Bylaws of the ISC2 Chapter

Chicago

Amended and Restructured: July 2026

Article I. Name

The name of this non-profit organization shall be the ISC2 Chapter Chicago

(hereinafter referred to as the “Chapter”), a local chapter affiliated with the

International Information Systems Security Certification Consortium, Inc.

(hereinafter referred to as the “Association” or “(ISC)Ç”). The Chapter is an

independent entity apart from its affiliation with the Association.

Article II. Mission Statement

The mission of the Chapter is to advance the local information security community

by providing its members with opportunities to increase knowledge, grow

professional networks, share information, and advance the profession as a whole

by promoting certification, ethical behavior, and social responsibility.

Article III. Membership and Dues

Section 1. Classification and Qualification

1. Constituent Members: Individuals who hold an active (ISC)Ç certification in

good standing. Only Constituent Members are entitled to vote in chapter

elections, hold Board Officer positions, or chair committees.

2. Associate Members: Individuals interested in information security who do

not currently hold an active (ISC)Ç certification. Associate Members are

encouraged to attend meetings and participate in chapter events, but they

are not eligible to vote or hold office.

Section 2. Admission

To be admitted as a member of the Chapter, an individual must:

1. Meet the classification requirements outlined in Section 1.

2. Complete the Chapter membership application.

3. Pay the required annual Chapter dues.

4. Adhere to the Code of Professional Ethics of the Association.

Section 3. Dues and Standing

1. Annual Chapter dues shall be determined by the Chapter Board.

2. A member whose dues are in arrears for more than sixty (60) days shall

forfeit membership.

Article IV. Chapter Meetings and Voting

Section 1. Meetings

1. Regular Meetings: The Chapter shall hold at least three (3) general

membership meetings or activities per calendar year.

2. Annual Meeting: The Chapter shall hold an Annual Meeting of members,

which may count toward the minimum meeting requirement, for the

purpose of presenting the annual report, announcing election results, and

installing newly elected officers.

3. Special Meetings: Special Meetings of the membership may be called by

the President or by any two (2) Board Officers.

4. Notice: Members shall be notified of any meeting not less than fourteen

(14) days in advance.

Section 2. Voting and Turnout Requirements

1. Voting Method: Voting for elections, bylaws amendments, or other

member decisions may be conducted in-person, virtually, or via a secure

online voting platform (e.g., ElectionBuddy) as approved by the Board.

2. Meeting Quorum: No physical or virtual meeting attendance quorum is

required for general chapter meetings or votes.

3. Election Turnout Quorum: For any election of Board Officers or

amendment to these Bylaws to be valid, a minimum of five percent (5%) of

all active Constituent Members must return a ballot.

4. Decisions: Unless otherwise specified in these Bylaws, decisions shall be

determined by a simple majority of the votes cast.

Article V. Chapter Officers

Section 1. Constitutional Officers

The elected Board Officers of the Chapter shall be five (5) in number:

1. President

2. Vice President

3. Treasurer

4. Secretary

5. Membership Chair

Section 2. Qualifications

All Chapter Officers must meet the following criteria:

1. Be an active Constituent Member of the Chapter and the Association in

good standing.

2. Maintain an active (ISC)Ç credential.

3. Have no commercial conflicts of interest that compromise chapter

operations.

4. Have no prior convictions of criminal activity or misconduct involving

dishonesty.

5. Not concurrently serve as an officer of another chapter organization.

Section 3. Term of Office

1. Officers are elected for a term of two (2) years.

2. The standard term of office begins on January 1st following the election.

3. Exception for Vacant Positions: If a Board position is vacant at the time of

the election, the newly elected officer shall take office immediately upon

the certification of the election results.

4. No officer may serve more than one (1) consecutive full term in the same

position, unless no other qualified candidate stands for election, in which

case the Board may approve a waiver by a majority vote.

Section 4. Duties of Officers

1. President: Serves as the chief executive officer. Presides over Board and

member meetings, oversees chapter strategy, serves as primary liaison to

the Association, and signs contracts approved by the Board.

2. Vice President: Supports the President, performs presidential duties in the

President’s absence, and coordinates special chapter initiatives.

3. Treasurer: Financial steward of the Chapter. Manages bank accounts,

prepares the annual budget, handles tax and regulatory filings, and

provides financial reports to the Board.

