTER

The 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., hereafter known as “the Institute” and shall do nothing which is inconsistent with its provisions and with the pronouncements and resolutions incorporated in the minutes of The Institute meetings and the meetings of its Board of Directors.

 ARTICLE III     PURPOSE

The Chapter shall cultivate, promote and disseminate knowledge and information concerning internal auditing and subjects related there to. It shall establish and maintain high standards of integrity, honor and character among internal auditors. It shall furnish information regarding internal audit practice and methods to its members, and to other persons interested therein and to the general public. And it shall do any and all things which shall be lawful and appropriate in the furtherance of any of purposes herein before expressed.

 ARTICLE IV      CHAPTER MEMBERSHIP

Section 1.  ELIGIBILITY   The members of the Chapter shall consist of several classes as may be defined as necessary by the Board of Directors of the Institute. Rules for eligibility shall be contained in the Rules of Eligibility for Membership section in the Board Policy Manual.

Section 2.  ADMISSION   Admission to membership shall be according to rules established by the Board of Directors of the Institute and included in the Rules of Eligibility for Membership.

Section 3.  VOTING PRIVILEGES   All classes of members except Student Members shall be eligible to vote at membership meetings. Unless otherwise specifically provided in these Bylaws, a majority vote of those eligible members present and voting shall govern.

Section 4.  PRIVILEGES OF MEMBERSHIP   Service as an Officer or Governor for the Chapter is restricted to those who are eligible to vote as provided in Article IV, Section 3. of these Bylaws, and by provision of Article VII, Section 1 of these Bylaws.

Section 5.  CLASSIFICATION CHANGE   Except for an Honorary Member, change from one class to another class of membership shall be upon application by the member for the change. Such change shall terminate the previous class of membership.

Section 6.  TERMINATION  If any member shall fail to pay required dues or assessments or other obligations to The Institute, notification of delinquency and/or termination shall be given to such person as prescribed in the Rules of Eligibility for Membership.

Section 7.  REMOVAL FROM MEMBERSHIP   Any person may be censured, suspended or expelled from membership for violation of the Code of Ethics by the Board of Governors provided that such person shall have been granted an opportunity for hearing before a panel selected for that purpose in accordance with the disciplinary Procedures for Members. The Board of Governors shall cause at least thirty days notice of the hearing to be given in writing, delivered in person or by guaranteed or registered mail, to the member against whom any charges may be preferred. A majority vote of a quorum of the Board of Governors shall be necessary for the censure, suspension or termination of membership except as elsewhere provided in these Bylaws.

A person shall be suspended from membership without a hearing upon receipt by the Board of Governors of proper notice that a judgment of conviction has been imposed on the member for a felony.  A person shall be expelled from membership without a hearing upon receipt by the Board of Governors of proper notice that a final judgment of conviction for a felony has been entered against a member. Any person against whom sanctions are imposed will be notified by guaranteed or registered mail and may request a hearing before the Board of Directors by appealing in writing within sixty day following the mailing of notification of sanction.

Section 8.  APPEAL   A person whose membership shall have been suspended or terminated in accordance with Article IV Section 7 of these Bylaws may apply to the Board of Governors for reinstatement. The Board of Governors shall determine when reinstatement shall be granted and if so any conditions which shall apply.

 ARTICLE V     APPLICATION FEES, DUES AND ASSESSMENTS

Section 1.  APPLICATION FEE  The Board of Directors of the Institute at its discretion may establish an application fee for all classes of membership.

Section 2.  DUES  The Board of Directors of the Institute at its discretion may establish rates for annual dues for all classes of membership.

Section 3.  ASSESSMENTS  Special assessments approved by two-thirds vote of the entire Board of Directors of the Institute shall be submitted to all members of The Institute for their vote. If approved by the majority of the members voting such special assessments shall be declared by the President of The Institute to be effective. Ballots shall b e valid only if received at the place designated for return within sixty days after the date of publication of the ballot to members. Special assessments shall not be levied against Retired Members or Honorary Members.

Section 4.  MEMBERSHIP YEAR  An applicant to any class shall b e subject to dues beginning with the first day of the month in which the applicant is admitted to membership at the annual rate established by the Board of Directors of the Institute for that class.

Section 5.  REFUNDS  A person in any class who may resign or be expelled from membership in the Institute prior to the termination of any fiscal ye4ar for which dues or assessments have been paid shall not be entitled to any refund of said dues or assessments.

Section 6.  CHANGE IN CLASSIFICATION   When a membership class is changed the dues the year shall be determined in accordance with Article V Section 4 of these Bylaws.

