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As ISACA has grown into a larger and more complex global professional association, its governance has evolved as well. Periodically reviewing governing documents is part of good organizational stewardship and helps ensure that we continue to support the organization's size, complexity and future needs.

The proposed governance and bylaws updates are intended to modernize and simplify our governing documents while preserving strong governance, member oversight and transparency. All eligible members—professional members in good standing—a have the opportunity to review the proposed updates and be part of deciding how we move forward.

The proposed governance and bylaws updates are designed to:

• Modernize ISACA's governance framework
• Improve clarity and consistency throughout the bylaws
• Better support us as a global professional association
• Preserve strong governance and member oversight
• Align with best practices for organizations of ISACA’s size

Overall, the goal is to ensure ISACA's governance continues to serve both the organization and our members well into the future.

The proposed updates do not change:

• ISACA's mission or purpose
• ISACA's commitment to serving members and chapters worldwide
• ISACA's headquarters or physical office locations
• The maximum Board service limit of nine years
• Members' ability to nominate Board candidates through the petition process
• ISACA's commitment to transparency and strong governance

The proposal would move Board Director terms from one year to three-year terms while keeping the current maximum of nine years of total service.

Longer terms help provide continuity for long-term initiatives while still creating regular opportunities for new leadership and fresh perspectives. This approach reflects governance best practices used by many global nonprofit organizations and helps ensure important work can continue without unnecessary disruption.

A one-year board term could lead to 100% board turnover in a given year, leading to disruption and lack of knowledge transfer. Staggering three-year terms reduces that risk and enables only one-third of the board to turn over in a given year, ensuring a level of consistency.

A quorum is the minimum number of member votes required for an election or vote to be valid or to bring items to the floor at the annual general meeting.

As ISACA has grown to nearly 200,000 members around the world, achieving the current quorum has become increasingly difficult. The proposed update is intended to better reflect today's global membership and voting environment while continuing to encourage broad member participation. A 4% quorum in 2026, for example, represents a higher number of members than a 5% quorum in 2015, which is the last time a bylaws vote occurred.

Reducing the quorum to 4% helps ensure member votes can continue to guide important governance decisions without impacting the value of participation. Every eligible member's vote continues to carry equal weight.

This proposal would change the jurisdiction where ISACA is legally incorporated from California to Washington, D.C. This is known as re-domestication, and it is accomplished through a statutory merger, in which a Washington DC entity is formed, the California and Washington DC entities merge, and the Washington DC entity is the only one that emerges. You will see this language and the terms of the merger on the ballot.

A nonprofit incorporated in Washington DC is governed primarily by the District's one Nonprofit Corporation law. In California, nonprofits like ISACA are governed by three different laws: the General Corporation law (which also governs for profit companies); the Mutual benefit corporation law (ISACA is one of these); and Public benefit corporation law (mainly charities). * In short, Washington DC has a legal framework specifically designed for large, international nonprofit and professional membership organizations like ours, while California requires the association to move between three different laws, including ones that were not designed for organizations like ISACA. Moving ISACA’s legal home to Washington DC would better align our governance structure with organizations of similar size and scope, while supporting long-term operational flexibility.

This change is legal in nature and does not affect ISACA's name, mission, or location of our physical headquarters location and other regional offices.

No.

This proposal changes only ISACA's legal jurisdiction. It does not relocate ISACA's headquarters or change where staff work. Members will continue to receive the same services and support you do today.

The proposed bylaws were comprehensively rewritten rather than selectively amended. As a result, when comparing the two documents you will notice significant structural and formatting differences.

These broader changes reflect a deliberate effort to simplify the document, improve consistency, remove outdated or contradictory provisions, and move operational details into Board policies where appropriate.

While these modernization efforts appear throughout the rewritten document, you are voting only on the three proposed governance updates described on this page.