Proposed Bylaws Amendments – What They Mean

[AndreaMoore]

Proposed Bylaws Amendments – What They Mean 

The blog.isc2.org platform is having technical difficulties; therefore, we are reposting this to ensure it is available to read for all voting members.

(ISC)² has added additional insights to the Bylaws amendment documentation to address specific questions raised by our members. You can review the entire Bylaws packet here, and we are sharing the added rationale for changes below. All members are encouraged to review the Bylaws documentation prior to voting. The Board of Directors recommends a VOTE FOR THE AMENDMENTS.  

On behalf of the Board of Directors, thank you to all members who have expressed their passion and desire for our association. We hope the information below is helpful as you make your informed decision about this year’s proposed Bylaws amendments. 

From page 5 of the published Bylaws amendment documentation at https://www.isc2.org/-/media/956A62F1A1084D45A6D3AF4AC9E25EFA.ashx  

12. What significant changes were made to the Amended and Restated Bylaws?  

 I. Preamble.  

1. Updated to include the organization’s new mission. 

Rationale:(ISC)²’s refreshed mission is deeply rooted in tradition and support of certifications as well as a strategic direction that has increased focus on the cybersecurity profession as a whole and delivering value to members throughout your careers. The work of (ISC)² does not stop when a member is certified. 

The refreshed mission shares a broader view of all activities (ISC)² undertakes to support members and the profession around the world. 

Advocacy is about giving voice to members as governments and regulatory agencies around the globe look to implement laws and regulations that will impact your ability to practice. 
 
Expertise is about your knowledge, skills and abilities and how they help to strengthen the cybersecurity community through the creation of education, certifications, resources and more. 
 
Workforce empowerment is about addressing the workforce gap both in terms of creating certifications and resources employers need to be successful as well as supporting individuals on their entire career journeys, including attracting new, diverse individuals into the profession. 

Our refreshed mission is delivering on our promise to you to be a more proactive and engaged (ISC)².  

III. Organizational Structure  

1. Added a provision to allow the establishment of other non-voting membership classes.  

Rationale: This provision is included to reflect the organization’s inclusion of current non-certification membership classes such as Associates of (ISC)², Candidates and Fellows of (ISC)² and future classes. However, this provision is structured so that any new classes of members, who are not certified members, are not considered voting members pursuant to the bylaws.  
 

1. Updated the role of the CEO to include service as CEO for the Center for Cyber Safety and Education. Added the CEO is not a member of the Board of Directors.  

Rationale:  This section is updated to reflect the current CEO responsibilities relating to the Center, (ISC)2 and the Board of Directors.  
 

1. Updated language to better define the structure of Board committees, and updated the standing committees to include Audit, Compensation/CEO Succession, Nominations and Risk.  

Rationale: (ISC)² Board of Directors conducted a governance, nominations and committee structure analysis over the last two years to identify improvements to its governance structure. The results of this taskforce recommended (ISC)² establish, or maintain, these four standing committees. For additional information related to the future state of the Professional Practices (Ethics) and Business Practices Committee, please questions 13 and 14 below.  

III. Board of Directors; Officers; Committees.  

1. Removed a qualification that Directors must have a sufficient command of the English language.  

Rationale: As a global association, we want to ensure that any member, regardless of English fluency, has an opportunity to serve. Necessary accommodations, such as interpretation and translation services, will be provided as required. Additional information related to the removal of this provision can be found in question 17 below. 
 

1. Modified term limits so that a Director may not exceed two terms. A Director may also be appointed to a vacancy one-time outside of the two-term limit.  

Rationale: As a result of its governance assessment, the Board recognized a desire to ensure sufficient diversity and turnover on the Board to encourage new ideas and fresh perspectives from our membership. Given this desire, the Board recommends a change to only allow two three-year terms, with the ability to be appointed once. This change, combined with the Board’s open call for elections, will ensure improved engagement with the membership in the governance process.  
 

1. Updated titles of the Officers of the Board to be gender neutral.  

Rationale: We modified pronouns throughout the bylaws to ensure inclusivity.  
   

1. Added the Chair as an Officer of (ISC)². 

Rationale: For business continuity purposes, the Board wanted to ensure that one of the Board officer positions was also designated as a corporate officer. This individual remains a volunteer member of the Board and is not a part of the management team. 

IV. Election of Board of Directors  

1. Updated election language to clarify the Board will submit a slate of qualified candidates to the membership equal to the number of open seats.  
    

Rationale: All changes to the nominations and election process have been recommended to create a more inclusive and globally representative Board of Directors. This includes a new open call for nominations that permits ANY MEMBER to apply to be on the Board, which abolishes the previous closed-door process that only allowed a limited number of members to be considered by the Nominations Committee. For members, our change provides even greater access for members to be considered in the director election process. More information related to this provision can be found in question 15 below. 

