topic Re: Upcoming Annual Meeting and By-Laws proposals in Welcome

Upcoming Annual Meeting and By-Laws proposals

mencik — Thu, 13 Oct 2022 21:38:57 GMT

I noted the following Blog entry, https://blog.isc2.org/isc2_blog/2022/10/proposed-amendments-to-isc2-bylaws-member-vote-opens-soon.html

1) Why was a notice not sent to all members regarding the annual meeting?

2) Why was nothing posted on the isc2.org main website or in these Community forums?

3) Why were the proposed By-Laws amendments not shared with the membership for their comment prior to finalization by the Board?

4) Why does the Board not trust the Members to provide oversight of the Board? The new proposals eliminate any voting on Board members (only one candidate per slot), eliminates write-in votes, and raises petition threshold from 500 (already hard to obtain) to 1% of membership (about 1500 right now).

5) Why is the Ethics Committee being eliminated? Perhaps because the elimination of Board oversight is unethical?

6) Why are Standing Committee now explicitly consisting of Directors only?

7) Why was the petition threshold raised? Without the ability to send a message to all members anymore, meeting 500 has been impossible to obtain. Why not just eliminate petitions completely instead of providing a false sense of transparency?

I have many more questions, but I'm sure others do too, so they can respond below. I don't want to steal all the thunder.

Re: Upcoming Annual Meeting and By-Laws proposals

dcontesti — Fri, 14 Oct 2022 12:39:50 GMT

There are many questions that need to be asked related to these new by-laws. However, I for some reason doubt that they will be answered

Re: Upcoming Annual Meeting and By-Laws proposals

JoePete — Fri, 14 Oct 2022 15:57:38 GMT

It seems like the board wants the membership to adopt their version of the bylaws, essentially re-writing them. I'm not sure I have the time or bandwidth to figure out what changed, what didn't, and why. As such, I will likely vote "no." Typically organizations accomplish bylaw changes through tweaking, noting deletions with strikethrough and additions with bold. Maybe my experience is unique, but I would have hoped for a bit more structure to this process.

I guess the board's position is that the current bylaws are so bad, we just need something completely new. Of course, it was those bylaws that put them into office and have empowered them. That creates a bit of a Catch-22, doesn't it?

Re: Upcoming Annual Meeting and By-Laws proposals

dcontesti — Fri, 14 Oct 2022 16:28:10 GMT

I also plan to vote NO. There are so many questions that need to be answered.

Re: Upcoming Annual Meeting and By-Laws proposals

mencik — Fri, 14 Oct 2022 16:35:21 GMT

@dcontesti wrote:
I also plan to vote NO. There are so many questions that need to be answered.

The primary question is, "Why is the Board afraid of oversight of its activities by the membership?" These changes essentially take all power away from the members. I am not only going to vote NO, but am campaigning as hard as I can to get others to do so as well.

Re: Upcoming Annual Meeting and By-Laws proposals

mencik — Fri, 14 Oct 2022 16:37:15 GMT

@JoePete wrote:
Typically organizations accomplish bylaw changes through tweaking, noting deletions with strikethrough and additions with bold.

If you look at the PDF they provided, first is the new version. There there is a version with markup changes, then last is the old version. As a summary of changes, the Board now will have all power and the members have no oversight capability whatsoever.

Re: Upcoming Annual Meeting and By-Laws proposals

JoePete — Fri, 14 Oct 2022 17:25:26 GMT

@mencik wrote:

If you look at the PDF they provided, first is the new version. There there is a version with markup changes, then last is the old version. As a summary of changes, the Board now will have all power and the members have no oversight capability whatsoever.

Thanks, I missed that part. It helps a bit. The first motion that should be made on this at the Annual Meeting is division of the question so that each amendment can stand on its own. Unless you're following Emperor Palpatine's Rules of Order, you can't force an all-or-nothing replacement of the bylaws. The board knows that, right?

Part of this seems to be elevating management to the role of corporate officers. I'm not sure that is a good idea. We're a membership organization. Even though we are big, we're a relatively simple operation. Elevating management only creates more buffer between members and the organizational direction of the corporation. We should be following a member-driven mission, not an executive-driven one.

Re: Upcoming Annual Meeting and By-Laws proposals

dcontesti — Fri, 14 Oct 2022 17:57:08 GMT

Unfortunately, by the time the Annual Meeting rolls around, the votes will be in.

Voting is Oct. 19th to Nov. 19th...........and it seems the annual meeting is more of a formality.

Yes calling the question and voting on the changes individually would be the correct way to go but......it seems the Board are going to try to ram rod the new by-laws through.

Shame actually.

Re: Upcoming Annual Meeting and By-Laws proposals

mencik — Fri, 14 Oct 2022 18:03:07 GMT

@JoePete wrote:

The first motion that should be made on this at the Annual Meeting is division of the question so that each amendment can stand on its own. Unless you're following Emperor Palpatine's Rules of Order, you can't force an all-or-nothing replacement of the bylaws. The board knows that, right?

