Summary of Changes to ISACA’s Bylaws
ISACA’s Proposed Bylaws Have Been Approved
The updated ISACA Bylaws have been approved by membership and are effective immediately. Details and a summary of the newly adopted Bylaws are at www.isaca.org/bylaws2015.
ISACA opened voting on the proposed ISACA Bylaws on 27 April 2015 and the voting closed at the end of the Annual General Meeting in Brussels, Belgium, on 6 June 2015 at 9am (CET). All ballots have been tabulated by ISACA’s vendor, Votenet. The number of ballots cast was 15,870 with 95% of voting ISACA members approving the proposed Bylaws.
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Generally and Classes
The Proposed Bylaws allows for the Board to create categories of Membership in a separate governing document and authorizes a non-voting member class. This change creates more flexibility for ISACA in adding categories of members. For example, the non-voting class could be used to accommodate corporate or other organization memberships.
The Proposed Bylaws require the dues for all categories within a voting class to be equal. Further, they update the rights of members to align with current law and provide greater clarity regarding events that would trigger member termination.
Prior language with respect to holding annual meetings and the required notice for such is also updated. In addition, the Proposed Bylaws also enable electronic voting, subject to parameters set by the Board
The Proposed Bylaws state the following events as triggering termination of membership: resignation, death, failure to pay dues, fees or assessments, inability to maintain membership eligibility, determination that a violation of ISACA’s Code of Professional Ethics has occurred or where a good faith determination has been made that a member has violated the Code of Professional Ethics or has engaged in conduct materially and seriously prejudicial to ISACA and its interests.
If the membership of a Director or Elected Officer is terminated for any reason, that individual will cease to be a Director or Elected Officer.
ISACA’s Code of Professional Ethics is located at: http://www.isaca.org/Certification/Code-of-Professional-Ethics/Pages/default.aspx and the basic procedures for accepting and processing allegations of unethical activity is located at: http://www.isaca.org/Certification/Code-of-Professional-Ethics/Pages/Code-of-Ethics-Frequently-Asked-Questions-FAQ-.aspx
A member may be suspended upon a good faith determination by the Board, or a committee authorized by the Board, that the individual has violated ISACA’s Code of Professional Ethics, or engaged in conduct materially and seriously prejudicial to ISACA’ purpose and interests. Where a membership is suspended, the individual will not be a member during the period of the suspension.
This section updates prior language with respect to holding annual meetings and the required notice for such. The Proposed Bylaws specifically enable electronic voting, subject to parameters set by the Board.
The Proposed Bylaws also provide standards for electronic notice to the membership for meetings and indicate when a waiver of notice may occur.
The Proposed Bylaws allow the International President, the Board, the CEO or five percent (5%) of the ISACA membership may call a special meeting of the membership.
The Proposed Bylaws specify that unless the membership votes unanimously for the approval of the following items, that they must be included in any notice for a meeting: removing a Director without cause, filling Board vacancies, amending the Articles of incorporation, electing to wind up and dissolve ISACA, to approve a contract between a Director and ISACA (or any entity in which a Director has a material financial interest) or approving a plan of distribution of assets, other than money, that does not conform to the requirements of ISACA’s Articles of Incorporation or Bylaws.
The Proposed Bylaws set a quorum of five percent (5%) of the ISACA membership to transact business. Only a majority of the quorum is required for a valid vote.
The Proposed Bylaws allow for voting to occur electronically, by written ballot or voice vote and specify the information that must be included on a ballot and record keeping requirements for ballots. The Proposed Bylaws also indicate the Board can set a record date that ISACA must use to determine who is eligible to vote—that is all members in good standing as of a certain date prior to a vote will receive a ballot.
Board of Directors/Officers
Updates to this section more clearly articulate the obligations of the Board of Directors with respect to their governance duties and obligations. A specific standard of care is stated for Directors and guidance on investment-making with ISACA funds is also provided.
The Proposed Bylaws increase the maximum number of Directors from fifteen (15) to twenty-five (25). This increase will allow the Board to better serve a broader constituency by accommodating more Directors to represent ISACA stakeholders.
Additionally, guidance for determining and filling Director vacancies and for removing Directors is provided as well as a prohibition of compensation for volunteer Directors.
Robert’s Rules of Order is designated as the parliamentary authority for the ISACA Board.
Pursuant to the Proposed Bylaws a Director’s term will be one year, not exceed fifteen (15) months). This aligns with ISACA’s current practice.
For clarity, the Proposed Bylaws state that the terms for ISACA Directors begin and end at ISACA’s annual Member meeting. Appointed Directors may serve a maximum of five (5) terms in total.
The CEO is designated as a Director serving on the Board of Directors (“Designated Director).
The Proposed Bylaws also allow for the three (3) most recent past International Presidents to be members of the Board. The prior Bylaws allowed the two (2) most recent past International Presidents, to serve on the Board. The addition of a past International President allows for ISACA to retain its more experienced Board members so that they can provide guidance to newer Board members.
The Proposed Bylaws clearly articulate that the Board may take action without a meeting if all members of the Board (Directors) approve of the action.
The Proposed Bylaws place a two-term limit on the International President and a five-term limit on Vice Presidents. These are lifetime limits. The International President and Vice Presidents are Elected Officers. Duties for all Officers are detailed in this section.
As in prior Bylaws, Elected Officers, provisions for removal, resignation and declaring and filling vacancies are provided.
