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Bylaws - Cyber Maryland Board

Article I: Name & Authority

  1. Name: The name of this organization is the Cyber Maryland Board (hereinafter referred to as “the Board”).
  2. Authority: The Board was established by and is organized pursuant to Maryland Code Annotated, Labor and Employment Article (hereinafter referred to as “Labor and Employment”), Title 11, Subtitle 17.  The Board is housed in the Maryland Department of Labor.

Article II: Mission and Purpose

  1. Mission: The Cyber Maryland Board exists to mobilize the State—government, industry, and education—to make Maryland the nation’s most cyber-secure and cyber-empowered economy by expanding inclusive, high-wage cyber career pathways, shielding Maryland’s critical infrastructure and public services, embedding cyber literacy statewide from K-12 through higher education and adult learning, leveraging Maryland’s unparalleled federal, academic, and private sector assets, and remaining vigilant about the promise and risks of emerging technologies.
  2. Purpose: The purpose of the Board is as provided in Labor and Employment, § 11-1704.

Article III: Membership

  1. Membership: The Board shall consist of the members outlined in Labor and Employment, § 11-1704(b).
  2. Representation: To the extent practicable, the membership of the Board shall reflect the racial, gender, age, and geographic diversity of the State, as per Labor and Employment, § 11-1704(f).
  3. Appointment Terms:
    1. The term of a Board member appointed by the Governor under Labor and Employment, § 11-1704(b)(12) is 3 years.
    2. There is no term limit for members appointed to the Board pursuant to statute as an ex officio member under Labor and Employment, § 11-1704(b)(1)-(11).
    3. At the end of a term, a member continues to serve until a successor is appointed and qualifies.
    4. Initial Stagger. The terms of the initial members appointed by the Governor expire as follows: three (3) members in 2026; two (2) members in 2027; two (2) members in 2028; and two (2) members in 2029.
  4. Attendance and Resignations
    1. Board Members Appointed by the Governor: A member appointed by the Governor under Labor and Employment, § 11-1704(b)(12) may resign at any time during their term by submitting an electronic statement of resignation to the Board staff and Chair.  Pursuant to Maryland Code Annotated, State Government Article, § 8-501, a member appointed by the Governor under Labor and Employment, § 11-1704(b)(12) who fails to attend at least 50% of the meetings of the Board during any consecutive 12-month period shall be considered to have resigned.  Not later than January 15 of the year following the end of the 12-month period, the Chair of the Board shall forward to the Governor: (a) the name of the individual considered to have resigned; and(b) a statement describing the individual's history of attendance during the period.  If the individual has been unable to attend meetings for reasons satisfactory to the Governor, the Governor may waive the resignation if the reasons are made public.  Otherwise, after receiving the Chair’s statement the Governor shall appoint a successor for the remainder of the term of the individual.
    2. Board Members Appointed by Statute: A member appointed by statute as an ex officio member under Labor and Employment, § 11-1704(b)(1)-(11) who fails to attend at least 50% of the meetings of the Board without assigning a designee during any consecutive 12-month period shall receive a warning by email.  If a member fails to attend or assign a designee to attend either of the two meetings immediately following the warning, the Chair shall forward to the Governor or the official or entity that appoints the member (a) the name of the individual; and (b) a statement describing the individual's history of attendance during the period.
  5. Vacancies: 
    1. Board Members Appointed by the Governor: In the event of a vacancy in a seat on the Board that is appointed by the Governor under Labor and Employment, § 11-1704(b)(12), the Chair shall promptly notify the Governor of the vacancy and may recommend up to three candidates to fill the vacancy for the Governor to consider at the Governor’s option.  The Governor shall appoint a member to fill the vacancy; however, the Chair may appoint an interim member to fill the vacancy until the Governor appoints a member.
    2. Board Members Appointed by Statute: In the event of a vacancy in a seat on the Board that is appointed by statute as an ex officio member under Labor and Employment, § 11-1704(b)(1)-(11), the vacancy shall be filled using the process provided under Maryland law for appointing each such position, if one exists, or otherwise using the process ordinarily used to fill each such position.
  6. Conflicts of Interest: The Board shall comply with State ethics laws. Members shall disclose any financial interest or other conflict in matters before the Board and shall recuse from deliberation and voting as appropriate.

