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Board Election Process

How does the (ISC)² Board of Directors election process work?

What are the responsibilities of Board members?

What does the Board look for in candidates it puts forth on its endorsed slate?

What are the duties and powers of the Board of Directors?

How long are Board members' terms?

How many terms can a Board member serve?

Do Board members get paid?

Why are only some Board positions available for election?

Why doesn't the Board place a call for nominations?

What selection criteria does the Board Nominations Committee use?

Can (ISC)² members nominate others for Board election?

Why do the Bylaws set one percent (1%) as the requisite number for petition?

Does (ISC)² notify the membership when and how to recommend Board member candidates
or prepare a petition for candidacy?

What is the timeline for the (ISC)² Board of Director Elections?

What are the instructions for submitting petitions to nominate a Board candidate?

Other than receiving the required number of petition signatures, what determines if a
candidate is qualified?

Where should I go if I have questions any about the Board of Directors election?

Didn't find what you were looking for?

 

Q:

How does the (ISC)² Board of Directors election process work?

A:

The election takes place the last 2 weeks in November every year. All members in good standing as of a date specified in July may vote in the election. The Board puts forth several recommended candidates each year, and members in good standing as of the date specified in July may petition to have their names added to the ballot. See below for more details on the petition process.

Q:

What are the responsibilities of Board members?

A:

The (ISC)² Board of Directors:

    • Issues certifications to qualified candidates that have met all the necessary credential requirements
    • Reviews and approves proposed new credentials or changes to existing credentials
    • Is responsible for overall corporate governance
    • Participates on various committees, such as the Nominating Committee, Ethics Committee, Scheme Committee, Strategic Planning Committee and Scholarship Committee 
    • Acts as evangelists for the organization and the (ISC)² mission
    • Must adhere rigidly to the (ISC)² Code of Ethics and all other (ISC)² policies.

Q:

What does the Board look for in candidates it puts forth on its endorsed slate?

A:

When assembling the endorsed slate every election year, the board is looking for a balance of experience and particular personal characteristics. Prospective board candidates must:

  • Have an established record of leadership in the field of information systems security.
  • Have previous or current experience in a managing or directing an information security program across a large enterprise.
  • Bring gender, ethnic and geographical diversity to the membership of the (ISC)² Board of Directors.
  • Have an established record of writing and/or speaking on the subject of information security.
  • Have participated in a significant way in the formulation or execution of public policies regarding information security.
  • Have an established record of advancing the field of information security.
  • Have not been a salaried employee of (ISC)² or its affiliates.
  • Possess the ability to: listen, analyze, think clearly and creatively, work well with people individually and in a group.
  • Have the willingness to prepare for and attend four or more in-person board meetings, weekly teleconferences and committee meetings, ask questions, take responsibility and follow through on a given assignment, read and understand financial statements.
  • Create opportunities for (ISC)²
  • Have a commitment from his or her employer to support the time off from work required to support this commitment.
  • Have a willingness to cultivate and recruit future Board members and other volunteers.
  • Possess honesty, sensitivity to and tolerance of differing views, and a desire to serve as a member of a team.
  • Be friendly, responsive, patient in dealings with fellow Board members, and possess a sense of humor
  • Adhere to the  (ISC)² Code of Ethics.
  • Promote the agreed collective Board opinion above their own personal views
  • Defend the organization and its stance. Work for change or acceptance where organizational views do not mirror those of the Board member
  • Refrain from bringing the organization into disrepute through personal actions or words

Q:

What are the duties and powers of the Board of Directors?

A:

Pursuant to Massachusetts law, where (ISC)² is incorporated, the Board of Directors is ultimately responsible for all actions of the organization. With that responsibility comes the power to do anything it deems to be in the best interests of the organization and its members. That power is limited to:

  1. A fiduciary duty of care and loyalty to the organization;
  2. A duty to act with such care as an ordinary prudent person would exercise under similar circumstances;
  3. A duty to act in good faith and in the best interest of the organization and its purpose and not act to further personal interests;

Avoid potential conflicts between the financial or institutional interests of the organization and the Board member, their family or an entity in which the Board member or family has an ownership or controlling interest.

Q:

How long are Board members terms?

A:

Under the current bylaws, which were adopted in July 2004, Board terms are limited to three (3) years. Terms begin on January 1st of the year following the election. The current holder of the seat remains for several months following the election and then steps down from office. This allows for a smooth transition of power and ensures that the newly elected member is able to understand the issues confronting the organization before taking their seat.

Q:

How many terms can a Board member serve?

A:

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

Q:

Do Board members get paid?