1. Modified the signed written petition rules to state that signatures of 1% of members in good standing are required.  

Rationale: With the addition of an open call for nominations, member have increased opportunity to be considered for the Board. The 500-signature requirement for petitioners was last updated in 2014, when the organization had significantly fewer members. The update to 1% allows the petition threshold to scale with the membership and ensures a petitioner truly has broad support to warrant consideration for the Board outside the official nominations process. More information about this provision can be found in question 16. 

1. Removed the option for write-in candidates to the Board.  

Rationale: The open call for nominations allows for any member in good standing to be considered for the slate. Given the opportunity provided to each member, the Board believes a write-in is no longer necessary. 

V. Officers of the Corporation  

1. Retitled section name.  

Rationale: Grammatical change to provide clarity.  

1. Added language clarifying who is identified as an Officer of the Corporation, including specific roles within the Corporation.  

Rationale: Historically, the three roles of President, Treasurer and Clerk have been filled by the Chief Executive Officer, Chief Financial Officer and General Counsel. This section was updated to ensure a seamless transition between individuals who are employed by the organization in these roles. We also updated the language to align the roles with other terms throughout the document.  

VI. Meetings of Members  

1. Updated right of petition language to be 1% of members in good standing. 

Rationale: This change was made to align the threshold with the updated petition requirement. For more information on the adjustment of the 1% for elections, please see question 2 under section IV Election of Board of Directors.  

VII. Indemnification of Directors, Officers, and Others  

1. No substantial changes  

VIII. Conflict of Interest  

1. No substantial changes.  

 VIIII. Miscellaneous Provisions  

1. No substantial changes.  

X.  Amendments.  

1. No substantial changes. 

13. What will happen to Ethics Committee? How will (ISC)2 continue to enforce the Code of Ethics? 

The Ethics Committee will remain an (ISC)² standing committee. It is vital to our association and for maintaining the integrity of (ISC)² certifications.  

The change represented in the bylaws is that the committee will no longer be appointed by the Board. Instead, to retain independence in adjudication issues, the Ethics Committee will be chaired by an (ISC)² member who does not sit on the Board of Directors, and members of the committee will be (ISC)² members who do not sit on the Board of Directors. This move creates a critical level of independence necessary to fairly adjudicate ethics issues. 

Additionally, as discussed during a breakout session at Security Congress 2022, Ethics and Professional Standards are more important than ever. (ISC)2 is committed to expanding and strengthening the ethical guidance we provide to cybersecurity professionals. The amendment to the bylaws ensures the Board remains responsible for setting policy and procedures on how the Code of Ethics is maintained and enforced. However, Board members will no longer sit on this member panel responsible for reviewing alleged Code of Ethics violations. This panel – comprised exclusively of certified member volunteers – will be empowered to make ethical determinations based on Board-approved policies.  

(ISC)² has and always will stand for the highest ethical practices.  

14. 
    14. Without a dedicated Business Practice Committee, how will the Board maintain necessary oversight of the association? 

To ensure increased independence in the investigation of any suspected or reported unethical behavior by management or vendors with which our association does business, a taskforce of member and third-party experts can be created by the Board at any time to review such concerns. This remains codified within our Bylaws and offers a more rigorous level of oversight than a Board-only committee. 

(ISC)² has and always will stand for the highest ethical integrity of our processes and practices. Management and our partners will always be held to those to standards.  
 

15. How will the proposed changes to the Bylaws impact Board elections? 

All changes to the nominations and election process have been recommended to create a more inclusive and globally representative Board of Directors. 

This includes a new open call for nominations that permits ANY MEMBER to apply to be on the Board, which abolishes the previous closed-door process that only allowed a limited number of members to be considered by the Nominations Committee.  

This new process enables us to pull potential candidates from our immense membership base to find qualified individuals who bring new perspectives and varying skills sets to strengthen the Board. While 2022 was our first year conducting an open call, we had a tremendous success, interviewing more than 80 candidates and putting forth a Board slate that is perhaps the most geographically and experience diverse than we have ever had. 

Moreover, the proposed changes also call for a new term limits for Board members. No member of the Board of Directors may be elected to serve more than two terms. This change is intended to encourage even more diversity and broader representation from our global members. 

16. Why is the petitioning requirement being raised to 1% of membership? 

In accordance with our new open call for Board nominations discussed above, the change to the petition process also supports an inclusive philosophy. Petitioning should not be a way to circumvent or avoid the nominations process. And if a member wants to petition, the signatures required to be successful should be adequate to demonstrate a substantial amount of support amongst the membership. 500 signatures may have met that threshold when the organization was much smaller, but as the organization now comprises 180,000 certified members and growing, 500 no longer is representative of substantial support. The requirement for signatures equivalent to 1% of membership will scale appropriately with the growth of (ISC)².  

Our new Board Slate selection and petition process is more equitable and inclusive than it has ever been, and that it is in the best interest of our global membership.  

17. Won’t Board members without English proficiency be at a disadvantage? 

In the spirit of inclusion and accessibility, members who are not fluent in English should have the opportunity to serve, and accommodations in the form of translation services will be made available as necessary. We are growing globally. We need to hear member voices from all over the world.