Article IV: Structure

  1. Chair and Vice-Chair:
    1. The Board shall elect a Chair from among the Board members for a term of two (2) years. 
    2. The Chair shall preside at all meetings of the Board, shall execute documents in connection with the business of the Board, and shall have such further powers and duties as may be assigned to the Chair by the Board, consistent with the Mission.
    3. Per Labor and Employment, § 11-1704, the Chair may not be: (a) A State employee; or (b) the Chief Executive Officer of the Maryland Technology Development Corporation (TEDCO).
    4. A Vice-Chair may be elected from among the members to preside in the absence of the Chair.  A Vice-Chair, if elected, may not be: (a) A State employee; or (b) the Chief Executive Officer of the Maryland Technology Development Corporation (TEDCO).
  2. Committees
    1. The Chair, with the approval of the Board, may establish standing or ad hoc committees as deemed necessary to assist the Board in carrying out its mission and purpose.
    2. Membership: The Chair shall appoint committee members from among the Board members. The Chair may also appoint individuals not members of the Board to serve on committees in an advisory capacity, provided such appointments are approved by the Board.
    3. Authority: Committees shall operate under the direction of the Board and shall report their findings and recommendations to the full Board. Committees shall not have the authority to take official action on behalf of the Board.
  3. Advisory Council
    1. Establishment: The Board may create a non-voting Advisory Council by resolution of the Board. The resolution shall define the Advisory Council’s mandate and may appoint members for renewable two-year terms.
    2. Role: If created, an Advisory Council shall serve to provide non-binding advice, insights, and recommendations to the Board on cybersecurity and related matters as defined in the Council’s resolution.
    3. Composition: If created, the Council shall consist of 15–21 individuals reflecting Maryland’s industry, education (K‑12, community college, public four‑year including an HBCU), workforce/apprenticeship, labor, veterans, philanthropy, and regional diversity, with at least 50% private‑sector employers and representation from critical‑infrastructure sectors.
    4. Appointment and terms: If an Advisory Council is created, council members will be appointed by the Executive Director of the Cyber Maryland Board upon recommendation of the Board Chair and Vice Chair. Members will serve two‑year terms, staggered so that approximately half expire each year, and may serve no more than two consecutive terms. Vacancies are filled for the remainder of the unexpired term.
    5. Officers: If created, the Council will elect a Council Chair and Vice Chair annually from among its members.
    6. Meetings and Outputs: If created, the Council will meet at least quarterly (in‑person or virtual) with the entire Board, may form working groups, and will provide an Annual Advisory Memo to the Board summarizing recommendations tied to strategy and metrics.
    7. Conflicts: If a Council is created, Council members shall disclose and recuse from matters where conflicts exist, following State ethics laws.

Article V: Meetings and Quorum

  1. Meetings
    1. The Board shall hold regular meetings at least quarterly, or as deemed necessary by the Chair. A schedule of regular meetings shall be established and made publicly available. 
    2. Special meetings of the Board may be called by the Chair or by a majority of the Board members.  The Chair shall attempt to give written notice at least 2 days before the meeting.
  2. Open and Closed Meetings: Board meetings shall be open and accessible to the public in accordance with the Maryland Open Meetings Act and any other applicable law. A Board meeting may not be closed to the public except as permitted under the Maryland Open Meetings Act.
  3. Voting & Quorum
    1. At least 11 or 51% of members must be present at a properly announced meeting to constitute a quorum.  No official action shall be taken in the absence of a quorum.
    2. All actions taken by the Board shall require the affirmative vote of a majority of the members present at a meeting where a quorum is established.
    3. If a vote is tied, the Chair or Vice-Chair in the Chair’s absence shall cast the deciding vote.
  4. Rules of Order: Robert’s Rules of Order shall govern the proceedings of the Board, except where inconsistent with these bylaws or applicable law.
  5. Emergency Meetings:
    1. In the event of a statewide emergency materially affecting Maryland’s cybersecurity workforce or posture, the Chair (or Vice Chair) may call a special or emergency meeting on 24 hours’ notice, or shorter where legally permissible. Meetings may be held virtually or by telephone. 
    2. Emergency Responsibilities: During an emergency, the Board’s role is advisory: to provide rapid input on priorities, mobilize partners, and coordinate with relevant departments and local entities.

Article VI: Amendments

  1. These By-Laws may be amended by a two-thirds vote of the Board members present at any regular or special meeting, provided that the text of the proposed amendment(s) has been circulated to all members at least ten (10) days in advance of the meeting at which the vote will be taken.
  2. Any amendments shall be consistent with Labor and Employment, § 11-1704, establishing the Board, and any applicable Maryland State law.

Article VII: Administration

  1. The Maryland Department of Labor, including the Executive Director of the Cyber Maryland Board, shall provide administrative duties including but not limited to:
    1. Coordinating Board meetings and reports, subject to statute, funding, and availability.
    2. Assisting with and coordinating projects recommended by the Board subject to statute, funding, and availability.
    3. Coordinating member appointments.
    4. Maintaining Board and Committee work plans as recommended by Board leadership.
    5. Maintaining accurate minutes of all Board meetings and circulating copies of such minutes to all members as soon as practicable after each Board meeting.
    6. Executing documents in connection with the business of the Board.