 ARTICLE VI     BOARD OF GOVERNORS AND THEIR ELECTION

Section 1.  AUTHORITY   The determination of the policies of the Chapter shall be vested in the Board of Governors.

Section 2.  COMPOSITION   The Board of Governors shall be constituted as follows:

a.  Chairman of the Board of Governors:  The President from the preceding year will fill the Chairman position.

b.  The Officers of the Chapter: the Chapter President, the Chapter Vice-Presidents of Member Services, Member Communications, and Member Education, the Chapter Secretary and Chapter Treasurer, and will serve terms as Board of Governors concurrent with their terms of office.

c.  Governors-at-Large:  One additional Governor for each ten (10) members of the Chapter to a maximum of twelve (12) At-Large-Governors to serve a term of three years. One third of the Governors-at-large shall retire each year.

Section 3.  NOMINATIONS   Nominations shall be made by the Nominating Committee, and in addition nominations may be made from the floor at the annual election meeting.

Section 4.  ELECTIONS   Governors of the Chapter shall be elected by voice vote at the annual election meeting prior to April 30^th of each year and shall hold office until the election of successors unless the term of office shall terminate or be terminated as provided by the Bylaws of The Institute or as provided elsewhere in the Bylaws of the Chapter. Upon a motion duly approved by members at the annual election meeting a written ballot can be required for the election. If there are more than three members up for the open positions the vote shall be by written ballot.

Section 5.  MAJORITY VOTE   Governors shall be elected by voice vote of the Members (excluding Student Members) present and voting at the annual election meeting prior to April 30^th each year.

Section 6.  CHAIRMAN OF THE BOARD DUTIES   The Chairman of the Board shall hold office for a Chapter year unless the term of office shall terminate or be terminated as provided in the Bylaws of The Institute or as provided elsewhere in these Bylaws.  Duties of the Chairman shall be the management of the Board of Governors, which includes the presiding at all meetings of the Board of Governors.

Section 7.  REMOVAL FROM GOVERNORSHIP   Any Governor may be removed for cause by a two-thirds vote of the Board providing such Governor shall have been granted 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 is 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 offices made vacant by such action of the Board shall be filled.  A Governor removed by the Board may be reelected by the membership, and if so reelected, 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 membership present at any duly held meeting provided notice of such proposed action shall have been incorporated in the notice of the meeting.  Such notice shall be mailed to Chapter members by the Chapter Secretary upon written petition of one-fifth of the Members.

Section 8.  VACANCIES   If the office of any Governor 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 of the unexpired term.

Section 9.  MEMBERSHIP TERMINATION   If the membership in The Institute of any Governor for any reason shall terminate the Office as Governor shall automatically become vacant.

Section 10.  RESIGNATION  The resignation of any Governor shall be tendered to the Board of Governors and may be acted upon at any regular or special meeting of the Board.

Section 11.  ANNUAL ELECTION MEETING   The Board of Governors shall have the power to fix the time and place of each annual meeting and each special meeting of the Chapter.

Section 12.  REGULAR MEETINGS   The Board of Governors shall meet at least twice annually at which times and places as directed by the Chairman.  A majority of the Board shall constitute a quorum at these meetings.  Notice of the meetings of the Board of Governors shall be mailed by the Chapter Secretary or as the Board may otherwise direct, but no failure or defect of notice shall invalidate the meeting or any business transacted at the meeting.

Section 13.  MAJORITY VOTE   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 14.  SALARY AND FEES   The Governors of the Chapter shall receive no salaries or fee 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 15.  ELIGIBILITY To be eligible to be a Board of Governor, the member must be active.  Active is defined as attending as many Board meetings and Chapter meetings as possible, with a minimum of 1 Board meeting and 2 Chapter meetings, as well as participation by the member, or one of their staff or a peer, on a committee.

 ARTICLE VII      OFFICERS AND THEIR ELECTION

Section 1.  OFFICERS   The elective officers shall be a Chapter President, Chapter Vice-President of Member Education, Member Communications, and Member Services, a Chapter Secretary, and a Chapter Treasurer.  Of the classes of membership only Members of The Institute shall be eligible for election to these offices. This excludes Associate, Educational, Student, Honorary and Retired members. No person shall hold more than one office at a time.

Section 2.  NOMINATIONS   Nominations shall be made from the Nominating Committee and from the floor of the annual election meeting.

