Original
III. Board of Directors; Officers; Committees1. 1. Qualification: The members of the Board of Directors ("Board") are those Members duly elected or appointed as provided in these Bylaws. Each Director shall have sufficient command of the English language such that he or she may carry out the duties of Director and ensure full comprehension of, and participation of, all business of the Corporation.
2. 2. Constitution of Board: The Board shall consist of a minimum of seven Directors. A two thirds majority of the Board shall set the exact number.
3. 3. Term of Office: Directors are elected by the Members to serve for three-year terms or appointed [by the Board] to serve for terms lasting up to three years. Each Director shall serve until his or her successor is duly appointed or elected, or he or she sooner dies, resigns, is removed or disqualified.
4. 4. Term Limits: "Service" means occupying any position as a Director of (ISC)2. Service as a Director may not exceed six years in any ten year period; provided, that all Directors currently serving in office as of the effective date of these Bylaws may complete their duly elected or appointed term of Service. No one may serve as an appointed Director more than once, regardless of the duration of their appointment. An appointed Director may stand for election by the Members to a term subsequent to appointed service, subject to the term limitations stated herein
5. 5. Recall of a Director: In an election called specifically for the purpose of a recall, the Members entitled to elect a Director may recall such Director by a majority of those voting.
Proposed
III. Board of Directors; Officers; Committees1. 1. Qualification: The members of the Board of Directors ("Board") are those people duly elected or appointed as provided in these Bylaws. Each Director shall have sufficient command of the English language such that he or she may carry out the duties of Director and ensure full comprehension of, and participation of, all business of the Corporation.
2. 2. Constitution of Board: The Board shall consist of a minimum of seven Member Directors plus a minimum of three Outside Directors. A two thirds majority of the Board shall set the exact number for each class of Director.
3. 3. Term of Office: Directors are elected by the Members to serve for three-year terms or appointed [by the Board] to serve for terms lasting up to three years. Each Director shall serve until his or her successor is duly appointed or elected, or he or she sooner dies, resigns, is removed or disqualified.
4. 4. Term Limits: "Service" means occupying any position as a Director of (ISC)2. Service as a Director may not exceed six years in their lifetime; provided, that all Directors currently serving in office as of the effective date of these Bylaws may complete their duly elected or appointed term of Service. No one may serve as an appointed Director more than once, regardless of the duration of their appointment. An appointed Director may stand for election by the Members to a term subsequent to appointed service, subject to the term limitations stated herein
5. 5. Recall of a Director: The Members can recall (remove) a Director by majority vote at any Annual or Special meeting of the Members.
Rationale
These changes provide for the provision of Outside Directors. It is thought that the Board would benefit from having persons that are not members but have served on other Boards to advise them. This also provides a process of recall of director that is currently vague.
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