Article XII. – Membership

Article 12. – Membership

Section 12.1. Membership.
Membership in the Corporation is voluntary. Any individual, entity, or government body with a demonstrated interest in promoting the cause(s) of the Corporation, may apply for membership in the Corporation.

Section 12.2. Membership Composition.
The Corporation shall have three (3) classes of Members

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A. Constituent Members,
B. Professional Members,
C. Organizational Members

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The Board of Directors (referred to herein individually as "Directors") may add or eliminate classes of Members at any time by an affirmative vote of at least two-thirds (2/3) of the directors then in office.
Except as expressly provided in or authorized by the applicable Membership Agreement, the Articles of Incorporation, these Bylaws, the (ISC)2 Chapter Affiliation Agreement, (ISC)2 Phoenix Chapter Charter, or provisions of law, Members shall have the rights, privileges, restrictions, and conditions established by the Board of Directors in accordance with these Bylaws.

The benefits and privileges subject to the limitations and restrictions of these Bylaws and applicable Membership Agreement for each class of Members include:

 A sense of fellowship with colleagues in the profession;
 The ability to network and exchange knowledge with fellow (ISC)2 credential holders and other security professionals;
 Engaging in leadership opportunities, such as:
o Serving as an officer or director of the Corporation,
o Speaking at meetings or special events,
o Mentoring credential seeking professionals;
 Studying with colleagues for (ISC)2 base and advanced credentials;
 Earning CPEs through participation in professional activities;
 Receiving special discounts on (ISC)2 products and programs;
 Participation in co-sponsored events with other industry associations;
 Assisting (ISC)2 initiatives by speaking at industry events, or writing articles for publication;
 Participation in local community outreach projects (public service) to educate people about information and application security.

Section 12.3. Application, Qualification, and Election.
The membership shall consist of individuals, entities or government bodies with a demonstrated interest in, or professional connection to, systems security issues and related certification programs.
The initial members shall be those persons designated in the Articles of Incorporation at the time of formation of the Corporation. Thereafter, the process for application and election to membership shall be governed by the policy subscribed by the Board of Directors.
It shall be the duty of the Board of Directors to act on the recommendations of the Membership Committee with respect to applications for membership. The decision of the Board of Directors shall be final, except that appeal may be taken from such a decision of the Board of Directors to an open meeting of the Corporation.
An affirmative vote of at least three-fourths (3/4) of the voting Members present shall be necessary to reverse the decision of the Board of Directors.

The qualifications for membership in the Corporation shall be as follows:

A. Membership shall be available to any individual, entity, or government body having an interest in, or professional connection to, systems security issues and related certification programs.
B. Membership shall be available to any eligible individual interested in furthering the purpose(s) and objective(s) of the Corporation without regard to race, creed, color, age, sex, marital status, national origin, religion, sexual orientation, or physical or mental disability, provided:

1. An Applicant or Member has NOT been convicted of criminal activity or conduct that is considered contrary to community standards of justice, honesty or good morals, in the past four years;
2. An Applicant or Member has NOT been convicted of any crime of violence, fraud, embezzlement, murder, rape or any form of computer crime are ineligible;
3. An Applicant or Member has NOT been decertified by (ISC)2 for an ethics violation.

C. Membership in the Corporation shall NOT require membership in (ISC)2.
D. Execution of the applicable Membership Agreement agreeing to the Organizational Documents, and (ISC)2 Code of Ethics as amended from time to time;
E. The applicant must not otherwise be prohibited by treaty, law, or regulation from abiding by the terms of these Bylaws;
F. The applicant must pay the then-current annual dues applicable to the relevant Member classification, if any.
G. Constituent Members shall consist solely of individuals who have obtained certification as granted by (ISC)², whose certification is in good standing according to the specifications that are approved by (ISC)², and are in good standing with the Corporation as defined by these Bylaws.
H. Professional Members shall consist solely of individuals who have not obtained certification as granted by (ISC)², who have a demonstrated interest in, or professional connection to, systems security issues and related certification programs, and are in good standing with the Corporation as defined by these Bylaws.
I. Organizational Members shall consist solely of entities or government bodies who have an interest in, or professional connection to, systems security issues and related certification programs, and are in good standing with the Corporation as defined by these Bylaws.

