ISC2 Chapter Policies

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ISC2 Chapter Affiliation Agreement

ISC2 __________________________ CHAPTER CHARTER

This Chapter Affiliation Agreement, as supplemented by the policies incorporated herein by reference as set forth in Section 5 below (the “Charter”) is made by and between International Information System Security Certification Consortium, Inc., a Massachusetts nonprofit corporation (“ISC2”), and the ISC2 __________________ Chapter (the “Chapter”), a __________________________________ (indicate location of registration – state or country); __________________________________ (indicate type of entity – corporation, LLC, unorganized group, etc.), and shall become effective as of the date of last signature below.

WHEREAS, the Chapter has properly petitioned ISC2 to affiliate itself with ISC2 and ISC2 has approved such affiliation and wishes to grant to the Chapter this Charter pursuant to which ISC2 and the Chapter shall become affiliated as set forth herein;

WHEREAS, the purpose of this Charter is to document the relationship between ISC2 and the Chapter;

WHEREAS, ISC2 and the Chapter wish to set forth their mutual understandings and agreements pertaining to the grant of the Charter and the mutual rights and responsibilities created thereby.

NOW, THEREFORE, in consideration of the foregoing and of other mutual promises and agreements hereinafter set forth, the receipt and sufficiency of such consideration being hereby acknowledged, ISC2 and the Chapter agree as follows:

Rights and Chapter Operations Area: The Chapter shall have the right to utilize the name of ISC2 in the name of the Chapter solely as set forth in this Charter, to acknowledge its affiliation with ISC2 and to receive all other benefits bestowed by ISC2 upon its affiliated Chapters subject to the terms and conditions hereof. The Chapter’s rights, including its right to solicit members, and its affiliation with ISC2 are limited to the following geographic area approved by ISC2 but subject to modification at ISC2’s discretion upon reasonable notice to the Chapter:

___________________________________________________________________
(Indicate geographical boundaries of the Chapter)

Rights and Chapter Operations Area: The Chapter shall have the right to utilize the name of ISC2 in the name of the Chapter solely as set forth in this Charter, to acknowledge its affiliation with ISC2 and to receive all other benefits bestowed by ISC2 upon its affiliated Chapters subject to the terms and conditions hereof. The Chapter’s rights, including its right to solicit members, and its affiliation with ISC2 are limited to the following geographic area approved by ISC2 but subject to modification at ISC2’s discretion upon reasonable notice to the Chapter:

___________________________________________________________________
(Indicate geographical boundaries of the Chapter)

Relationship: ISC2 and the Chapter are not and shall not be considered joint venturers, partners, legal representatives, employees, independent contractors or agents of each other under any circumstance. At no time shall either party act or represent itself to be acting in any of these capacities. Neither ISC2 nor the Chapter shall have the right or power to bind or obligate the other in any manner and shall not make, or represent that it has the power or authority to make any contract, agreement, representation, warranty or obligation, express or implied, on behalf of the other. Neither party shall be liable for any act, error, omission, debt, or other liability or obligation of the other party.
Limitation on Chapter Authority. The Chapter shall not speak for ISC2 or any other ISC2 chapter unless authorized in the particular matter by ISC2 or the other chapter board, respectively, by an advance writing. In addition to the limitations on their mutual relationship set forth in Section 2 hereof, the Chapter specifically understands and agrees that ISC2 is not responsible for debts contracted by the Chapter or Chapter liabilities or obligations of any kind or nature. Further, the Chapter understands and agrees that ISC2 is not and shall not be, or be held out to be by the Chapter, a guarantor of any activity of the Chapter, financial or otherwise, and the Chapter shall not so represent ISC2 to any person.
Non-Competition. The Chapter acknowledges that ISC2 has invested substantial time, money and resources in the development, management and implementation of its various certification and other educational programs in the area of information security conducted around the world (the “(ISC2 Business”) and has developed significant goodwill through its reputation as a provider of such programs. Further, the Chapter understands and agrees that engaging in any activity that competes with the ISC2 Business will enable the Chapter to harm, or potentially harm, ISC2 and the ISC2 Business. In consideration thereof, the Chapter shall not, without the prior written consent of ISC2, directly or indirectly, individually or in partnership or conjunction with another entity (a) offer, endorse, support or otherwise promote certifications that compete with the ISC2 Business; or (b) commercially offer training or training materials that prepare individuals for any ISC2-related exam or otherwise commercially compete with ISC2 education products and services. Furthermore, Chapter officers shall not be engaged in competitive certification or education activities, employed by competitors of ISC2, or serve as officer of any other chapter organizations. It is understood and agreed that the Chapter may (a) commercially provide ISC2 products and services as approved by ISC2; and (b) provide training and training materials for ISC2-related exams, education products and services on a non-commercial basis, free of any charge or remuneration. The provisions of this section shall survive the termination or expiration of the Charter.
Governance:
1. Bylaws. The Chapter shall abide by and promote the purposes and objectives of ISC2 as set forth in the ISC2 Articles of Organization and Bylaws in effect from time to time. The Chapter shall adopt its own Bylaws (or other governance document having the same purpose as Bylaws) for its operations that comply with the ISC2 Chapter governance requirements set forth in Exhibit A hereto, which may be amended by ISC2 from time to time without requiring a formal amendment of this Charter. No provision of the Chapter’s Bylaws shall contravene or be inconsistent with ISC2 Bylaws or this Charter. Chapter Bylaws and any subsequent amendments must be submitted to ISC2 after formally being adopted by the Chapter membership.
2. Entity Formation Document. Each Chapter must be established as a separate legal entity, such as a nonprofit corporation or unincorporated association, in accordance with applicable laws pertaining to such entities in its country or state of operation. The entity must be structured to ensure the following:
3. Compliance with ISC2 Policies. A Chapter shall be considered in good standing provided it complies with all terms of this Charter and all guidelines and policies applicable to ISC2 chapters in effect from time to time, including without limitation the following, each of which, as amended from time to time, is incorporated herein by reference and made a part hereof:
  - ISC2 Chartering Chapter Guidelines
  - ISC2 Governance Requirements/Model Bylaws (Exhibit A hereto)
  - ISC2 Official Chapter Handbook
  The Chapter acknowledges that it has received copies of the above policies and guidelines in effect on the date hereof.
Compliance with Law: The Chapter shall comply with all laws, rules and regulations applicable to it, including without limitation those with regard to its formation, operation, maintenance of accounts, tax status, privacy, compliance reporting, good standing and solicitation of contributions. It is the sole responsibility of the Chapter to identify, understand and comply with such laws, rules and regulations. The Chapter expressly understands and agrees that ISC2 has no responsibility or obligation, legal or otherwise, with regard to the Chapter’s operations and the existence of, applicability to, or compliance by the Chapter with, any law, rule or regulation applicable to the Chapter.
Data Privacy and Security: Each party shall comply with all applicable privacy, data protection, and information security laws in connection with the collection, use, storage, management, and, where applicable, transfer of personal data (“Personal Data”). Each party shall implement and maintain appropriate technical and organizational measures to protection Personal Data against unauthorized access, disclosure, alteration, or destruction. When required, the parties shall work in good faith to execute any additional agreements or take any actions necessary to satisfy related legal requirements. If either party becomes aware of a personal data breach affected the other party’s Personal Data, it shall notify the other party without undue delay, consistent with applicable law.

The Chapter’s use of any ISC2-provided systems, platforms, or tools shall be solely for authorized chapter purposes, in accordance with any applicable terms of use, and in a manner that does not compromise the security, availability, or integrity of such systems. ISC2 may suspend or revoke access in the event of misuse or security concerns.

