Original
II. Organizational Structure
4. Committees of the Corporation: The Corporation shall have three standing committees and other committees as established by the Chairman or the Board. All committees shall report to and serve at the pleasure of the Board. The three standing committees are:
a. Audit Committee - this committee is composed of the Treasurer and at least two other Members who are not Officers of the Board.
b. Business Practices Committee -this committee is composed of the Vice Chairman and at least two other Members who are not Officers of the Board. This committee shall investigate any allegations of ethical misconduct by (ISC)2 itself or by business partners of (ISC)2 and recommend to the Board policies on ethical business practices.
c. Professional Conduct (Ethics) Committee -this committee is composed of one Director and at least two other Members who are not Directors. This committee shall review allegations of ethical misconduct by Members and recommend appropriate action for the Board.
Proposed
II.
II. Organizational Structure
4. 4. Committees of the Corporation: The Corporation shall have three standing committees and other committees as established by the Chairman or the Board. All committees shall report to and serve at the pleasure of the Board. The three standing committees are:
a. Audit Committee - this committee is composed of the Treasurer and at least two other Members who are not Officers of the Board.
b. Business Practices Committee - this committee is composed of the Vice Chairman and at least two other Members who are not Officers of the Board. This committee shall investigate any allegations of ethical misconduct by (ISC)2 itself or by business partners of (ISC)2 and recommend to the Board policies on ethical business practices.
c. Professional Conduct (Ethics) Committee - this committee is composed of exactly one Director plus two or more Non-Director Members. This committee shall review allegations of ethical misconduct by Members and recommend appropriate action for the Board.
Rationale
This is to clarify that the Ethics committee is to be comprised of mostly non-directors, The current language should be clear enough, but the legal folks have wrapped themselves into a pretzel to state that the current makeup of 5 directors and 2 non-directors somehow is legal.
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