Section 3.  ELECTION   Officers of the Chapter shall be elected, by a voice vote, at the annual election meeting, and shall hold office for a Chapter year unless the term of office shall terminate or be terminated as provided in the Bylaws of The Institute or as provided elsewhere in these Bylaws. Upon a motion duly approved by members at the annual meeting a written ballot will be used for the election of the candidates. Officers shall be elected by majority vote of eligible Members present and voting at a meeting at which such election is held. If there are more than one member up for any open office the vote shall be by written ballot.

Section 4.  REMOVAL   Any officer may be removed for cause by a two-thirds vote of the Board of Governors, provided such officer shall have been granted opportunity for a hearing before the Board.  The Chairman of Board shall call a special meeting of the Board of Governors to be held within thirty (30) days from the date when any such removal is voted.  At such special meeting, the office or offices made vacant by such action of the Board shall be filled by the Board.

Section 5.  VACANCY   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 is empowered to fill such office of the unexpired term of office so vacated.

Section 6.  REELECTION   All annually elected officers shall be eligible for reelection.

Section 7.  MEMBERSHIP TERMINATION   If the membership in The Institute of any officer shall for any reason terminate his/her office shall automatically become vacant.

Section 8.  RESIGNATION   Any resignation of any officer shall be tendered to the Board of Governors and may be acted upon at any regular or special meeting of the Board.

 ARTICLE VIII     DUTIES OF OFFICERS

Section 1.  CHAPTER PRESIDENT   The Chapter President shall be the executive head of the Chapter, and when present shall preside at all meetings of the Chapter, and the Executive Committee. He/she  shall be responsible for the enforcement of the Bylaws of The Institute and those Bylaws of the Chapter and the resolutions and proceedings of the Board of Directors of The Institute and the Board of Governors of the Chapter.  He/she shall keep the President and Board of Directors of The Institute and the Chairman of the Board of Governors of the Chapter fully informed of the affairs of the Chapter.  He/she shall consult the President and the Board of Directors of The Institute and the Chairman of the Board of Governors of the Chapter when necessary concerning the business of the Chapter and its activities. The Chapter President shall not serve successive terms unless his/her expiring term has been for a period of less than twelve months.

Section 2.  CHAPTER VICE-PRESIDENTS   The Chapter Vice-Presidents can be the successor to the President, both in case of vacancy of that office should the President be unable to serve and for a single term following that Chapter year in which the President was elected. A Chapter Vice-President selected by the Board of Governors to fill a vacancy shall stand election by the voting membership before assuming the Presidency. The Chapter Vice-Presidents shall have such duties and powers as may be prescribed by the board of Governors or as delegated by the Chapter President. In the event of absence or disability of the President, the Vice-President of Education shall perform the duties of the President.

Section 3.  CHAPTER SECRETARY   The Chapter Secretary shall perform those duties delegated by the Chapter President or as prescribed by the Board of Governors.  He/she shall make reports as required by the Board of Governors and as required by the Secretary of The Institute.  He/she shall notify each member of the Chapter of all meetings and shall do any and all other duties normally required of a Chapter Secretary to keep the officers and the Board of Directors of the Institute and the Board of Governors of the Chapter, Officers and Members of the Chapter informed of the affairs of the Chapter.  At the termination of his/her term of office, he/she shall turn over to the Chairman of the Board of Governors or person as directed by the Chairman, all records, papers, books, and documents and all other property of the Chapter which may have come into his/her possession or may have been compiled or created during his/her term of office. The Secretary shall be responsible for forwarding a copy of the minutes of each Board of Governors meeting to each member of the Board within thirty (30) days of such meeting.

Section 4.  CHAPTER TREASURER   The Chapter Treasurer 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/she shall make periodic reports as required by the Treasurer of The Institute and shall make any other reports which the Chairman of the Board of Governors may require.  The Chapter Treasurer shall be the disbursing officer of the Chapter.  He/she shall not have the authority to receive moneys for application fees and dues which authority is reserved for the Treasurer of The Institute.  The Chapter Treasurer shall submit a budget annually to the Board for approval. At the termination of the term of the Chapter Treasurer’s office, he/she shall turn over to the Chairman of the Board of Governors or person as directed by the Chairman, all funds, records, papers, books, and documents, and all other property of the Chapter having to do with financial or other transactions, or business of the Chapter which may have come into his/her possession or may have been compiled or created during his/her term of office. Prior to the books being released to the new Treasurer, the books of account will be audited by the Audit Committee who will issue a report to the Board of Governors.

