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Article I - Introduction and Name

To provide a venue for communication and coordination to strengthen the State of Ohio's internal audit community, the Ohio Internal Audit Committee, (Committee), is hereby created. All state agencies shall be members.

Article II - Purpose and Functions

Section 1: Purpose/Mission Statement

The Committee will meet to consider audit issues of mutual interest advanced by state agencies. To this end, the Committee will bring individuals together for discussion of mutually interesting topics and arrive at agreeable conclusions. It is expected that the proceedings of the Committee will be of benefit to all state agencies. The proceedings of the Council will not be binding. However, all eligible members will be encouraged to present programs and actively support policies of cooperation and coordination among participating agencies.

Section 2: Functions

The Committee shall be constituted as a body within which the participating members collectively or through designated Committees will:

1. Develop strategies, mechanisms, and administrative procedures to:
   
   
   1. Facilitate day-to-day interagency cooperation and exchange of information on matters relating to internal audit and auditing
   
   
   
   2. Identify, select, and solve problems characterized by a high degree of interagency involvement for the mutual benefit of all audit organizations at all levels of government
   
   
   
   3. Review and evaluate progress made towards the resolution of problems including the use of or through the IACP
   
   
   
   4. Promote an effective coordination to audit resources to minimize duplication in intra-agency audit coverage
   
   
   
2. Promote the development, acceptance, uniform interpretation, and implementation of professional auditing standards that include but are not limited to, International Standards for the Professional Practice of Internal Auditing and Government Auditing Standards.



3. Survey members to elicit feedback on how to improve operations, fulfill the Committee's purpose, and obtain ideas for Committee projects and initiatives.



4. Promote and/or provide training and professional development ,and mentoring opportunities for members and their staff.



5. Provide forum for promoting and enhancing the IACP.

Article III - Membership

Section 1: Membership

1. Member agencies may send representatives that consist of agency internal audit management and staff, as well as the designated internal control coordinator, or a finance representative.



2. The Executive Committee will have final authority on all matters pertaining to the Committee.

Article IV - Organization and Administration

Section 1: Officers

1. The Chairperson of the Committee shall be elected by the member agencies present at the last regular meeting of the year for a term of one year. The Chairperson shall be the principle executive officer of the Committee and shall preside over all meetings.



2. The member agencies present at the last regular meetings of the year shall elect a Vice-Chairperson elected from a different state member agency than the Chairperson. The Vice-Chairperson shall act in the capacity as the chair-elect for the succeeding fiscal year. In the absence of the Chairperson, the Vice Chairperson shall perform all duties of the Chairperson.



3. The Secretary shall be a representative from the Office of Budget and Management. The Secretary shall be responsible for keeping and maintaining minutes of all the Committee and Executive meetings and for maintaining all official records.



4. The Training and Education Chairperson shall be elected by the member agencies present at the last regular meeting of the year for a term of one year. The Training and Education Chairperson shall be responsible for coordinating all training topics and presenters at regular meetings, as well as, providing the group with a listing of other training opportunities.



5. The Auditing Standards Chairperson shall be elected by the member agencies present at the last regular meeting of the year for a term of one year. The Auditing Standards Chairperson shall be the responsible for providing updates or interpretations of auditing standards that may impact member agencies.



6. The Chairperson, Vice-Chairperson, Secretary, Training and Education Chairperson, and Auditing Standards Chairperson shall serve without compensation and for a term of one year.

Section 2: Executive Committee

1. The Committee will operate its various functions through the Executive Committee, who shall have the responsibility for ensuring all Committee activities are conducted in accordance with the Committee Bylaws.



2. The objectives of the Executive Committee shall be:



1. Assist the Chairperson in guiding and conducting Committee activities, which include, but are not limited to, arrangements for meetings, preparation of an agenda, dissemination of information, and formulation of operating procedures.



2. Coordinate efforts to promote development of and adherence to International Standards for the Professional Practice of Internal Auditing or Government Auditing Standards.



3. The Executive Committee shall consist of the Committee's Chairperson, who shall also chair the Executive Committee, the Committee's Vice-Chairperson, Secretary, and Chairpersons for Training and Audit Standards. The Chairperson, or his/her designate, shall vote only in the case of a tie vote.



4. Executive Committee members shall serve for a term of one year.



5. The Executive Committee shall have final approval authority on any actions or decisions resulting from an approved ad hoc committee that may impact member agencies.

Section 3: Other Committees

Ad hoc Committees shall be created and disbanded by a majority vote of the Executive Committee. The chairperson of these Committees shall be appointed by the Committee Chairperson subject to the approval of the Executive Committee. In their absence, Committee members may select their designated alternates to serve as voting members of the Committee. In the absence of the Committee chairperson, the Committee members shall designate a temporary chairperson from their number represented at the meeting by a majority vote. Each ad hoc chairperson shall select his or her own Committee members. The appointment will be made only after acceptance by the members.

Section 4: Administration

1. The State's fiscal year will be adopted by the Committee in transacting official business. All terms of office shall begin on the first day of the state fiscal year following an election and will be in effect for a one year period.



2. There shall be no dues levied on Committee members to participate in regular or special meetings called by the Committee. However, a registration fee for meetings or other functions may be established by the Executive Committee, subject to the Committee as a whole, and used for meeting and operating expenses.



3. If the Committee Chairperson is unable to fulfill the terms of office for any reason, the Vice-Chairperson shall assume that position for the unexpired portion of the term. Vacancies in the positions of Vice-Chairperson or other Executive Committee members shall be filled from recommendations of the Chairperson and approved by vote of the Executive Committee.



4. Any elected or appointed member of the Committee may be removed from office for misconduct or malfeasance at a regular or called special meeting of the full membership and will be removed by a majority vote of those in attendance.

Article V - Meetings

Section 1: Regular Meetings

1. Regular Committee meetings shall be held a minimum of four times a fiscal year or as deemed necessary and at such times and places as specified by the Executive Committee.
2. The agenda for regular Committee meetings shall be developed by the Executive Committee with suggestions and recommendations from the Committee membership, and implemented by the Chairperson.

Section 2: Special Meetings

The Executive Committee may call a special Committee meeting to consider pending matters that may impact the Committee.

Section 3: Committee Meetings

1. Meetings of the Executive Committee will be held when called by the Committee Chairperson and or petitioned by a majority of the Executive Committee.



2. Respective Chairpersons shall hold a meeting of their respective Committees when petitioned by a majority of that Committee's members.



3. A quorum of any OIAC Committee shall be a majority of the total members of the Committee.

Section 4: Rules of Procedures

1. In transacting official business, the rules of parliamentary procedures shall govern all meetings of the OIAC. A record of all regular, special, and committee meetings shall be recorded. For any portion of a Committee meeting that qualifies for CPE, the documentation required to substantiate that credit shall constitute as a sufficient/official record.

Article VI - Voting

Section 1: Voting Rights

1. All members agencies shall have the right to vote on all Committee matters.



2. Each member agency shall have one vote on each Committee matter.



3. Matters voted upon by the agency membership shall be approved by a majority of those agencies in attendance.



4. Each member agency represented at any Committee meeting will have one vote on the matters at hand, as designated in Article IV, Section 1, Item b.

Section 2: Voting Actions

1. A majority of the total membership shall constitute a forum for the transaction of official business.



2. For the purpose of amending these Bylaws, approval of a majority of the membership is required. Recommended changes to the Bylaws must be submitted by the Executive Committee in writing to the full membership at least thirty days in advance of the vote.