Section 12.4. Number of Members.
There is no limit on the number of Members.

Section 12.5. Rights and Obligations of Membership.
In addition to the qualifications listed elsewhere in this Article, all Members are required execute a Membership Agreement, to abide by these Bylaws, the (ISC)2 Code of Ethics, as a condition of becoming and remaining members of the Corporation.

A. Rights of Constituent Members.
All Constituent Members must execute a Constituent Members Membership Agreement, in a form approved by the Board of Directors. Following execution of a Constituent Member Membership Agreement and for so long as such agreement shall remain in effect, each Constituent Member shall be entitled to all rights and bound by all obligations stated therein, and shall have the following rights:

1. The right to a single vote on an amendment to these Bylaws;
2. The right to a single vote on an amendments to the Articles of Incorporation;
3. The right to a single vote on such matters brought before the membership in accordance with the Articles of Incorporation, these Bylaws, and Chapter Affiliation Agreement;
4. The right to a single vote in all elections of the Officers of the Corporation;
5. The right to a single vote in all elections of the Board of Directors;
6. The right to be nominated and serve as an Officer of the Corporation;
7. The right to be nominated and serve as a Member of the Board of Directors;
8. The right to participate in and lead Committees with a single vote in the committee(s) in which such Constituent Member is a participant;
9. The right to participate in press articles and interviews;
10. The right to attend and participate in any all Members meetings;
11. The right to attend meetings of the Board of Directors,
12. The right to participate in working groups with a single vote in the working group(s) in which such Constituent Member is a participant;
13. The right to attend and participate in all Member meetings;
14. The right to access all published documents of the Corporation: and as described in these Bylaws;
15. and as described in these Bylaws, the right to such other privileges and benefits as may be established by the Board of Directors.

B. Rights of Professional Members.

All Professional Members must execute a Professional Members Membership Agreement, in a form approved by the Board of Directors. Following execution of a Professional Member Membership Agreement and for so long as such agreement shall remain in effect, each Professional Member shall be entitled to all rights and bound by all obligations stated therein, and shall have the following rights and restrictions:

1. The right to participate in and lead Committees with a single vote in the committee(s) in which such Professional Member is a participant;
2. The right to participate in working groups with a single vote in the working group(s) in which such Professional Member is a participant;
3. The right to participate in press articles and interviews;
4. The right to attend and participate in any all Members meetings,
5. The right to attend meetings of the Board of Directors,
6. The right to access all published documents of the Corporation;
7. The right to a single vote in all elections of the Officers of the Corporation;
8. The right to a single vote in all elections of the Board of Directors;
9. Professional Members shall NOT have the right to be nominated and serve as an Officer of the Corporation;
10. Professional Members shall each have the right to nominate one (1) representative of the Professional Membership class to stand for election to the Board of Directors;
11. Professional Members shall NOT have the right to vote on an amendment to these Bylaws;
12. Professional Members shall NOT have the right to vote on an amendment to the Articles of Incorporation;
13. The right to a single vote on such matters brought before the membership in accordance with the Articles of Incorporation, these Bylaws, Organizational Documents, and Chapter Affiliation Agreement, subject to any restrictions or limitations stated therein;
14. nominate one (1) representative to stand for election to the Board
15. Professional Members shall have the right to be nominated and serve as Member of the Board of Directors;
16. Professional Members shall have the right to nominate members to serve as Officers of the Corporation.
In addition to the foregoing, an affirmative vote of at least two-thirds (2/3) of all the Directors in office may from time to time approve other benefits to which all Professional Members may be entitled. Notwithstanding anything contained herein to the contrary, the Professional Members shall have restricted voting rights or powers and their approval shall not be required for the taking of any corporate action.