Membership: The Chapter may admit as members any individual or organization having an interest in, or professional connection to, systems security issues and related certification programs as the Chapter sees fit to permit within its membership base; provided, however, that the Chapter shall not knowingly allow as members (a) any person convicted of criminal activity or conduct that is considered contrary to community standards of justice, honesty or good morals in the past four years, (b) any person convicted at any time of any crime of violence, fraud, embezzlement, murder, rape or any form of computer related crime, or (c) any person decertified by ISC2 for ethics violation. The Chapter may solicit members only within the geographic area authorized pursuant to Section 1 of this Charter, but it may consider membership inquiries received from individuals located outside of such area. All Chapter members shall abide by the ISC2 Code of Ethics in effect from time to time. Membership in the Chapter shall not require membership in ISC2 and shall not confer membership in ISC2 on any Chapter member. The Chapter shall make it clear in all of its membership solicitation and outreach, including a statement on its website if one is maintained, that membership in ISC2 is separate from, and unrelated to, Chapter membership.
Dues: The Chapter may establish and impose only Chapter dues on its members and at its discretion. No dues shall be payable by the Chapter to ISC2, and the Chapter shall not collect or solicit from, and shall not impose upon, any Chapter member the payment of ISC2 dues. The Chapter shall not represent to any Chapter member or potential member that Chapter dues are payable or transferrable to ISC2.
Chapter Reporting Requirements:

Annual Reports. The Chapter is required to submit an Annual Report to ISC2 no later than the last day of January of each calendar year reporting on the previous calendar year’s activities. Each Annual Report shall be signed by a Chapter Officer and include:

A listing of current Chapter Officers and Committee Chairs, if any.
A listing of all senior management and a summary of any changes in such management if a staff is maintained by the Chapter.
A summary of the past year’s activities, including minimum number of required meetings and dates of meetings, topics, and any special events such as seminars or education and training participation.
Affirmation that the Chapter is in compliance with all terms of this Charter.

Periodic Reports. ISC2 reserves the right to require additional reports upon reasonable notice to the Chapter in order to monitor the Chapter’s compliance with this Charter.
Governing Board Updates. Names and contact information of Officers and Directors of the Chapter and the dates on which the term of each begins and expires shall be reported in writing by the Chapter within thirty (30) days after election or appointment.
Audit. ISC2 reserves the right to audit Chapter Officers, Directors, and processes to ensure compliance with all ISC2 requirements. Chapter must comply with any recommendations ordered from such Audit.

Bank Account: If necessary to conduct Chapter business, the Chapter may establish and maintain its own bank account, and shall obtain an Employer Identification Number (EIN) or regional equivalent.
Use of ISC2 Intellectual Property:

Non-Exclusive License: ISC2 hereby grants to the Chapter a non-exclusive, revocable, non-transferable, limited license to use the ISC2 logo, the names “ISC2” and “International Information Systems Security Certification Consortium,” and any other presentation of the ISC2 acronym (the “ISC2 Marks”) solely for the purpose of indicating affiliation of the Chapter to ISC2 as set forth in this Charter. All use of the ISC2 Marks shall be in compliance with the terms hereof and ISC2 Regulations Governing Use of Marks and any other ISC2 rules on trademark usage and branding in effect from time to time.
Format of Chapter Name: The distinction between the Chapter and ISC2 shall be maintained under all circumstances. Any Chapter communication shall include the Chapter’s name in association with any of the ISC2 Marks so as not to confuse communications from ISC2 with those of the Chapter. For example:

Jane Doe, President
ISC2 __________ Chapter

Indemnification. The Chapter agrees to defend and indemnify and hold ISC2 and its affiliates, employees, members of its governing board and agents harmless from and against any claims, losses, liabilities, damages, costs and expenses including reasonable attorneys' fees arising out of or relating to Chapter’s breach or alleged breach of any provision of this Charter, or any other negligent or wrongful act or omission of the Chapter. The provisions of this section shall survive the termination or expiration of the Charter.
Termination; Rescission of Charter: Either party may terminate this Charter with sixty (60) days’ prior written notice indicating an express intent to terminate by a stated date. In the event of any breach of this Charter by the Chapter, ISC2 may rescind this Charter immediately by written notice to the Chapter. Upon termination for any reason, (a) the Chapter shall immediately cease utilizing the ISC2 Marks, and the Chapter may no longer claim any affiliation with ISC2; and (b) to the extent permitted by applicable law, all then-remaining funds of the Chapter shall be transferred to ISC2 to hold in escrow for the sole purpose of transferring such funds to a new chapter entity formed to cover the geographic area authorized under this Charter.
Miscellaneous.