The Proposed Bylaws increase the number of Vice Presidents to nine (9) and enable the Nominating Committee to select one of the Vice Presidents as President-elect. This is a new position that is not included in the prior Bylaws.
The Proposed Bylaws allow the International President to appoint a limited number of Directors (“Appointed Directors”), noting that an individual appointed by the International President may not serve as an appointed Director for more than five (5) years (partial terms where a vacancy is filled shall not count toward such limit).
The Proposed Bylaws provide that the Board may create any number of Board committees provided that such have two or more directors.
The Board may delegate any of its powers to a Board committee, except for those powers that are specifically prohibited from such delegation in applicable law and in the Bylaws, as follows:
- Set numbers of Directors
- Elect Directors or remove Directors without cause
- Fill vacancies on the Board or Board committee
- Fix compensation for Directors or any Board Committee
- Amend or repeal Bylaws
- Adopt amendments to ISACA’s articles of incorporation2
- Create any Board committees or appoint the members of any Board committee
- Amend or repeal any resolution of the Board which is not amendable or repealable
- Approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of ISACA
- Expend corporate funds to support a nominee for Director if more people have been nominated than can be elected; or
- Approve contracts involving any assets held in a charitable trust where one of the Directors has an interest
The Proposed Bylaws allow for the creation of Advisory Committees that include non-Board members, but such may only act in an advisory capacity to the Board.
The Board shall determine the charters, appointment method and governance for all committees, and shall require each committee to keep minutes of meetings.
The Finance, Audit and Nominating Committees are the only standing committees provided in the Proposed Bylaws.
The Proposed Bylaws remove the Bylaws Committee as a standing committee; however, this committee may be created at any time by the Board.
With respect to the Nominating Committee composition, such is at the Board’s discretion. The Nominating Committee continues to function in the same fashion as in the prior Bylaws, selecting nominees for all Board positions except the past International Presidents (3), Directors who are appointed by the sitting International President (appointed Directors), the Treasurer (the CFO fills this position as long as he or she is employed by ISACA as CFO) and the Director position held by the CEO (the CEO holds a Director position as long as he or she is employed by ISACA as the CEO).
The election process remains the same as prior Bylaws as well, in that members in good standing may submit petitions for nomination and where more nominees than available Board positions exist, an election is held.
Further, the Nominating Committee must act consistent with its Board-approved charter, provided that such actions do not conflict with applicable law or the Bylaws. The Nominating Committee will be solely responsible for the nomination of candidates
The Proposed Bylaws update the Chapters section in the existing Bylaws to correspond to current law and ISACA practices.
Additional clarity has been added to Chapter obligations with respect to their actions.
The Proposed Bylaws provide that chapter presidents, or other chapter representatives, shall meet periodically pursuant to Board guidelines. Chapter Presidents will serve as liaisons and advisors in coordinating chapter activities. Chapters must keep adequate books and records of their Board and committee meetings and Elected Officers of the Corporation shall have the right to inspect chapter records pursuant to laws governing the rights of members in the jurisdiction where the chapter resides.
Provisions in the prior Bylaws providing specificity as to chapter president duties and meeting conduct are deleted; however, the Board has discretion to create guidelines for such.
Finances and Indemnification
The new Bylaws provide that ISACA will not lend any money or property to any Director or Officer.
Additionally, any contract with any Director must be authorized by a majority vote of Directors who have reviewed all material facts and interests to the transaction disclosed to the Board. The contract or transaction must be just and reasonable to ISACA when executed. This provision was not contained in the prior Bylaws.
The Proposed Bylaws also increase ISACA’s flexibility to fully pursue opportunities in relation to its current strategy by providing the Board with the ability to make strategic investments to ensure the relevance, impact and long-term sustainability of the organization.
In additional, a fiscal year is set and the Proposed Bylaws make clear that expenses for the benefit of ISACA are reimbursable pursuant to policies adopted by the Board.
A refreshed indemnification provision has been included in the Proposed Bylaws to align to statutory language that also allows indemnification for judgments, fines and other amounts actually and reasonably incurred.
A more substantive section on insurance is provided in the Proposed Bylaws as the prior Bylaws indicated only that the Treasurer was empowered to obtain insurance for ISACA.
Pursuant to the Proposed Bylaws, any transaction, including a contract, to which ISACA is a named party, with a financial commitment in excess of fifty thousand US dollars (US $50,000), and is conducted with an Officer or Director of ISACA, must be disclosed to the membership unless it has been previously approved by the membership. Such disclosure must include details of the transaction as provided in the Bylaws. This provision was not in the prior Bylaws.
The Proposed Bylaws, like the prior Bylaws, require an annual report to be prepared one-hundred and twenty (120) days after the end of ISACA’s fiscal year. Such report shall include financial details, a statement indicating where members’ records are located and other information as required under the Proposed Bylaws. Each ISACA member shall be informed of his/her right to receive such report.
The Proposed Bylaws provide that the fiscal year shall be determined by resolution of the Board. The prior Bylaws established the calendar year as the fiscal year, unless the Board adopted another fiscal year.
Amending the Bylaws
Allows for the Board to amend the Bylaws when such will not damage the members’ rights to vote, dissolve the corporation or transfer their membership between Chapters. Note that under California Code the members may also vote to amend the Bylaws, subject to restrictions in the Code.