C. Rights of Organizational Members

All Organizational members must execute an Organizational Members Membership Agreement, in a form approved by the Board of Directors. Following execution of an Organizational Member Membership Agreement and for so long as such agreement shall remain in effect, each Organizational Members shall be entitled to all rights and bound by all obligations stated therein, and shall have the following rights:

1. The right to participate in and lead Committees with a single vote in the committee(s) in which such Organizational Member is a participant;
2. The right to participate in working groups with a single vote in the working group(s) in which such Organizational2. The right to participate in working groups with a single vote in the working group(s) in which such Organizational Member is a participant;
3. The right to participate in press articles and interviews;
4. The right to attend and participate in any all Members meetings,
5. The right to attend meetings of the Board of Directors,
6. The right to access all published documents of the Corporation;
7. The right to a single vote in all elections of the Officers of the Corporation;
8. The right to a single vote in all elections of the Board of Directors;
9. Organizational Members shall NOT have the right to be nominated and serve as an Officer of the Corporation;
10. Organizational Members shall NOT have the right to vote on an amendment to these Bylaws;
11. Organizational Members shall NOT have the right to vote on an amendment to the Articles of Incorporation;
12. The right to a single vote on such matters brought before the membership in accordance with the Articles of Incorporation, these Bylaws, Organizational Documents, and Chapter Affiliation Agreement, subject to any restrictions or limitations stated therein;
13. Organizational Members shall each have the right to nominate one (1) representative of the Organizational Membership class to stand for election to the Board of Directors;
14. The option to be listed (with a hyperlink to the Organizational Member's website) as an Organizational Member and have a profile on the Corporation's website.

In addition to the foregoing, an affirmative vote of at least two-thirds (2/3) of all the Directors in office may from time to time approve other benefits to which all Organizational Members may be entitled. Notwithstanding anything contained herein to the contrary, the Organizational Members shall have restricted voting rights or powers and their approval shall not be required for the taking of any corporate action.

An Organizational Member shall appoint one of its officers, board members, and/or full-time employees as its Representative to act for it in the affairs of the Corporation. An Organizational Member in the absence of such appointee, designate from among its officers, board members and/or full-time employees, an alternate to represent it temporarily and vote on its behalf. The term "Organizational Member" as used hereinafter, shall mean either an Organizational Member or a duly appointed Representative or alternate.

D. Voting, Holding Office, CPE Credit, and Meeting Attendance.

1. Constituent Members: The members entitled to elect directors of the Corporation shall consist solely of individuals who obtain certification as granted by (ISC)² and whose 2. The right to participate in working groups with a single vote in the working group(s) in which such Organizational Member is a participant;
3. The right to participate in press articles and interviews;
4. The right to attend and participate in any all Members meetings,
5. The right to attend meetings of the Board of Directors,
6. The right to access all published documents of the Corporation;
7. The right to a single vote in all elections of the Officers of the Corporation;
8. The right to a single vote in all elections of the Board of Directors;
9. Organizational Members shall NOT have the right to be nominated and serve as an Officer of the Corporation;
10. Organizational Members shall NOT have the right to vote on an amendment to these Bylaws;
11. Organizational Members shall NOT have the right to vote on an amendment to the Articles of Incorporation;
12. The right to a single vote on such matters brought before the membership in accordance with the Articles of Incorporation, these Bylaws, Organizational Documents, and Chapter Affiliation Agreement, subject to any restrictions or limitations stated therein;
13. Organizational Members shall each have the right to nominate one (1) representative of the Organizational Membership class to stand for election to the Board of Directors;
14. The option to be listed (with a hyperlink to the Organizational Member's website) as an Organizational Member and have a profile on the Corporation's website.

D. Voting, Holding Office, CPE Credit, and Meeting Attendance.

1. Constituent Members: The members entitled to elect directors of the Corporation shall consist solely of individuals who obtain certification as granted by (ISC)² and whose certification is in good standing according to specifications that are from time to time approved by the Board of Directors.
2. Only Constituent Members in good standing may hold officers.
3. All classifications of membership shall be required to attend at least one of every three consecutive Annual Business Meetings of the Corporation.
4. Each Organizational Member of the Corporation shall sign an affidavit attesting that the dues that the member company is paying are based on the Member's total annual United States revenue derived from an interest in, or professional connection to, systems security issues and related certification programs or activities. This affidavit shall be completed upon application and renewal of dues. To ensure accuracy of member dues, Corporation may ask members to provide supporting information. All information provided will be kept strictly confidential.