Where have you been? There is no defined Rules of Order for ISC2. As far as I know, no motions are allowed from the floor. In order to add an agenda item to the annual meeting, you needed to submit 500 petitions before the meeting announcement. Which means in this case you needed to be clairvoyant in order to know that you would need to make such a motion. Also, as noted by someone else, the bulk of the vote will be in already due to the proxy voting. Yes, this is a power grab. Vote NO. Write in candidates for the Board. Do not vote for any on the "slate".

Re: Upcoming Annual Meeting and By-Laws proposals

JoePete — Fri, 14 Oct 2022 20:18:06 GMT

@dcontesti wrote:
Unfortunately, by the time the Annual Meeting rolls around, the votes will be in.

Not exactly. The period of voting, electronic voting, etc. only applies - according to our bylaws at least - to the election of directors. Amending the bylaws requires a two-thirds vote of members attending the Annual Meeting or a duly called special meeting, and there doesn't seem to be any provision for any sort of proxy or absentee voting. The bylaws even specifically note members must be "present and voting."

By the way, what we do isn't really proxy voting (or I hope not). Proxy means to allow someone to vote on your behalf. Electronic voting really is just a form of mail-in voting (a type of absentee voting).

Certainly, it would make sense to allow electronic voting for Annual Meeting actions, but to be a real meeting, you have to allow some sort of contemporaneous discussion. The point of a meeting isn't to cast a ballot; it is to deliberate. Deliberations include the opportunity to speak for or against. Since the board spoke first, urging support of the new bylaws, those of an opposing position (and I oppose them strictly on procedure alone) should be entitled to email their position to the membership. Still, even that action would seem to be a trespass of our bylaws. The other thing you get from deliberation is the opportunity to make incidental motions (such as division of the question) and subsidiary motions (such as referring the bylaw changes to an independent committee).

Re: Upcoming Annual Meeting and By-Laws proposals

mgorman — Fri, 14 Oct 2022 20:43:46 GMT

While I have a lot of questions, and need to reread the changes several times, the most glaring issue is the election of Board members. The proposed changes state that the Board will present to the members a slate of potential Directors, one for each open position. So the only vote would be up or down. So the Board gets to pick it's own members, Members of the organization be damned. What is markedly absent, at least so far, is what happens if the vote goes to No? Does the process then become a vacancy fulfillment, and the Board decides who will take the open seat for the term? Could they, in fact, just decide that the person or persons who were voted against should be in the seat anyway?

The second most glaring issue is the removal of the Ethics committee as a standing committee. For an organization bound by by a code of ethics, the Ethics Committee should be strengthened, not made into something the Board will decide to seat on a whim. There are existing questions about the fact that the Ethics Committee is currently made up of multiple Directors, in violation of the current bylaws, no matter the legalese of counsel regarding the fact that the Directors are also Members. Strong No, thank you. This is an attempt to move power into the hands of a clique and give them the power to maintain that clique themselves.

Re: Upcoming Annual Meeting and By-Laws proposals

JoePete — Fri, 14 Oct 2022 21:13:09 GMT

@mencik wrote:

As far as I know, no motions are allowed from the floor. In order to add an agenda item to the annual meeting, you needed to submit 500 petitions before the meeting announcement. Which means in this case you needed to be clairvoyant in order to know that you would need to make such a motion. Also, as noted by someone else, the bulk of the vote will be in already due to the proxy voting. Yes, this is a power grab.

Over the past two decades, I've admittedly not paid much attention to how the (ISC)2 has conducted its business. All I can say, is the (ISC)2 may find itself in a world of trouble if it conducts meetings of the membership without allowing those in attendance to make in-order subsidiary motions or incidental motions (like division of the question), which are always in order. Further, the bylaws appear to have no provision for electronic or absentee voting at the Annual Meeting. At some juncture, the (ISC)2 appears to have separated the election of directors from the Annual Meeting business (which is not unusual), and according to the bylaws at least, all its absentee voting provision apply only to the election, not the Annual Meeting.

Re: Upcoming Annual Meeting and By-Laws proposals

mencik — Sat, 15 Oct 2022 12:37:26 GMT

You are assuming that the vote is up or down. I do not think we have a down vote. We are simply allowed to vote for up to five candidates, and only 5 are presented. They are not interested in anything other than affirmation.

Re: Upcoming Annual Meeting and By-Laws proposals

mencik — Sat, 15 Oct 2022 12:39:26 GMT

There is nothing in our by laws specifying any particular rules of order, so to say any particular motion is in order or not is left to the whims of chair.

