[Owasp-board] Bylaw Update Discussion - Board Member Confidence

Josh Sokol josh.sokol at owasp.org
Sat Aug 22 16:01:00 UTC 2015


As recently discussed and voted on in a separate thread, our current Bylaws
state as follows:

*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.*

I see a few issues with this:

   - The timeframe that this applies to is unspecified.  Is it per
   quarter?  Per calendar year?  Over the two year duration of a Board member
   term?  Over the cumulative time that a Board member is in office?  I'm
   guessing that the intent is for this to be over the calendar year, but if
   anyone disagrees and has a different interpretation, please let me know.
   - The definition of "tabulation" is unspecified.  Who is doing the
   tabulation?  Is there a certain time that this tabulation is conducted?
   I'm guessing that the intent is for this to be based on the attendance role
   that is captured during the Board meeting, but if anyone disagrees and has
   a different interpretation, please let me know.
   - The method of tabulation is unspecified.  If we are tabulating
   sequentially, then we have a situation where if a Board member missed their
   first meeting, a vote is required to be held for three tabulations (0%,
   50%, and 66%) until they make it up over 75%.  I am guessing that the
   intent is for this to be tabulated assuming attendance for all future
   meetings and action would be taken if the person would be unable to
   maintain 75% attendance, but if anyone disagrees and has a different
   interpretation, please let me know.
   - The timeframe for the vote is unspecified.  It just says that it will
   cause a mandatory vote of confidence, but never says when that vote is
   supposed to take place or who is supposed to initiate it.  Is it to be
   handled immediately at the time of tabulation?  Is it handled offline over
   e-mail as we recently did?  Is it handled at the next Board meeting?  Based
   on the current verbiage, technically the Board could drag it's heels on it
   indefinitely.  I would think that something reasonable would be having the
   vote initiated by our Executive Director within two weeks of the tabulation
   that found them to be not meeting their attendance requirements.  If there
   is a Board meeting during that window, then it could be handled then, or
   handled via the mailing list otherwise.  That provides time to handle the
   situation and removes any Board member bias from the initiation of the vote.
   - This does not offer the offender an opportunity to explain why they
   failed to meet their attendance requirement.  I think that a reasonable
   process would assume that there is a rational explanation for why they did
   not attend.  Maybe it's because all of the meetings were being held at 2 AM
   in their timezone.  Maybe it's because of a death in the family.  I think
   this process should take the personal factor into consideration.

With the above in mind, I don't see a reason to lower the bar from 75%.  My
thinking is that this is a reasonable expectation to have of a Board member
with all things being equal.  It may not be the best measure of engagement,
but it is still a responsibility that all Board members are aware of going
into it, and I am not aware of it having been an issue in the past (until
now), so I'm not sure why we would change it now that one Board member had
a vote initiated for it.  I would propose that we update the language in
order to better clarify my bullet points above, but leave the requirement
itself in place.  Please provide your thoughts regarding each of these
bullet points (or any other issues that you think need to be addressed
here).  Once we have some level of agreement with these, I can take the
action item of re-writing this section of the Bylaws in order to
incorporate these changes.  Thanks.

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