E. Promoting or Advancing Commercial and/or Political Agendas.
Members should refrain from promoting or advancing commercial and/or political agendas, to the corporation's membership.

F. Member's Address of Record.
It is the member's responsibility to provide Corporation with a current address. Any notification required under these bylaws is deemed completed upon sending information to the Member's Address of Record

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Section 12.6. Voting Rights.
Voting rights in the Corporation shall be vested solely in the voting members in good standing. A suspended member is not a member in good standing for purposes of these Bylaws.

Section 12.7. Good Standing.
No member shall be considered to be in good standing if their dues or other fees and charges are forty-five (45) days or more days in arrears, and such dues or other fees or charges are not paid within ten (10) days after written notification to such member. In such event, the member shall be expelled automatically from the membership of the Corporation unless, for reasons satisfactory to the Board of Directors, such default in payment is excused.

Section 12.8. Tenure.
Membership shall commence when an applicant is both approved for membership pays the required dues to be a member of the Corporation. Membership qualifications and categories shall be solely as authorized by these Bylaws. . Each member shall, subject to the provisions herein relating to suspension, expulsion, censure, removal, termination of membership, or maintain membership for a period of one year or such period of time as corresponds to payment of membership dues, if different.Membership in the Corporation shall terminate when a member resigns membership in the Corporation; fails to pay dues; is removed from membership by the Board of Directors for just cause; or membership is otherwise ended consistent with applicable law and these Bylaws and policies of the Corporation.

Section 12.9. Non-Renewal and Reinstatement.
Members whose dues have not reached Corporation within one calendar month following the expiration date of membership shall be considered non-renewed.
A non-renewed member or a former member may apply for membership upon full payment of annual membership dues.

Section 12.10. Suspension, Expulsion, Censure, Removal.
The Board of Directors shall have the power to suspend or expel any Member who fails to pay dues, or who misses three consecutive annual meetings of the corporation without written excuse acceptable to the Board of Directors, or who no longer possesses the qualifications necessary for membership, or who is convicted of a felony involving moral turpitude, and for other reasons as herein provided.
Except as otherwise set forth in this section, a member, director or officer may be censured, removed from office, or suspended with cause by the vote of three-quarters (3/4) of the members present in person or voting by proxy at a meeting of members where a quorum exists. Before a member, director or officer may be censured, removed from office or suspended by the members, the member, director or officer shall be given at least seven (7) days' notice of the proposed censure, removal, or suspension and the reasons therefor and an opportunity to be heard at the meeting.

Any member, director or officer who engages in conduct harmful to the interests of the corporation may be censured, removed from office, or suspended by the Board at any meeting and without providing notice or an opportunity to be heard by such person. Before a member, director or officer who engages in conduct harmful to the interests of the corporation may be expelled, the member, director or officer shall be given at least seven (7) days' notice of the proposed expulsion and the reasons therefor and an opportunity to be heard at the meeting called for that purpose.

Any director who fails to attend three (3) successive meetings of the Board, or otherwise neglects their duties may be removed by a majority vote of the remaining directors.

Any officer who fails to attend three (3) successive meetings of the Officers, or otherwise neglects their duties may be removed by a majority vote of the Board.

A member, director or officer who is censured, removed from office, expelled or suspended by the Board may be reinstated by a vote of three-quarters (3/4) of the members present in person or voting by proxy at a meeting of members where a quorum exists.

The non-payment of dues for thirty (30) days from the due date shall automatically suspend a member. Notice of such suspension shall be sent to by the Membership Director. The non-payment of dues for forty-five (45) days from the due date shall automatically expel a member. A member so suspended or expelled may be reinstated upon approval of their reinstatement application, and payment in full for such period of time as corresponding to payment of membership dues for one year from the renewal date that resulted in suspension or expulsion.