Re: Upcoming Annual Meeting and By-Laws proposals

wimremes — Sat, 15 Oct 2022 21:03:15 GMT

If we want to force a "no" on the proposed bylaws, there are a few things to keep into account:

We are not sure how they will set up the online vote. It is possible that they will only allow a "for" vote. In that case, we should campaign members to NOT vote on the online vote.
The online vote is most likely to count as a proxy vote. There are no provisions in the Bylaws around proxy votes and ISC2 makes it look like the online system is the only legitimate proxy vote. This is not true. You can entrust any member that will be present at the annual meeting as your proxy.
The vote at the annual meeting is only legitimate if at least 50 ISC2 members are present IN THE ROOM. The only way to validate this is to actually be in the room. They likely planned for Dec 7 because there is an adjacent event in the DC area. The move to Dec 14 will make it much more difficult to reach 50 attendees.
To be allowed into the room, it is probably not enough to show up. Instructions are absent but if you plan to be there, as I am, please send an email to legal@isc2.org announcing your participation in the annual meeting.
If you plan to be at the meeting, do not vote online. Your vote in the room will likely not be counted if you already voted online.
Lastly, the "new" Bylaws state that they are valid after Feb 1 2023. What this board is doing, and especially the current chair, is pushing through a change by the current board to be adopted at the Q1 meeting by the new board. After a successful vote, the board will make a motion for adoption of the new bylaws "as approved by the membership" and pass it at the Q1 meeting.

That said, this move by the board has brought out a lot of silent members out of the woodworks. I believe we have the momentum to block the Bylaws changes and we should leverage it as best as we can. #VoteNo is our core message and we should reach as many people as possible.

Re: Upcoming Annual Meeting and By-Laws proposals

JoePete — Sun, 16 Oct 2022 14:46:02 GMT

@mencik wrote:
You are assuming that the vote is up or down. I do not think we have a down vote. We are simply allowed to vote for up to five candidates, and only 5 are presented. They are not interested in anything other than affirmation.

We're talking about two separate things. The I(ISC)2 bylaws are a bit messy when contrasted against the requirements of Mass. General Laws. For example, the annual meeting needs to be stated in the bylaw or otherwise "fixed." Saying it will happen when the board says it will happen is just lemonade-stand governance. Regardless, under the law, you have two main requirements at the annual meeting: elect directors and other business. You can, through your bylaws, separate the two since elections are a different kettle of fish for two reasons:

They are not really matters of deliberation
It is often desirable to engage the full membership in an election, not just those in attendance at a meeting. It's also fairly easy through absentee ballots and so forth.

However, the other business is still the business of the Annual Meeting, and that includes bylaw changes etc. The (ISC)2 bylaws don't seem to have any provision for absentee voting at the Annual Meeting. There are ways of accomplishing such things, but they're not in the (ISC)2 bylaws. Stated more broadly, corporations have a lot of flexibility, but they're not allowed to just make it up as they go along.

I'm happy to be corrected, but the bylaws seem pretty clear: Bylaw amendments are a matter of who is there in person and voting (presuming there is a quorum). Maybe I have had the misfortune of working in and around the dozen or so corporate outliers over the past 35 years or so, but to me at least, all this stuff is Corporate Governance 101, and it seems to be escaping the (ISC)2. Seriously, the board should at least read their own bylaws before sending an emal.

Re: Upcoming Annual Meeting and By-Laws proposals

wimremes — Mon, 17 Oct 2022 06:57:44 GMT

I think we're screwed any way we try to look at this. The organization has usurped what it seems to claim is a proxy vote and the membership gets no transparency in its results. If members are even allowed to raise a motion (impossible without 500 endorsements based on the Bylaws) or a point of order (much less clear), it'll be the board that would vote on it since there are no provisions for this type of questions either in the Bylaws or in the meeting announcements.

Maybe someone should ask ISC2 to share the rules for the meeting with the membership. I can't do that since ISC2 General Counsel has instructed me to only contact the organization through a legal representative or intermediary 🙂

Re: Upcoming Annual Meeting and By-Laws proposals

wimremes — Tue, 18 Oct 2022 06:40:43 GMT

It looks like we're engaging far beyond our shores. I've received personal feedback about the proposed Bylaws changes and how the Annual meeting is being organized from 5 different continents and the sentiment is the same everywhere.

There is a bright point in this : I'd say the Board has finally achieved something they've never thought possible : member engagement. Unfortunately for them, it's at a point where they want it the least as evidenced by the botched notification and the hurried planning of the annual meeting as well as the anti-member Bylaws changes.

Let's keep this going.

Re: Upcoming Annual Meeting and By-Laws proposals

IDK — Wed, 19 Oct 2022 02:46:18 GMT

Good observation - I plan to attend and vote no. This is inappropriate and could jeopardize the 501(c)3 status. To eliminate an ethics committee is a big red flag.

Re: Upcoming Annual Meeting and By-Laws proposals

mencik — Wed, 19 Oct 2022 13:48:48 GMT

@IDK wrote:
This is inappropriate and could jeopardize the 501(c)3 status.

For the record, ISC2 is a 501(c)6.