[A governance critique of ISACA’s proposed re-domestication and amended bylaws].
Abstract: This article presents a critical governance analysis of ISACA’s 2026 members’ vote on the proposed Agreement of Merger and Plan of Merger for re-domestication from California to Washington, D.C., and the adoption of the proposed amended and restated bylaws. It argues that the proposals are not routine modernization measures, but a structural shift in governance authority away from direct member control, chapter protection and annual Board accountability. The article examines the proposed move from one-year Board terms to three-year staggered terms, the reduction of quorum from 5% to 4%, the replacement of California statutory safeguards with a D.C. governance framework, the expansion of disciplinary authority, the movement of governance detail into Board-controlled policies, the removal of specific chapter protections, and the dilution of bylaw-level fiduciary disclosure safeguards. It concludes that the cumulative effect of the proposals is to insulate the Board, weaken member sovereignty, increase central control over chapters, and reduce democratic accountability within ISACA. The article therefore calls upon ISACA voting members to vote no on both the Plan of Merger and the proposed bylaws.
TABLE OF CONTENTS:
| Section | Title | Page |
| — | Abstract — Governance Critique of ISACA’s Proposed Re-domestication and Amended Bylaws | 1 |
| A. | Introduction | 4 |
| B. | Why Members Must Vote “NO” on Item 1: The Plan of Merger and D.C. Re-domestication | 6 |
| C. | Why Members Must Vote “NO” on Item 2: The Proposed Bylaws Overhaul | 7 |
| — | Table 1: The Ballot at a Glance — What Members Are Being Asked to Approve | 8 |
| D. | The Constitutional Pillar: Annual Accountability via 1-Year Terms | 11 |
| E. | Stripping Member Recall Rights: An Unprecedented Power Grab | 13 |
| F. | Protecting Chapter Solvency and Fiduciary Guardrails | 14 |
| G. | Re-domestication Risks and Statutory Protections | 15 |
| H. | Defending the Status Quo: Cast Your Vote “NO” | 17 |
| I. | Preserve Chapter Autonomy | 19 |
| J. | Preserve Current Bylaws | 20 |
LIST OF INFOGRAPHICS:
| Infographic No. | Title | Page |
| 1 | The Ballot at a Glance — Two Proposals. One Critical Decision. | 4 |
| 2 | Key Governance Changes at a Glance — From Member Oversight to Board Control | 7 |
| 3 | Board Terms: 1 Year → 3 Years — From Annual Accountability to Extended Tenure | 11 |
| 4 | Member Recall: Before vs Proposed — From Direct Member Rights to Board-Controlled Consent | 13 |
| 5 | Chapter Dues Remittance: Before vs Proposed — From a Clear 60-Day Protection to Uncertain Agreements | 14 |
| 6 | Jurisdictional Shift: California → Washington, D.C. — From Stronger Member Protections to a More Board-Centric Framework | 15 |
| 7 | Where Governance Authority Moves — From Member-Approved Bylaws to Board-Controlled Policies | 17 |
| 8 | Governance Changes at a Glance — Key Proposals in the 2026 ISACA Bylaws Vote | 18 |
| 9 | Chapter Governance Before / After — Focus: Chapter Protection | 19 |
| 10 | What the Current Bylaws Protect — Five Key Member Rights That Are at Risk | 20 |
[A]. INTRO:
The ballot presented to ISACA voting members centers on two ostensibly routine modernizations:
(1). Item 1: Approval of the Agreement of Merger and Plan of Merger to Re-domesticate ISACA from California to Washington, D.C.
(2). Item 2: Adoption of the Proposed Amended and Restated Bylaws.
While ISACA leadership frames these initiatives as operational modernizations designed to enhance strategic agility, expanding international uniformity, and reduce administrative friction, a critical legal and fiduciary analysis reveals the opposite. Beneath the modern corporate rhetoric lies a systematic consolidation of executive power that strips members of democratic rights, threatens the financial survival of local chapters, insulates the Board from accountability, and dilutes hard-won California statutory protections.
Every voting member who values transparency, chapter independence, and direct electoral oversight must cast an unequivocal VOTE “NO” on both items.
