zaterdag 15 augustus 2015

Changes to the (ISC)2 Bylaws : Your vote is important

Note 1 : This post is only relevant if you are (looking to become) a member of (ISC)2 

Note 2 : As a member of (ISC)2 you might not care about voting on any matters related to (ISC)2. In this case, your vote is important. Even if you don’t care, do vote. This post exist to raise your awareness of such.

Note 3 : I was an (ISC)2 Board member from 2012 until 2014. I am currently not a Board member or in any way involved in the matters at hand. This post represents my personal view and not that of the (ISC)2 Board of Directors, any individual Director, or the organization.

On August 7th (ISC)2 management notified the membership of a special meeting that will be hosted at the (ISC)2 headquarters in Tampa, Florida. At this meeting there is currently one agenda point: 
“To approve of (ISC)² modifying the (ISC)² bylaws currently in effect since July 17, 2004 and replace them with the proposed amended and restated bylaws.” 


As a member, I will vote in favor of these new bylaws and in this post, I shall explain why.

Bylaws, for any corporation, are basically the operational blueprint of the corporation. This means that they put into writing how the corporation is run, by whom, who bears which responsibility, etc. etc. They don’t change often and the (ISC)2 Bylaws have not changed since 2004. 

When I was Chairman of the Board in 2014, I specifically created a Bylaws committee that was tasked to review, and potentially amend, the (ISC)2 Bylaws. In that sense, the special meeting is a direct result of my actions back then.  I am actually happy to see that the Board has continued to work on this topic and is now proposing changes that are important for the membership. And those changes are GOOD!

For starters, the preamble to the Bylaws has changed significantly. While the strategic mission of the organization has moved from a product focus to a member focus back in 2012, this is now also reflected in the Bylaws. It is set in stone.

Many of the changes are cosmetic in nature or change wording to be current. I will not delve into those specifically. Then there are specific changes that relate to how the Board functions. One example is the following :

13. Action Without a Meeting/Written Consent. Directors may vote without a meeting if
(i) the vote being taken is in writing;
(ii) all Directors (100%) consent in writing; and
(iii) each Director’s consent is included the Board records. Consent may be given by
electronic means. Such consents shall be treated for all purposes as a vote at a meeting.
14. Telephonic Participation in Meetings. Other than during executive sessions, Directors
may participate in any meeting by means of a conference telephone call or similar
communications equipment by means of which all persons participating in the meeting
can hear each other at the same time. Participating by such means shall constitute
presence in person at such meetings.  

This greatly improves the efficiency of the Board. Where it gathers 4 times a year, decisions can not always wait for the next Board meeting to take place. These provisions make it possible for the Board to make decisions without an in-person meeting, allowing them to be more agile in their actions.

However, the most important change in this document is related to the Board Member term limits. When I joined the Board in 2012, one of the key elements that drove my platform was the membership’s objection to seeing the same people sitting on the Board all the time. Some Board Members have been, thanks to the flexible term limits in the 2004 bylaws, almost continuously on the Board since 14 years. The new bylaws will make this impossible, as they state :

Term Limits: “Service” means occupying any position as a Director of (ISC)². Service as a Director may not exceed six years in any ten year period; provided, that all Directors currently serving in office as of the effective date of these Bylaws may complete their duly elected or appointed term of Service. No one may serve as an appointed Director more than once, regardless of the duration of their appointment. An appointed Director may stand for election by the Members to a term subsequent to appointed service, subject to the term limitations stated herein 

Previously they stated the following :

Term Limits: No member may be elected to the Board more than twice in any seven year period.

Now you may ask why this is such a huge difference. My anwer here is two-fold :
  • First and foremost, this forces the Board to be on the lookout for new blood all the time. Where under the original terms, a Director had to wait only 1 year after 2 consecutive terms to run for election again, the wait is longer now and searching for new, talented Directors is an important task to guarantee continuity. It also allows the Board to get new ideas on board. This is key for the organization and the membership.
  • Secondly, however, it forces the Board into transparency. Under the original terms, there was always somebody there that knew (of) the history of the organization and the Board. Somebody that could clarify based on their personal knowledge. There was no immediate incentive to document or organize. With these new terms, the Board is obligated to maintain a formal history and to no longer rely on individual knowledge. It does not need to be argued that documentation leads to accountability, and that too was one of the key points that underpinned my platform to become a Board member back in 2012.

In that sense, this single meeting is the culmination of (more than) 3 years of effort to affect change. I can not discount the work that was done by Board members before I joined or the work that was done after I left. What is important is that we are finally there and you, as a member, can acknowledge this by voting “YES” for these important changes. 

I hope that you can find the time to confirm your vote and support the Board to continue their work for the membership.

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