Notes from the Boardroom, vol. 2
Editor’s note: “Notes from the Boardroom” is a series of blogs from ISACA Board Chair John De Santis providing transparency, context and perspective on how the ISACA board is carrying out its governance responsibilities. See the first installment in this series here.
One of the less fun aspects of being on a board is dealing with legal challenges. In my 40 years of business experience, I’ve seen quite a few legal issues pop up to the board level, some serious, some frivolous, all requiring serious attention and consideration.
In the commercial world, lawsuits and legal challenges are common tools used to undermine competition in the marketplace, gain some advantage, slow down a competitor’s momentum, or take advantage of a deep-pocketed company’s position. Only seldom, it seems, are they truly based on righting a wrong.
For those of you with ambitions to be a board member of a global organization like ISACA, legal challenges can be some of the more hair-raising experiences one has to be prepared to address – and ISACA is no stranger to legal challenges. As a mentor of mine once said, if you’re not in court you’re not doing business!
In the normal course of business, we do go to court to vigorously defend the intellectual property that your efforts and your dues helped develop, we crack down on those who copy and use our training and exam preparation material for their own material gain without authorization, and we uphold and enforce high ethical standards for those who use our frameworks and tools to serve customers. Unfortunately, when all other avenues are exhausted, we have to go to court to defend the association’s interests and/or to hold someone accountable for fraud.
Recently, some of you may have become aware of a legal challenge to the governance practices of ISACA’s global board of directors. What started as a letter signed by seven members expressing some concerns with recent decisions quickly escalated into threats to go to court. Eventually a smaller subset of these seven members went so far as to send us a drafted complaint that they threatened to file in court in four business days if the board did not accede to all of their demands. In response and to protect the organization, ISACA filed suit first and asked the court to determine that the three members’ claims had no merit. The three members responded by filing a cross complaint and just recently filed a motion in court demanding a hearing and for the court to determine that, among other things, the current board be unseated, that board decisions made over the last 10 years be null and void, that quorum requirements for meetings be drastically reduced, that election procedures be changed, and that we revert to board practices that may have been appropriate 20 years ago when ISACA was much smaller.
We took a position that all the decisions we’ve made and that the membership voted on were done appropriately, in alignment with our bylaws, and with our members as our top priority. To us it was clear these demands were impractical and frankly flew in the face of best practices for boards of an association operating at the scale and scope of ISACA today.
It’s notable that, while some disgruntled individuals in online forums tried to stir up support for these actions and attempted to give oxygen to these claims, not one additional member signed on to the original letter or added themselves to the court action.
In fact, in a blatant attempt to intimidate, the three plaintiffs (a plaintiff is someone who initiates a court action) went so far as to have your board members legally “served” just minutes before this year’s Annual General Meeting! (If anyone noticed that my comments at the AGM were a bit animated, well, now you know why.)
Without going into the details or the drama, last week, the three members got the hearing they asked for and the judge assigned to this case DENIED THEIR MOTION IN ITS ENTIRETY, granting them none of the relief they requested. Furthermore, the judge expressed no appetite for having the bylaws of ISACA rewritten by the court.
While this unfortunate saga may not be over just yet, it is still refreshing and comforting to have confirmation that we have been doing the right thing as best we can, and now we can refocus our energy and initiatives away from this nonsense and get on with delivering extraordinary value and opportunity to our members worldwide.
I will continue to give you all a “peek behind the curtain” of some of the issues a board like ours has to face. Stay tuned for the next segment on our exciting new Chair’s Fellowship and an introduction to the first cohort of awardees.