[Owasp-board] Proposed change to Section 3.03 of the bylaws

Josh Sokol josh.sokol at owasp.org
Mon Apr 20 21:17:45 UTC 2015


I like the changes here for the most part, but a couple of thoughts:

1) I think we need to find a way to remove the language about meetings
lasting 4-6 hours.  This was fine when the meetings were quarterly, but
when we switched to monthly the only lasted about an hour.  So, if we can
eliminate the meeting duration from the text, I think that would be ideal.

2) Something that I've always wondered is what happens when a Board member
does not attend 75% of the meetings?  It says that it's mandatory to
attend, but what are the ramifications?  Forfeiture of their Board position
and appointment of a new Director for the duration of their seat?  It may
not have ever been a problem, but I witnessed it happen in our local ISSA
chapter and it was incredibly frustrating to have a President in absencia
and our VP basically had to step up and take on his responsibilities and we
were short a Board member the whole time.  If we are making changes, I'd
like to see something here to correct that as well.

~josh

On Mon, Apr 20, 2015 at 3:16 AM, Bil Corry <bil.corry at owasp.org> wrote:

> Below is new proposed text.  I made the following changes (you can read
> the original here
> <https://www.owasp.org/images/9/92/April2014OWASPFoundationByLaws.pdf>):
>
>
>
> 1.    Removed the footnotes.  They were capturing the changes, but
> there's a section at the end of the bylaws that already does that.
> Footnote 1 on page 4 should also be removed (and added to the section at
> the end of the bylaws).
>
> 2.    Removed all references to quarterly meetings and the number of
> total meetings.  Instead, it now stipulates the minimum number of meetings
> required, but the board can determine how many meetings total are needed
> for the upcoming year and can now modify it as needed.
>
> 3.    Changed the board member attendance requirement to a percentage
> instead of a fixed number.
>
> 4.    Clarified that while the meetings are open to the public, certain
> portions of the meeting may be closed to just the board members and their
> delegates.
>
>
>
>
>
> - Bil
>
>
>
>
>
> *PROPOSED*
>
>
>
> *SECTION 3.03 Regular Meetings.* The Board of Directors shall have
> regular meetings lasting 4 to ­6 hours as needed.  A link to the board
> meeting agenda’s and the historical minutes is here:
> https://www.owasp.org/index.php/OWASP_Board_Meetings.  Meetings shall be
> at such dates, times, and places as the Board shall determine in December
> of the preceding year and as amended by the Board. In no event will there
> be less than one meeting per quarter.  These meetings will be open to
> public attendance, however, certain portions of the meeting may be closed
> to board members  and their delegates when required for legal reasons, or
> to shield liability, or to handle personnel issues, or similar.  Attendance
> in person or virtually by board members is required at no less than 75% of
> the total meetings each year and shall be highly encouraged to meet in
> person at least once annually at a date to be announced and agreed upon.
>
>
>
>
>
> 2 OWASP Board of Directors will hold quarterly board meetings lasting 4­6
> hours each. The schedule of meetings will be set by the board in December
> before the year. It is likely the the board meetings will take place on
> Saturdays or on a dedicated day before a large OWASP conference. This
> change is a result of the success of the longer format board meeting and
> also a result of the Executive Director role that has enabled full time
> involvement and focus on OWASP operations. Board members must attend (in
> person or virtually) 3 of the 4 meetings to fulfill the attendance
> requirements. This will take effect in January, 2014. Changes passed August
> 19, 2013.
>
> 3 “and shall be highly encouraged to meet in person at least once annually
> at a date to be announced and agreed upon” amendment to document passed
> June 10, 2013.
>
>
>
>
>
>
>
>
>
>
>
> *From:* owasp-board-bounces at lists.owasp.org [mailto:
> owasp-board-bounces at lists.owasp.org] *On Behalf Of *Josh Sokol
> *Sent:* Saturday, April 04, 2015 7:55 AM
> *To:* Tobias
> *Cc:* OWASP Foundation Board List
> *Subject:* Re: [Owasp-board] Proposed change to Section 3.03 of the bylaws
>
>
>
> Can we adjust wih Bil's suggestion and re-propose?
>
> ~josh
>
> On Apr 4, 2015 12:48 AM, "Tobias" <tobias.gondrom at owasp.org> wrote:
>
> I second the proposed change.
>
> Any discussion?
>
> Best regards, Tobias
>
>
>
> On 26/03/15 03:25, Jim Manico wrote:
>
> *I propose we change section 3.03 of the bylaws to reflect our return to
> monthly meetings:*
>
> SECTION 3.03 Regular Meetings. The Board of Directors shall have regular
> meetings quarterly lasting 4­6 hours as needed.2 A link to the board
> meeting agenda’s and the historical minutes is here:
> https://www.owasp.org/index.php/OWASP_Board_Meetings Meetings shall be at
> such dates, times, and places as the Board shall determine in December of
> the preceding year. These meetings will be open to public attendance.
> Attendance in person or virtually by board members is required at *no
> less than 3 of the 4 quarterly meetings per year* and and shall be highly
> encouraged to meet in person at least once annually at a date to be
> announced and agreed upon.
>
> To:
>
> SECTION 3.03 Regular Meetings. The Board of Directors shall have regular
> meetings quarterly lasting 4­6 hours as needed.2 A link to the board
> meeting agenda’s and the historical minutes is here:
> https://www.owasp.org/index.php/OWASP_Board_Meetings Meetings shall be at
> such dates, times, and places as the Board shall determine in December of
> the preceding year. These meetings will be open to public attendance.
> Attendance in person or virtually by board members is required at *no
> less than 9 of the 12 monthly meetings per year* and and shall be highly
> encouraged to meet in person at least once annually at a date to be
> announced and agreed upon.
>
>
>
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