Upcoming Annual Meeting and By-Laws proposals

[mencik]

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

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.

[dcontesti]

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

d

[JoePete]

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?

[dcontesti]

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

[mencik]

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@dcontesti wrote:

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

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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.

[mencik]

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@JoePete wrote:

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

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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.

[JoePete]

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@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.

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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.

[dcontesti]

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.

[mencik]

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@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".

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[JoePete]

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@dcontesti wrote:

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

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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).