Any Member of the corporation in good standing may prefer charges alleging that a Member is failing to maintain good professional standing. Failure to maintain good professional standing may be evidenced by, but not restricted to, a violation of the (ISC)2 Code of Ethics as amended from time to time. Such charges may be made against any class of Member. All charges shall be in writing and shall specify the basis therefore. These charges shall be delivered to the Secretary, who shall forward a copy to the Professional Conduct Committee, which shall process the charges in accordance with such reasonable procedural guidelines as it may adopt. The Professional Conduct Committee shall call on the members who bring the charges for such information, witnesses, evidence, etc., as may be necessary to determine whether a hearing on the charges is warranted, and shall give the respondent an opportunity to respond in writing before such a decision is made. No action shall be taken or recommended against any member without giving the member the opportunity for a hearing. The respondent may conduct a self-defense or shall be entitled to select counsel, and shall be allowed to secure, at his or her own expense, through the use of a certified court reporter, a transcript of the hearing of his or her case by the Professional Conduct Committee. The respondent may waive participation in the hearing. If the respondent has not indicated in writing his/her intent to be present personally or by representative by thirty (30) days before the scheduled hearing, he/she shall be deemed to have waived respondent's right to be present, and the hearing shall proceed as though the respondent were present. The hearing shall be closed to all except members of the Committee, complainant, respondent, witnesses, counsels, and the court reporter. Any three members of the Professional Conduct Committee shall constitute a quorum for purposes of conducting a meeting.

After reviewing the material submitted by both the complainant and the respondent, and conducting any hearing, which is warranted or required by its Procedural Guidelines or these Bylaws, the Professional Conduct Committee shall recommend to the Board of Directors:

A. That the charges are not sustained, and that no further action be taken; or
B. That the charges are sustained and that the accused be:

1. Censured,
2. suspended,
3. or, expelled.

The respondent shall be notified in writing, of the date of the meeting in which the recommendations of the Professional Conduct Committee will be made. At that meeting, the respondent shall be given an opportunity to make any statement he/she desires before action is taken on the recommendations of the Professional Conduct Committee by the Board of Directors. The Chairperson of the Professional Conduct Committee shall also make a statement, explain, and define findings of the Committee, but there shall be no examination of witnesses or introduction of further evidence before the Board of Directors.

require an affirmative vote of at least two-thirds (2/3) of the voting Directors present. Expulsion shall require an affirmative vote of at least three-fourths (3/4) of the voting Directors present.

Any Member of the corporation who may feel aggrieved by the action of the Board of Directors of the corporation by being censured, suspended, or expelled shall have the right to appeal to the Membership at the time of the Annual Business Meeting. At this time, the respondent shall be given the opportunity to make any statement desired and may be represented by counsel. The President of the corporation may also make a statement, explain, and define the findings of the Board of Directors and of the Professional Conduct Committee, but there shall be no examination of witnesses or introduction of further evidence before the Membership. At the conclusion of the hearing, the Membership shall, by secret ballot, determine whether or not it will sustain the action of the Board of Directors. An affirmative vote of at least a majority of the voting Members present shall sustain the action of the Board of Directors. If a motion to sustain the Board's action receives less than a majority of the votes cast, the charges shall be deemed dismissed.

Section 12.11. Dues, Fees, and Assessments.
Annual membership dues and other special fees and assessments may be levied, and the method of payment defined, by the Board of Directors as determined by resolution of the Board of Directors in its sole discretion. The dues, fees, and assessments will be used to support the activities of the Corporation, including promotion, and operational expenses. The amount of any annual membership dues shall be published by the Board of Directors prior to the beginning of each fiscal year. For avoidance of doubt, the Board of Directors may set different dues or fees for particular classes or groups of Members.

