Original
VI. Meetings of Members
1. Annual Meeting: The Members shall meet annually within the United States to conduct other business as properly brought before the Members.
2. Annual Report to the Membership: The Board of Directors and the Executive Director of (ISC)2 and other officers or committee chairpersons as directed by the Board shall report annually to the Membership on the state of the organization.
3. Special Meetings: Special Meetings of the Membership may be called by 1) the Chairman, 2) upon the written application of at least three members of the Board of Directors, or 3) as otherwise provided by law. Notice of special meetings shall be given by the Corporate Secretary as provided below, or in case of the death, absence, incapacity, or refusal of the Secretary, by any Officer of the Board.
4. Notice of Meetings: The Corporate Secretary (or the person calling the meeting) shall give written notice of every meeting of the Members. Notice to Director Members shall be given as provided in Article III, Section 11 for meetings of the Board of Directors. Notice to the Members shall state the date, hour and place of the meeting, and the purposes for which the meeting is to be held. The notice to the Members shall be given at least sixty (60) days before the meeting.
5. Quorum: For meetings of the Members, at least two Officers of the Board, a minimum of 50 percent of the remaining Directors, and at least 50 other Members in good standing shall be required to constitute a quorum for the transaction of business.
6. Voting: At all meetings of the Membership, each Member eligible to vote on a particular matter shall have one vote, unless otherwise provided by law, the Articles of Organization or these Bylaws.
7. Action at Meeting: When a quorum is present at any meeting of the Membership, a majority of the Members present and voting on a matter, except where a larger vote is required by law, the Articles of Organization, or these Bylaws, shall decide any matter to be voted on by the Members.
8. Right of Petition: Members may petition in writing to add items to the official agenda of any meeting of the Members or may petition in writing for a Special Meeting to address specific items of new business by presenting a signed petition for that purpose to the Chairman, Board Secretary, or (in their absence) any member of the Board of Directors. Such petition must contain the valid signatures (or electronic equivalent) of at least 500 Members in good standing. If the petition is for a Special Meeting, the Chairman shall call a Special Meeting within 90 days.
9. Place of Meetings: Except as otherwise required by law, meetings of the Board and of the Members may be held at any location selected by the Board.
Proposed
VI. Meetings of Members1. 1. Annual Meeting: The Members shall meet annually within the United States to conduct other business as properly brought before the Members.
2. 2. Annual Report to the Membership: The Board of Directors and the Executive Director of (ISC)2 and other officers or committee chairpersons as directed by the Board shall report annually to the Membership on the state of the organization.
3. 3. Special Meetings: Special Meetings of the Membership may be called by 1) the Chairman, 2) upon the written application of at least three members of the Board of Directors, or 3) as otherwise provided by law or bullet 8 below.. Notice of special meetings shall be given by the Corporate Secretary as provided below, or in case of the death, absence, incapacity, or refusal of the Secretary, by any Officer of the Board.
4. 4. Notice of Meetings: The Corporate Secretary (or the person calling the meeting) shall give written notice of every meeting of the Members. Notice to Director Members shall be given as provided in Article III, Section 11 for meetings of the Board of Directors. Notice to the Members shall state the date, hour and place of the meeting, and the purposes for which the meeting is to be held. The notice to the Members shall be given at least sixty (60) days before the meeting. Membership meetings must provide for remote attendance by members.
5. 5. Quorum: For meetings of the Members, at least two Officers of the Board, a minimum of 50 percent of the remaining Directors, and at least 50 other Members in good standing shall be required to constitute a quorum for the transaction of business.
6. 6. Voting: At all meetings of the Membership, each Member eligible to vote on a particular matter shall have one vote, unless otherwise provided by law, the Articles of Organization or these Bylaws. Votes may be submitted by proxy .
7. 7. Action at Meeting: When a quorum is present at any meeting of the Membership, a majority of the Members present and voting on a matter, except where a larger vote is required by law, the Articles of Organization, or these Bylaws, shall decide any matter to be voted on by the Members. Members may make motions on any issue at the Annual Meeting. Special Meetings will be limited to those actions specified in the call for a Special Meeting.
8. 8. Right of Petition: Members may petition in writing for a Special Meeting to address specific items of new business by presenting a signed petition for that purpose to the Chairman, Board Secretary, or (in their absence) any member of the Board of Directors. Such petition must contain the valid signatures (or electronic equivalent) of at least 500 Members in good standing. If the petition is for a Special Meeting, the Chairman shall call a Special Meeting within 90 days.
9. 9. Place of Meetings: Except as otherwise required by law, meetings of the Board and of the Members may be held at any location selected by the Board.
Rationale
These proposals clarify how Special Meetings may be called, explicitly allows for proxy voting, requires annual and special meetings to be held such that members may attend remotely, and allows members to bring up items of new business at the Annual Meeting.
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