Section 5.  MEETINGS CHAIRMAN PRO TEM   If at any meeting of the Chapter the President and Vice-Presidents are absent, the Chairmanship reverts to Secretary and Treasurer in that order. If all the officers are absent and no one authorized to perform the duties of the President is present then a Chairman or Secretary Pro Tem or both shall be elected by majority vote of the applicable body present and voting.

Section 6.  BOARD CHAIRMAN PRO TEM   If at any meeting of the Board of Governors, the Chairman and the President are both absent, the Chairmanship reverts to Vice-Presidents, Secretary and Treasurer in that order. If all the officers are absent and no one authorized to perform the duties of the Chairman is present then a Chairman or Secretary Pro Tem or both shall be elected by majority vote of the applicable body present and voting.

Section 7.  SALARIES AND FEES   The officers of the Chapter shall receive no salaries for their services.  Officers 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 IX     COMMITTEES

Section 1.  STANDING COMMITTEES   There shall be these standing committees appointed by the Board of Governors:

a.  An Audit Committee which performs the annual audit of the Treasurer’s books as specified in Article VIII Section 4 of these Bylaws. The Committee shall perform such other duties at its sole discretion and it deems appropriate upon specific request of the Board of Governors, The President, or the Treasurer. Acceptance of any such additional duty shall be reported by the chairman of the Committee to the Board of Governors at its next meeting.

b.  A Nominating Committee consisting of at least three members, the most recent past President, one current officer, and the remainder from the membership at large.  The Committee shall devise a slate of nominees to fill anticipated Board of Governors vacancies and to fill Chapter offices for the succeeding Chapter Year. It shall submit these names to the Board of Governors for approval and publish its nominees to the membership no later than thirty days prior to the annual election.

c.  An Executive Committee is composed of the Chapter officers. This committee shall act for and report to the Chairman of the Board of Governors on matters which require immediate Chapter action between Board meetings. It shall recommend actions and policies to the Board in matters less urgent. Its members shall serve as organizational liaison reporting entities for the chairmen of other Chapter committees as specified by the President and approved by the Board. Members of the Executive Committee shall be held fully accountable for any actions taken on behalf of the Board.

d.  An Advisory Committee shall be available to provide advise to the Executive Committee. This committee shall be approved by the Board of Governors.

Section 2.  STANDING AND SPECIAL COMMITTEES   There shall be such other committees as may be authorized and directed by the Board of Governors or by the Members in regular or special meetings, the members of such committees to be appointed by the President, by the Board, or by the Members.

Section 3.  MEMBERS EX OFFICIO   The Chapter President shall be a member ex officio of all committees, except the Audit Committee.

Section 4.  REMOVAL  Any member of a committee may be removed at the discretion of those appointing such member with the exception of the Audit Committee.

Section 5.  QUORUM  The majority of any committee shall constitute a quorum thereof.

Section 6.  PROCEDURES  The Board of Governors may institute any procedures which it deems necessary to appoint committees to carry on the activities of the Chapter.

ARTICLE X     ANNUAL ELECTION MEETING – MEETINGS OF MEMBERS

Section 1.  ANNUAL ELECTION MEETING   The annual meeting of the Chapter shall be held no later than April 30 of each year.

Section 2.  CHAPTER YEAR  The Chapter year is the time between June 1^st and the following May 31^st. The officers and Governors elected at the annual meeting shall hold office for the Chapter year beginning June 1^st following their election. The fiscal year of the Chapter follows the Chapter year defined above.

Section 3.  MAJORITY VOTE  At all Chapter meetings, a majority vote of members present and voting will decide all issues except as provided elsewhere in these Bylaws.

ARTICLE XI     RULES OF PROCEDURE

Section 1.  ROBERT’S RULES OF ORDER   The rules of procedure at meetings of the Chapter, the Board of Governors, and all committees shall be according to Robert’s Rules of Order (Revised) so far as is applicable and when consistent with these Bylaws.

Section 2.  SUSPENSION OF RULES   The Rules of Procedures may be suspended by a two-thirds vote of those present and voting at any meeting.

ARTICLE XII    AMENDMENTS TO THE BYLAWS

These Bylaws may be amended or repealed at any regular or special meeting of the Chapter by a two-thirds vote of all members present and voting, provided that written notice of the proposed change and of the meeting has been mailed to members at least ten (10) days prior to the date of said meeting.

ARTICLE XIII     INTERPRETATION OF RULES REGULATION CHAPTERS

All questions of interpretation of the Rules Regulating Chapters shall be decided by the Board of Directors of The Institute.