Below is the comprehensive case detailing why the proposed overhaul is fundamentally flawed, how every single element of governance is negatively impacted, and why maintaining the Current Bylaws (Status Quo) is essential.
[B]. WHY MEMBERS MUST VOTE “NO” ON ITEM 1: THE PLAN OF MERGER AND D.C. RE-DOMESTICATION:
Under the Agreement of Merger and Plan of Merger, ISACA – a California nonprofit mutual benefit corporation-will be absorbed and extinguished by merging into a newly formed District of Columbia nonprofit corporation.
Members must Vote “NO” on Item 1 for three critical reasons:
(i). Loss of California’s Codified Due Process: California Nonprofit Mutual Benefit Corporation Law (specifically Corp. Code § 7341) mandates strict, substantive fairness and reasonable procedures before any member can be expelled, suspended, or disciplined, expressly preserving contractual and constitutional member rights. Moving to the District of Columbia Nonprofit Corporation Act of 2010 strips these statutory shields away, allowing the association to adopt expansive, subjective disciplinary rules that can chill professional dissent.
(ii). Enabling Unchecked Board Policy-Making: The D.C. legal structure is deliberately utilized to gut foundational bylaws and transfer governing authority into internal board policies. Under Proposed Article X, Section 5, the Board grants itself sole, unfettered discretion to adopt, amend, or repeal operational policies without any member ratification. Once re-domesticated to D.C., the Board can unilaterally change election procedures, nomination criteria, and chapter relationships behind closed doors.
(iii). Constrained Records Inspection Rights: California law affords voting members expansive, enforceable rights to inspect corporate books, accounting records, and membership lists (Cal. Corp. Code § 8330 et seq.). Under D.C. corporate practice, these transparency tools are drastically narrowed under corporate privacy arguments, crippling the ability of grassroots members to organize independent candidate petitions or investigate conflicts of interest.
[C]. WHY MEMBERS MUST VOTE “NO” ON ITEM 2: THE PROPOSED BYLAWS OVERHAUL:
The Proposed Bylaws represent an alarming retreat from democratic association governance. The side-by-side comparison below details the exact provisions and the severe risks they introduce:
Table 1: THE BALLOT AT A GLANCE – WHAT MEMBERS ARE BEING ASKED TO APPROVE:
| Governance Dimension | Current Bylaws (Status Quo – July 26, 2024) | Proposed Bylaws (Modernized Overhaul) | Governance Impact & Democratic Risk |
| Director Terms & Tenure | 1-Year Terms: Directors stand for renewal annually; subject to a 9-term lifetime cap (Art. IV, Sec. 4.8). | 3-Year Staggered Terms: Classes I, II, and III rotate; maximum of 3 consecutive terms (up to 9 continuous years) (Art. V, Sec. 4–5). | Replaces annual democratic evaluation with multi-year insulation, slowing leadership turnover and responsiveness. |
| Past Chair Representation | Guaranteed Seats: Up to 3 recent Past Chairs serve as voting Designated Directors (Art. IV, Sec. 4.5(a)). | Seats Eliminated: Past Chairs are removed as automatic voting directors (Art. V, Sec. 2). | Eliminates institutional transition memory from the board table while consolidating power among sitting directors. |
| Member Recall Rights | Direct Member & Board Rights: 2/3 board vote or statutory member rights without board gatekeeping (Art. IV, Sec. 4.22). | Board-Gated Removal: Members can remove a director without cause only “with the written consent of the Board” (Art. V, Sec. 8). | Severe Democratic Regression: Creates a self-protecting board by allowing directors to veto their own removal by members. |
| Board Slate Veto Power | Direct Appointment: Uncontested Nominating Committee slates are seated directly without a secondary board veto (Art. IV, Sec. 4.7). | Board Approval Gate: The Board votes to approve or reject individual slate candidates presented by the Nominating & Governance Committee (Art. V, Sec. 6(e)(i)). | Enables incumbent directors to reject independent committee nominees behind closed doors before members can ratify them. |
| Chapter Solvency & Dues | Mandatory 60-Day Remittance: Treasurer must remit collected chapter dues within 60 days (Art. III, Sec. 3.3; Art. VII). | Contractual Discretion: Governed entirely by separate “Chapter Affiliation Agreements” with no fixed remittance timeline (Art. III, Sec. 6). | Deprives chapters of a constitutional guarantee to timely funding, creating operational and solvency risks. |
