Notice of Special Meeting of the Members

 (ISC)2 PHOENIX CHAPTER, INC.

2942 N 24TH STREET #114-714

PHOENIX, AZ 85016

 

To Be Held March 28, 2017

To Members:

A Special Meeting of the Members of (ISC)2 PHOENIX CHAPTER, INC. will be held on Tuesday, March 28, 2017 at 6:00 PM, local time, Deer Valley Airport Restaurant, located at 702 West Deer Valley Road, Phoenix, AZ 85027, in order to:

            1.         Continuation of the Annual Meeting adjourned on February 17, 2017, held at the Rio Salado Conference Center, 2323 W. 14th St., Tempe, Arizona 85281.

            2.         This meeting is to present to the Members for their consideration, discussion, and action results of the election of Directors to the Board of Directors and Officers to the Corporation held by electronic vote between February 6, 2017, and March 6, 2017.

            3.         This meeting is to present to the Members for their consideration, discussion, and action the following resolution proposed for adoption by the Board of Directors at the March 28, 2017, Special Meeting of the Members.

The resolution reads as follows:

 The following resolution (Resolution ID: 2017.03.01) is hereby, adopted by the Board of Directors at a Special Meeting of the Members held on March 28, 2017.

The Board of Director’s with the written (i.e. vote) consent of a 2/3 majority of the Membership present on March 28, 2017 hereby suspends the following two requirements present in the Bylaws of the Corporation for the election of Directors and Officers, only in respect to the Annual Meeting adjourned on February 17, 2017 and reconvened as a Special Meeting of the Membership on March 28, 2017.

Section 7.4. Election, and Term of Office.

“Election to the Board of Directors shall be by majority vote of the members of the Corporation, eligible to vote, which shall occur, except in the case of filling vacancies, at each annual meeting thereof.”

Section 8.3. Election and Term of Office.

“Thereafter, the Officers of the Corporation shall be elected by a majority vote of the membership at every annual meeting thereafter, except that new offices may be created and filled at any meeting of the Board of Directors.”

            4.         This meeting is to present to the Members for their consideration, discussion, and action the following resolution proposed for adoption by the Board of Directors at the March 28, 2017, Special Meeting of the Members.

The resolution reads as follows:

 The following resolution (Resolution ID: 2017.03.02) is hereby, adopted by the Board of Directors at a Special Meeting of the Members held on March 28, 2017.

The Board of Director’s with the written consent (i.e. vote) of a 2/3 majority of the Membership present on March 28, 2017  hereby concur with the Board of Directors that it is in the best interest of the Corporation to consent to the Secretary of the Corporation certifying the election results collected by electronic  vote between February 6, 2017, and March 6, 2017,  only in respect to the Annual Meeting  adjourned on February 17, 2017 and reconvened  as a Special Meeting of the Membership  on March 28, 2017 as valid and binding  upon the membership for election of Directors to the Board of Directors and Officers to the Corporation, if and only if Resolution ID: 2017.03.01 is also approved.

            5.         Conduct such other business as may properly come before the meeting and at any adjournment or postponement of the meeting.

The Board of Directors recommends that the Members vote FOR approval of Resolution ID 2013.03.01 suspending the requirement for a majority vote and FOR Approval of Resolution ID: 2017.03.02, consenting to the results of the electronic vote as valid and binding upon the Membership.  Board of Directors believes it is in the best interest of the Corporation and the Membership to have a full complement of Officers volunteering their time and serving the interest of the Membership. 

The Board of Directors further does not believe it is in the best interest of the Membership to prolong the election process until achievement of a majority vote.  The Corporation operates with minimal financial resources for the benefit of the members.  The Board of Directors believes that it has provided the Membership ample notice and opportunity to vote FOR, AGAINST or to ABSTAIN from voting for any candidate for office as part of the election process. The Membership of record were emailed numerous times at their email addresses of record as part of the election process reminding and asking them to cast their electronic ballots.

The Board of Directors has fixed the close of business on February 1, 2017, as the record date for the meeting.  All Members of record on that date are entitled to notice of and to vote at the meeting.

 YOUR PARTICIPATION IS IMPORTANT! 

PLEASE EMAIL THE This email address is being protected from spambots. You need JavaScript enabled to view it. OF THE CORPORATION (This email address is being protected from spambots. You need JavaScript enabled to view it.) AS TO WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON BY March 21, 2017.  THIS IS TO ENSURE THAT THERE IS SUFFICIENT SPACE AT THE VENUE.

 By Order of the Board of Directors

Charles R., Esparza

Secretary

Phoenix, Arizona

March 7, 2017

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