A:

Board members are not paid for their time and effort. (ISC)² does pay for their travel expenses to attend mandatory board meetings or committee meetings.

Q:

Why are only some Board positions available for election?

A:

Board members are elected to three-year terms, and those terms are staggered so that only one-third of the members stand for election each year. This is consistent with good practice for non-profit organizations, providing continuity of leadership and stewardship.

Q:

Why doesn't the Board place a call for nominations?

A:

Early in the year, the board begins looking for potential candidates for the board. This review begins by asking for suitable nominations from its various advisory boards and committees. This search typically yields approximately 25 potential candidates. The Nominations Committee then spends time vetting the candidates against various criteria listed below. This nomination and vetting process ensures that candidates have demonstrated their ability and desire to provide their time and energies to the organization over an extended period of time and are likely to be productive Board members.

Q:

What selection criteria does the Board Nominations Committee use?

A:

The primary criteria used by the Nominations Committee are a matching of potential candidates to the ‘Experience and Personal Characteristics’ described above. The Committee will not nominate anyone whom the members feel, or know from experience, cannot meet these requirements. Above all, the Board is concerned with how well the membership will be served through the work and responsibilities of their proposed nominees.

Q:

Can (ISC)² members nominate others for Board election?

A:

Yes. As detailed in the (ISC)² Bylaws, (ISC)² members can nominate themselves or others through the petition process. Those submitting the requisite signatures - 1% of the total (ISC)² membership (the actual number of signatures required is determined on the date the elections are announced) - by a predetermined date will be listed on the official ballot but without endorsement from the Board.

Q:

Why do the Bylaws set one percent (1%) as the requisite number for petition?

A:

When the membership ratified the current Bylaws, they determined one percent was seen as a low enough number that could reasonably be achieved by any member, particularly given that signatures could be electronic and the numerous mediums that are available, both official and unofficial, for gathering those signatures. The Bylaws set a number that would not be so small as to make the process so easy as to be perfunctory and not accurately reflect the size of the organization but at the same time not so large as to be an impediment.

Q:

Does (ISC)² notify the membership when and how to recommend Board member candidates or prepare a petition for candidacy?

A:

While (ISC)² is not required to notify the membership of any deadline pertaining to the petition process according to its Bylaws, (ISC)² notifies its members of petition procedures and deadlines every year. The Bylaws provide that petitions for names to go on the official ballot must be received no later than sixty (60) days prior to the election in time for the Board to ensure that they are otherwise qualified and agree to serve if elected and to place them on the official ballot. Eligible members may vote for any qualified candidate who agrees to serve.

Q:

What is the timeline for the (ISC)² Board of Director Elections?

A:

The Bylaws specifies timeframes for announcing the election timeline, board slate of nominees, deadline and instructions to submit petitions, instructions for electronic voting, voting commencement and the close of voting every year. As the specific dates vary slightly from year to year, those dates will be announced to the membership leading up to election season each year. The period for voting is consistent each year, however, and always occurs during the last 2 weeks in November. Electronic voting begins at 8:00 a.m. EST on November 16 and ends at 5:00 p.m. EST on November 30.

Q:

What are the instructions for submitting petitions* to nominate a Board candidate?

A:

To submit a petition, follow these steps:

  • No later than the deadline, submit a written or electronic petition to (ISC)², containing the signatures of no less than 1% of (ISC)² members who are in good standing.
  • For electronic petitions, the candidate must submit an e-mail that contains (a) original encapsulated emails from supporters using their e-mail address of record and providing their (ISC)² member ID number; and, (b) an Excel spreadsheet listing of all such names with corresponding email address of record and (ISC)² member ID number.
  • All petitions will be verified to ensure that they meet all of the requirements. If yours does not, we will notify you as soon as possible, giving you the opportunity to resolve the matters that prevented your first submission from being accepted and submit a corrected petition.
  • If someone else nominates you, you may decline the nomination.

*NOTE: (ISC)² does not endorse petitions. It is up to petitioners to promote their own petition and encourage other members to visit the site and "sign" their petition. (ISC)² will, however, send one email message per election year to all members on behalf of any candidate providing a link to more information about that candidate.

Q:

Other than receiving the required number of petition signatures, what determines if a candidate is qualified?

A:

The minimum qualifications, as set forth in the Bylaws, are that the candidate be a member in good standing and that they agree to serve if elected. Members may vote for anyone who meets this minimum qualification. See the question titled "What does the Board look for in candidates?" for more details on candidate qualifications.

Q:

Where should I go if I have questions any about the Board of Directors election?

A:

bod-email

Q:

Didn't find what you were looking for?

A:

Contact CustomerSupport@isc2.org to get the answer.

 


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