| Financial Transparency | Explicit Reporting Thresholds: Mandatory annual disclosure of related-party deals >$50,000 and indemnifications >$10,000 within 120 days (Art. X). | Generic Compliance: Replaced with general statutory compliance (Art. X, Sec. 3). | Obscures granular conflict-of-interest transactions from ordinary member view. |
| Quorum Requirements | 5% of Voting Power required for general meetings and written ballots (Art. III, Sec. 3.11). | 4% of Voting Power required for valid business transactions (Art. IV, Sec. 6). | Dilutes member participation thresholds, allowing small factions to pass major actions. |
| Bylaw Amendments | 2/3 Supermajority of Directors in office required to amend (Art. XII, Sec. 12.2(a)). | Simple Majority of Directors then in office required to amend (Art. XI, Sec. 1). | Allows a bare, temporary board faction to alter foundational rules without broad consensus. |
| Notice Windows | 30 to 90 Days notice required before member meetings (Art. III, Sec. 3.10(c)). | 10 to 60/90 Days notice required before member meetings (Art. IV, Sec. 3). | Drastically impairs international members’ ability to organize, review proposals, and mobilize counter-initiatives. |
| Disciplinary Authority | Linked strictly to Code of Professional Ethics or conduct materially prejudicial to corporate purposes under statutory due process (Art. III, Sec. 3.5–3.7). | Broad power to fine, censure, sanction, suspend, or expel based on subjective “values” or “reputation” (Art. III, Sec. 5). | Grants broad authority that can chill open debate or dissent through subjective reputation clauses. |
| Membership Transferability | Explicitly permits transfers between chapters or member-at-large status (Art. III, Sec. 3.8). | Explicitly states “Membership is not transferable” (Art. III, Sec. 1). | Strips mobility and flexibility from global professionals relocating between international jurisdictions. |
| Board Special Meetings Call Threshold | Can be called by the Chair, CEO, Secretary, or any three (3) Directors (Art. IV, Sec. 4.10). | Can be called by the Chair, CEO, or 25% of the Board (Art. VII, Sec. 2). | Increases difficulty for minority directors to call emergency meetings to review executive action. |
[D]. THE CONSTITUTIONAL PILLAR: ANNUAL ACCOUNTABILITY VIA 1-YEAR TERMS:
In fast-evolving disciplines such as cybersecurity, IT audit, privacy, and artificial intelligence, leadership agility and immediate accountability are essential. The Current Bylaws enforce a one-year term for Nominated Directors (Article IV, Section 4.8(a)). This structure functions as an annual referendum:
(i). Immediate Referendary Check: Every director must justify their tenure to the membership annually. If board leadership neglects emerging domain threats, ignores local chapters, or pursues misaligned strategies, members possess the yearly power to realign the board.
(ii). Mitigating Board Capture: Extending terms to 3-year staggered blocks-with directors serving up to 9 consecutive years-creates an insulated, self-perpetuating leadership group. It restricts annual board turnover to approximately one-third, delaying the membership’s ability to correct course or address executive capture.
(iii). Rapid Infusion of Specialized Talent: Annual cycles allow the association to incorporate domain experts rapidly as technology governance shifts, rather than locking board seats into rigid classes extending out through 2029–2031 (Proposed Article V, Section 4(a)).
[E]. STRIPPING MEMBER RECALL RIGHTS: AN UNPRECEDENTED POWER GRAB:
The most alarming element of the proposed revisions is the gutting of director removal protections.
Under Current Article IV, Section 4.22, removal of directors respects democratic member authority and standard corporate due process. In sharp contrast, Proposed Article V, Section 8 states:
“Director(s) from any appointed or designated Board seat, may be removed without cause only (1) by the Board or (2) with the written consent of the Board, upon the affirmative vote of the members at a duly called special meeting of the members at which a quorum is present.”
Subjecting member recall rights to the “written consent of the Board” completely eliminates the electorate’s ultimate check on power. It introduces an insurmountable conflict of interest, allowing an underperforming, entrenched, or self-interested board to veto its own recall by the membership. Such a clause fundamentally contradicts the governance principles of a membership-based organization.