Waiver. Any waiver by either party of a breach of any provision of this Charter must be in writing and shall not operate as, nor be construed to be, a waiver of any subsequent breach. No delay or omission in the exercise or enforcement of any right or remedy provided in this Charter or by law by either party shall be construed as a waiver of such right or remedy.
Severability. In the event that any provision or section of this Charter shall be held to be invalid by any court, such holding shall not affect in any respect whatsoever the validity of the remainder of the Charter.
Assignment. This Charter may not be assigned except pursuant to a written agreement, to be signed by both parties.
Governing Law. This Charter shall be governed by and interpreted in accordance with the laws of the state of Virginia (excluding conflict of laws rules).
Entire Agreement. This Charter contains and constitutes the entire understanding and agreement between the parties hereto with respect to the transactions which are the subject of this Charter and supersedes and cancels all previous negotiations, agreements, commitments, and writings relating to said transactions.
Amendment. This Charter may be amended only by an agreement in writing, signed by each of the parties hereto, and after receipt of written approval from ISC2.
Notices. Any notice or other communication between the parties required under this Charter required to be in writing shall include electronic mail, facsimile or other mode of electronic transmission other than texting.
Counterparts. This Charter may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

[Signature page follows.]

IN WITNESS WHEREOF, each of the undersigned has caused this Chapter Affiliation Agreement to be executed by its authorized representative as a sealed instrument as of the date first above written.

International Information System Security Certification Consortium, Inc. [ISC2]

____________________________________
Name (on behalf of ISC2 Corporate)

____________________________________
Signature

____________________________________
Title

____________________________________
Date

ISC2 _______________________ Chapter

____________________________________
Name (on behalf of the ISC2 Chapter)

____________________________________
Signature

____________________________________
Title

____________________________________
Date

EXHBIT A TO ISC2 CHAPTER AFFILIATION AGREEMENT

ISC2 Chapter Governance Requirements

ISC2 is an international organization and, as such, has members located around the world. Taking into account local customs and legal requirements, each authorized Chapter of ISC2 must have and maintain Bylaws or some other form of governance protocols and rules as are appropriate to entity form of the Chapter, in compliance with applicable law in the country or state where the Chapter is formed and operates.

Each Chapter must have Bylaws that comply with the terms set forth below unless otherwise required by applicable law, rule or regulation. Any material deviation from these requirements must be approved in advance by ISC2.

Minimum Requirements of Bylaws:

Bylaws shall include provisions covering the following:

The government and oversight authority of the Chapter shall be vested in a governing board of directors who are elected by the Chapter members (the “Governing Board”).
The Governing Board shall manage the affairs of the Chapter in conformity with the provisions of this Charter, the bylaws of the Chapter, the policies of ISC2, and applicable law.
Members shall also elect all officers of the Chapter.
Officers must be members of ISC2 and shall include, at a minimum, a President, Treasurer, Secretary/Clerk and a Membership Chair. Additional officers may be elected.
The process to elect and remove officers, directors and to terminate membership rights.
Authority of, and the process to appoint members of, all committees.
An annual meeting will be called to conduct organization business, including when necessary, election of directors and officers. The election of directors and officers is recommended to be held annually, but must be held at least every three years.
Directors must meet regularly to ensure sufficient oversight of Chapter affairs.
Quorum and voting requirements for director and member meetings.
Requirements of membership, assessment of fees and dues.
Method of amending bylaws.
Such other matters as the Chapter may desire, provided such bylaws do not conflict with this Charter, the Articles of Organization or Bylaws of ISC2, the policies of ISC2, or any applicable law.

A model form of Bylaws is provided as a courtesy to Chapters to give some guidance in preparing their own Bylaws. Any such governing documentation must be in compliance with all laws applicable to the jurisdiction where the Chapter is established.

Any amendment, alteration, or repeal to the Chapter Bylaws or governance document should be noticed to ISC2 within 30 calendar days of implementation. Provide notice of what was changed and a revised copy of the Bylaws.

