[Owasp-board] Proposed change to Section 3.03 of the bylaws
Tobias
tobias.gondrom at owasp.org
Mon Apr 27 21:29:16 UTC 2015
Hi Bill, hi all,
thanks a lot for drafting this. We definitely need to update the bylaws
to reflect the new monthly meeting schedule.
But while I can see that it may seem tempting to enforce hard rules of
attendance for board members, I don't feel that we really need it.
IMHO, lack of attendance has not been a major issue the last 2 years and
I hope it will not be an issue in the future. So to some degree it feels
like over-engineering.
Just for last year, here is our records of attendance, which I would say
is a pretty well functioning board:
https://docs.google.com/spreadsheets/d/1wpaOCBP-qrnde0sLiglDMJOUCtse6oB-zf3ONCkWgZk/edit#gid=6
Outright removal would indeed be irresponsible, because a board member
might have had very good reasons (incl. illness or working on activities
for our own OWASP organisation) for not attending.
I can sense that you might want to cause a vote of confidence.
But I am not sure we really need to define such a process step, but
depending on my fellow board members, I would ok with that.
As for attendance ratios: personally, I feel that expulsion of an
elected board member from the board through a non-confidence vote is
still a pretty heavy step, therefore 8/12 = 66% (instead of 75%) should
be sufficient as minimum requirement before such a vote can be cast.
Overall, I hope we can continue to positively motivate people to attend
the board meeting, instead of threatening with a stick.
Your thoughts?
Best regards, Tobias
On 27/04/15 13:30, Bil Corry wrote:
>
> Below is the updated proposed text. I suggest reading through it
> first, then come back here for my discussion about the choices I made.
>
> It's get a little tricky with the 75% since it's based on the calendar
> year, so for example, assuming 12 monthly meetings for the year, you
> could miss Jan, Feb, and March, but attend all of the rest and still
> meet the attendance requirement (attended 9/12 = 75%). However, if
> you miss Jan, Feb, Mar, and Apr, then obviously there is no way to
> attend 75% for the entire year, the best you could hope for is (8/12 =
> 66%) which means the vote of confidence is triggered at the point the
> fourth meeting is missed.
>
> The reason for having a vote of confidence instead of outright removal
> is to allow some sanity to the policy – this allows the board to take
> into account the factors that led to the missed meetings (rescheduled
> meetings, personal situations, etc).
>
> The reason cancelled meetings are still counted is so that we don't
> end up in a situation where someone misses 4 meetings (8/12 = 66%
> attendance), they're voted off the board, then later two meetings are
> cancelled, and now their attendance is 8/10 = 80%. Instead, those two
> cancelled meetings are counted as attended by all board members, which
> keeps the attendance for the voted off board member at 8/12 = 66%.
> Hope that makes sense.
>
> - Bil
>
> *PROPOSED*
>
> *SECTION 3.03 Regular Meetings.* The Board of Directors shall have
> regular meetings 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. Attendance is
> tabulated after every scheduled meeting for the purpose of determining
> if the 75% attendance requirement has been met, and the tabulation is
> based upon the entire calendar year. Cancelled meetings are
> considered attended for the purposes of the tabulation. Failure by a
> board member to meet the 75% attendance requirement after any
> tabulation will cause a mandatory vote of confidence by the remaining
> board members, whose votes will be publicly recorded. An overall vote
> of "no confidence" is recorded if half or more of the board members
> vote for it, which causes the board member in question to be instantly
> removed from their seat on the board. Vacancies on the board are
> handled as per Section 3.10.
>
> 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:*Josh Sokol [mailto:josh.sokol at owasp.org]
> *Sent:* Monday, April 20, 2015 11:18 PM
> *To:* Bil Corry
> *Cc:* Tobias; OWASP Foundation Board List
> *Subject:* Re: [Owasp-board] Proposed change to Section 3.03 of the bylaws
>
> 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
> <mailto: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>
> [mailto: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
> <mailto: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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