[F]. PROTECTING CHAPTER SOLVENCY AND FIDUCIARY GUARDRAILS:
ISACA’s global reach relies entirely on its local chapters, which conduct regional training, administer certification activities, and foster member engagement.
The Current Bylaws provide explicit, structural financial protection:
The 60-Day Remittance Guarantee is gone: Article III, Section 3.3 mandates that the Treasurer shall remit applicable collected chapter dues no later than 60 days following receipt. The proposed draft discards this deadline entirely, delegating chapter terms to discretionary “Chapter Affiliation Agreements” (Proposed Article III, Section 6). Removing this bylaw-mandated timeline subject local chapters to potential cash-flow vulnerabilities and centralized financial control.
[G]. RE-DOMESTICATION RISKS AND STATUTORY PROTECTIONS:
Underlying the proposed bylaw transition is the move to re-domesticate ISACA from California into the District of Columbia under the District of Columbia Nonprofit Corporation Act. While presented as an administrative modernization, shifting jurisdictions strips members of key safeguards embedded in California law:
(i). Erosion of Codified Due Process: California Corporations Code § 7341 mandates fair and reasonable procedures before a member can be expelled or suspended, explicitly barring bad-faith terminations. The proposed draft replaces this with expansive disciplinary powers (Proposed Article III, Section 5), permitting the board to impose fines, sanctions, and expulsions under vague standards like harming the association’s “reputation”.
(ii). Bylaw Depletion to Internal Policies: The D.C. statutory framework is frequently leveraged to move operational and governance details out of member-ratified bylaws and into internal board policies. Under Proposed Article X, Section 5, the board grants itself sole discretion to adopt, amend, or repeal operational policies without member ratification.
(iii). Constrained Records Inspection: California law guarantees voting members broad inspection rights regarding corporate books, records, and membership registers. Migrating governance into discretionary frameworks risks narrowing transparency under the banner of administrative agility.
[H]. DEFENDING THE STATUS QUO: CAST YOUR VOTE “NO”:
A membership-based organization exists to serve its members, not an insulated governing board. While administrative cleanup of outdated communication clauses is harmless, it should not be achieved by forfeiting democratic rights.
The Current Bylaws protect:
(i). Direct accountability through annual 1-year terms.
(ii). Direct member recall rights without board vetoes.
(iii). Financial solvency for local chapters via a mandatory 60-day dues remittance rule.
(iv). Granular, visible fiduciary disclosures of related-party transactions.
(v). Supermajority (2/3) consensus requirements for board-level bylaw amendments.
Replacing these safeguards with 3-year staggered terms, board-gated director removal, diluted financial transparency, and unchecked policy-making authority diminishes member sovereignty. The Current Bylaws must be maintained.
[I]. PRESERVE CHAPTER AUTONOMY:
(i). Chapter Leadership Voice: Current Article VII, Section 7.4 formally establishes periodic Chapter Leadership Meetings, giving Chapter Presidents an advisory role in organizational coordination. The proposed draft omits this article entirely, removing the institutional forum for chapter leadership.
(ii). Rigorous Fiduciary Disclosures: Current Article X mandates the annual disclosure of related-party contracts exceeding $50,000 and officer/director indemnifications over $10,000. The proposed draft replaces these granular metrics with a single, non-specific statutory sentence (Proposed Article X, Section 3), weakening internal controls and financial transparency.
[J]. PRESERVE CURRENT BYLAWS:
Protect your rights, your chapters, and the integrity of ISACA governance: VOTE “NO” on Item 1 (Plan of Merger) and VOTE “NO” on Item 2 (Proposed Bylaws).
Conclusively, VOTE “NO” on BOTH ITEMS
Note on Analysis and Perspective:
This article presents Rajendra Khare’s opinion, as ISACA Gold Member, and presents his independent analysis and perspective on ISACA’s 2026 governance proposals. It does not represent an official interpretation of ISACA’s bylaws or proposals. Members are encouraged to examine the underlying documents ISACA Documents and form their own informed opinion. https://www.isaca.org/campaigns/bylaws-vote