2025 ISC2 Volunteer Agreement

____________________________ (“Volunteer”) will have the opportunity to be part of the ISC2 Volunteer Program. International Information System Security Certification Consortium, Inc. (“ISC2”) and Volunteer agree that as part of the Volunteer Program, the following terms of the agreement shall apply:

This agreement begins on the date specified on the agreement below and shall continue until the end of the term period.
Either party may terminate this agreement at any time for any reason upon immediate notice, oral or written, to the other party.
Volunteer agrees to perform the following tasks pursuant to the terms of this agreement:
1. Serve as a “volunteer,” and carry out the charge as outlined.
2. Abide by all applicable ISC2 policies and procedures, including the attached Volunteer Code of Contact, while carrying out these volunteer services.
3. Comply with all background checks, screenings, or other requirements as mandated by the organization or the specific location where their services are being performed. This includes, but is not limited to, submitting to criminal background checks, providing necessary personal information for verification purposes, and adhering to any additional policies or procedures as set forth by the volunteering organization or location. Volunteer is also responsible for any fees or costs associated with these requirements.
Volunteer is not an employee of ISC2 and is not entitled to receive a salary, benefits or other compensation other than the benefits listed below. Volunteer understands that he/she does not qualify for worker’s compensation benefits and is expected to carry personal medical insurance to cover medical expenses for any injuries he/she incurs while performing Volunteer services.
If Volunteer is unable or unwilling to perform their duties or is in violation of any of the terms of this agreement, including but not limited to the Volunteer Code of Conduct, ISC2 reserves the right to terminate the agreement, and end the volunteer participation/opportunity.
Volunteer shall defend, hold harmless and indemnify ISC2, its directors, officers, employees, agents and other volunteers, from and against all damages, claims, liabilities, causes of action, judgments, settlements, costs and expenses (including reasonable expert witness and attorney fees) that may at any time arise or be claimed by any person as a result of bodily injury, death or property damage, or as a result of any other claim or cause of action of any nature whatsoever, arising from or in any manner connected with, directly or indirectly, the negligent or intentional acts or omissions of Volunteer in performing duties related to the Event.

I have read, fully understand, and agree to the terms and conditions set forth above.

I also agree to the terms and conditions as outlined in the ISC2 Volunteer Code of Conduct <attached>.

________________________
Date

___________________________________ ____________________________________
Volunteer Signature Printed Name

ISC2 Volunteer Code of Conduct

Mission
Always Exhibit gracious professionalism. Gracious professionalism is a way of doing things that encourages high-quality work, emphasizes the value of others, and respects individuals and the community.

Respect

Treat all individuals with a sense of dignity, respect, and worth. Make a personal commitment to be non-judgmental about cultural differences, and the lifestyle of each person with whom you work.
Be courteous and polite in all your actions.
Avoid profane and abusive language and disruptive behavior that is dangerous to self and others.
Respect all confidential information. Volunteers are responsible for maintaining the confidentiality of all proprietary or privileged information to which they are exposed while serving as a volunteer, whether this information involves a single staff, volunteer, member, or other person.

Personal responsibility

Be dependable, recognizing the commitment and responsibility to your volunteer assignment.
Accept assignment consistent with your interest, abilities, and available time.
Accept assignment with an open mind and a willingness to learn.
Avoid conflict of interest situations and refrain from actions that may be perceived as such.
Volunteers should reveal any potential or actual conflicts of interest as they arise.

Safety

Not use, possess, or be under the influence of alcohol or illegal drugs at any time during your shift.
Abstain from all illegal activity.
Wear business attire while presenting on camera. Avoid busy patterns and high-contrast pin stripes.
Follow safe workplace practices, including reporting accidents, injuries, and unsafe situations.
Report suspicious activities to your point of contact.

Collaboration

Be a team player.
Keep an open mind and value the input and suggestions of your fellow volunteers, hosts, and colleagues.
Be patient when working in group environments or with a teammate.
Support your project to the best of your ability.

Unacceptable Behavior

Harassment, intimidation, or discrimination in any form will not be tolerated.
Physical or verbal abuse of any attendee, speaker, volunteer, exhibitor, ISC2 staff member, or other event guest.
Examples of unacceptable behavior include but are not limited to: verbal comments related to gender, sexual orientation, disability, physical appearance, body size, race, religion, national origin, inappropriate use of nudity and/or sexual images in public spaces or in presentations, or threatening or stalking any attendee, speaker, volunteer, exhibitor, ISC2 staff member, service provider, or other meeting guest.
Disruption of talks during event sessions, in the exhibit hall, or at other events organized by ISC2 at the meeting venue or hotels.

