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

Andrew van der Stock vanderaj at owasp.org
Tue Apr 28 16:02:38 UTC 2015


Can we bring a text forward to vote on on Thursday?

Andrew

On Tue, Apr 28, 2015 at 7:29 AM, Tobias <tobias.gondrom at owasp.org> wrote:

>  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 <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> 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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