The Board of Directors may, at its discretion, assess the membership in proportion to the current dues structure, where the financial condition or special projects of the Corporation are deemed by the Board to require such action

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Section 12.12. Nonliability of Members.
No Member, as such, shall be individually liable for the debts, liabilities, or obligations of the Corporation. The Corporation may levy dues, assessments or fees upon its Members, but a Member upon notice of any such dues, assessments, or fees may avoid liability therefor by promptly resigning from Membership, except where the Member is, by contract or otherwise, liable for such dues, assessments or fees. No provision of the Organizational Documents of the Corporation authorizing such dues, assessments or fees shall, of itself, create such liability.

Section 12.13. No Right to Compensation.
No member, director or officer resigning, and (except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the corporation) no member, director or officer removed or expelled, shall have any right to any compensation as such member, director or officer for any period following his resignation removal, or expulsion, or any right to damages on account of such removal, unless in the case of a resignation, the Board, or in the case of a removal, the body taking action on the removal, shall in their or its discretion provide for compensation.At the conclusion of the hearing the Board of Directors shall, by secret ballot, determine what action it will take on the recommendations of the Professional Conduct Committee. Censure or suspension shall

Section 12.14. Related Entities.
No Member shall hold more than one membership in the Corporation. It shall not be permitted for any subsidiary of an Organizational Member to hold a membership of the Corporation where the Organizational Member has ownership or control of more than 50% of the controlling interests of that subsidiary. In case of any dispute, the Board shall determine the suitability of related company memberships in a manner that is consistent with the Corporation's Articles, these Bylaws and the best interests of the Corporation.

Section 12.15. Membership Book.
The Corporation shall keep a membership book containing the name and address of each Member, the date upon which the applicant became a Member. In the case of Organizational Members, the name of one individual from each Member organization who shall serve duly appointed Representative as a primary contact for the Corporation and vote on all issues on which such Member is entitled to vote, receive all correspondence and information, and distribute this information within his/her organization. Termination of the membership of any Member shall be recorded in the book, together with the date of termination of such membership.

Section 12.16. Transfer of Membership.
No Member shall be permitted to transfer or assign its membership to another person, entity, or government body unless the Board of Directors consents to such transfer. Any purported transfer or assignment without written authorization shall be null and void.

Section 12.17. Termination of Membership.
The membership of a Member shall terminate upon the occurrence of any of the following events:

A. Failure to Renew Membership. Upon a failure to initiate or renew membership by paying dues on or before their due date (as set forth in the applicable Membership Agreement), such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such Member by the Secretary of the Corporation. A Member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the Member's receipt of the written notification of delinquency.

B. Resignation or Withdrawal. Upon fifteen (15) days written notice from the Member. For clarity, the effective date of withdrawal is the date of notice and the effective date of termination is fifteen (15) days from the date of withdrawal, unless specified to be effective at some later time.

Any member, director or officer may resign at any time by delivering their resignation in writing to the president, the secretary or to the corporation at its principal office.

C. Violation of Policies or Duties of Membership. A Member may be expelled from the Corporation upon a an affirmative vote of two-thirds (2/3) of all Disinterested Directors (defined below) in office when such Disinterested Directors determine, after affording the Member in question the right to be heard on the issue, that the Member has violated any material provision of these Bylaws, the (ISC)2 Ethics Policy, the Member's Membership Agreement, or other policies and procedures duly approved by the Board of Directors, including the requirements for Membership as stated in Article TBD and failed to cure where such violation can be cured. For purposes of this Section, a "Disinterested Director" is a Director who is not employed by the Member subject to the vote for termination.

D. Organizational Member's Dissolution, Acquisition or Merger. A Member's membership automatically terminates in the event that an Organizational Member merges with a non-member, is acquired by a non-Member, and such Organizational Member is dissolved as a result of the merger or acquisition, or for any other reason such Organizational Member dissolves. In the event that two (2) or more Organizational Member organizations are merged or an Organizational Member organization is acquired by another Organizational Member organization, the resulting entity shall have only one (1) membership. Organizational Members must notify the Corporation as to which party will continue as a Member within five (5) days of the acquisition or merger.

E. Rights of Membership. All rights of a Member in the Corporation shall cease on termination of membership as herein provided. No Member shall receive any refund of dues already paid for the current dues period upon termination.