Consequences

Anyone requested to stop unacceptable behavior is expected to comply immediately.
ISC2 staff (or their designee) or security may take any action deemed necessary and appropriate, including immediate removal from the meeting without warning.
ISC2 reserves the right to prohibit attendance at any future meeting.
Other consequences as set forth in the ISC2 Ethics Policy, as applicable.

If you are the subject of unacceptable behavior or have witnessed any such behavior, please immediately notify an ISC2 staff member or ISC2 volunteer in a leadership position. Notification should be done by contacting the Volunteer Manager. You can also submit any concerns post-event by emailing volunteer@isc2.org.

ISC2 Volunteer Conflict of Interest Policy

This policy covers all individuals in significant decision-making capacities, including volunteers, committee members, task forces, working groups and others. The purpose is to assure that potential conflicts are adequately disclosed and that individuals are aware of when they should raise the question about the appropriateness of their participation in a particular activity or decision. It is envisioned that a volunteer beginning tenure in a position will complete the form and would therefore be asked to review it and update if necessary.

This policy is intended to assist individuals who are serving ISC2 in any of a wide variety of capacities. Recognition and proper disclosure of situations that might generate a conflict of interest during one’s work, or perhaps simply create the appearance of such conflict, is a critical step in the avoidance of potential questions of propriety.

No individual should use an ISC2 position or the knowledge property gained in such a position in a way that gives rise to questions about a conflict between the interests of ISC2 and the individual’s personal interests. Each individual serving ISC2 has an ethical duty, and in many cases a strict legal duty, to place the interest of ISC2 foremost in any activity in which ISC2 is involved or which is, even remotely, related to ISC2. An individual who has a significant personal interest in an activity or transaction or holds any position compensated or uncompensated with an organization competing with or related to the activity or transaction must make full disclosure of such interest before any discussion or negotiation related to it begins so the outlined process can be followed.

To implement this policy, ISC2 requests that all individuals who determine ISC2 policy and makes substantive decision related to the operation of ISC2 programs read the policy and process and submit a disclosure form. These forms will be reviewed by the Chief Executive Officer, Chief Operating Officer, General Counsel, and Senior Director, Membership.

ISC2 Conflict of Interest Process

The following members will be asked to read the appropriate conflict of interest policy and sign the form, declaring any conflicts of interest, at the beginning of their term of service.

Advisory Council members
Program/Review Committee members
Content Development Committee members
Ad-hoc committees/task force members
Exam Development Volunteers/Item Writers
Scholarship Review Committee Members
Center Board of Trustees members
Center for Cyber Safety and Education committee members

The Chief Executive Officer, Chief Operating Officer, General Counsel, or Senior Director of Membership will review the signed forms to ensure that there are no critical conflicts. If a significant conflict is identified, the Chief Executive Officer will discuss with the ISC2 Chairman of the Board and the person with the conflict.
At any volunteer meetings, the following process should be followed.

At the beginning of the meeting, the chair reminds people to declare any conflicts that come up. S/he explains that conflicts are neutral and will be handled situationally. The important thing is to disclose the conflict of interest.
If someone declares a conflict, the chair asks what the perceived conflict is. Then the group decides how to handle it. Some options include: ask the person with the conflict to remove himself/herself from the room; invite the person to participate in the discussion but not vote; allow the person to participate and vote. Again, the important thing is that everyone is aware that a conflict exists and makes an informed decision about how to proceed.
If a conflict is considered severe, it should probably be included in the minutes if a decision was made so others would know it was disclosed and handled.

Conflict of Interest Policy Statement and Disclosure

I understand that ISC2 is a tax-exempt organization and that in order to maintain the federal tax exemption, ISC2 must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Except as described below to the best of my knowledge and belief; neither I nor the person or organization with whom I have or have had a close personal or business or professional service relationship:

Is engaged in any transaction or activity or has any other relationship that may represent a potential competing or conflicting interest, as defined in this policy, or
Intends to engage in any transaction, to acquire any interest in any organization or entity, or to become the recipient of any substantial gifts or favors that might be covered by the statement of policy regarding conflicts of interest.

Exceptions:

I have read and understand the ISC2 conflict of interest policy and process and agree to comply with it.

____________________________________ ___________________________
Signature Date

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