4. Secretary: Official record keeper. Records and distributes Board minutes,

maintains state corporate filings, manages official correspondence, and

oversees chapter document archives.

5. Membership Chair: Manages member relations. Maintains active member

directories, processes new applications, verifies (ISC)Ç credentials, and

leads member onboarding/retention initiatives.

Section 5. Committee Chair Assignments

To ensure operational flexibility, the Board of Directors is authorized to assign and

reassign specific Committee Chair responsibilities (such as Events, Outreach,

Mentorship, or Social Media & Sponsorship) among the elected officers or

volunteer members at any time by a majority vote of the Board.

Section 6. Vacancies

In the event of an officer vacancy, the Board of Directors may appoint a qualified

Constituent Member to fill the position and complete the remaining term until the

next scheduled election cycle.

Section 7. Removal of Officers

An officer may be removed for cause (e.g., neglect of duty, ethical breach) by a

three-fourths (3/4) vote of the remaining Board members, or by a majority vote of

the membership.

Article VI. Chapter Board

Section 1. Composition

The Chapter Board (Board of Directors) shall consist of the five (5) elected Chapter

Officers.

Section 2. Authority and Meetings

1. The Board shall act as the governing body of the Chapter and supervise its

business affairs.

2. The Board shall meet at least four (4) times per calendar year.

3. Board meetings may be held in-person or electronically. A quorum for

Board meetings consists of a majority of the officers currently in office.

Section 3. Financial Controls

1. The Board must approve the annual budget before the start of the fiscal

year.

2. The President or Treasurer may individually authorize expenditures up to

two hundred and fifty dollars ($250) for budgeted operations.

3. Expenditures exceeding three hundred dollars ($300) require

majority Board approval.

4. All contracts and non-budgeted expenditures exceeding one thousand

dollars ($1,000) must be approved by the Board and signed by the

President.

Article VII. Nominations and Elections

Section 1. Nominating Committee

The Board shall appoint a Nominating Committee of at least two (2) chapter

members in June prior to the election. Nominating Committee members must not

be standing for office in the upcoming election.

Section 2. Timeline and Submissions

1. Call for Nominations: Issued in July. All nominations must be submitted by

August 31st.

2. Application Requirements: Candidates must submit their name, target

position, resume, a brief bio, and consent to serve.

3. Campaign Material: Candidates are encouraged to submit up to three (3)

slides or a brief (under 2 minutes) video presentation outlining their

platform.

4. Elections: Held in September. Candidates are given up to three (3) minutes

to present their platform at the September meeting. Secure voting opens

immediately following the meeting.

Article VIII. Committees

1. The Board may establish Standing Committees (such as Events, Outreach,

Mentorship, and Social Media & Sponsorship) and Special Committees to

assist in operations.

2. Committees shall consist of chapter volunteers.

3. Committee Chairs shall coordinate the work of their respective committees

and report regularly to the Board.

Article IX. Indemnification

The Chapter shall indemnify its officers, directors, and volunteers against expenses

and liabilities reasonably incurred in connection with the defense of any legal

action brought against them by reason of their service, except in cases of willful

misconduct or gross negligence.

Article X. Conflict of Interest

Any Board member or committee chair who has a personal or commercial conflict

of interest regarding an issue or transaction before the Board must disclose the

conflict in writing and recuse themselves from discussing and voting on the matter.

Article XI. Dissolution

The Chapter may be dissolved by a two-thirds (2/3) vote of the membership. Upon

dissolution, all remaining assets, after paying outstanding debts, shall be

distributed to a designated non-profit project, educational institution, or charity

supporting cybersecurity, subject to approval by the Association.

Article XII. Parliamentary Authority

The rules contained in the current edition of *Robert’s Rules of Order Newly

Revised* shall govern the Chapter in all cases to which they are applicable and in

which they are not inconsistent with these Bylaws or special rules of order.

Article XIII. Amendments to Bylaws

These Bylaws may be amended by the following process:

1. Approval of the proposed amendment by a majority of the Chapter Board.

2. Submission of the amendment to the Association for compliance review.

3. Distribution of the approved amendment text to the membership at least

ten (10) days prior to voting.

4. Approval by a majority of the member votes cast, provided the 5% turnout

threshold is met.