[Owasp-board] Call for Vote: Bylaw Change to Section 3.03 Regular Meetings

Jim Manico jim.manico at owasp.org
Fri May 1 16:47:20 UTC 2015

So I second this motion and obviously vote yes as well.

Jim Manico
(808) 652-3805

On May 1, 2015, at 5:59 AM, Paul Ritchie <paul.ritchie at owasp.org> wrote:

Josh - All:

While I am not a voting member of the Board, I do support this improved
language for a Bylaw Change.
Note:  The Vote of Confidence gives the Board the flexibility to 'take no
action' if it is determined there were valid reasons for an individual to
miss a meeting.

Also, best practice for email voting requires that all 7 Board members
response proactively (yes, no, abstain) to ensure there is unanimous
consent to hold the email vote.  And of course, at the next normal board
meeting we will note in the minutes the official result of the email voting
'between' meetings.


Best Regards, Paul Ritchie
OWASP Executive Director
paul.ritchie at owasp.org

On Fri, May 1, 2015 at 8:22 AM, Josh Sokol <josh.sokol at owasp.org> wrote:

> Since we didn't have time to cover this during the meeting, I would like
> to call for a formal vote offline for Bil's proposed Bylaw change.  I
> formally motion that we approve Bil's proposal as written:
> *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.
> Do I have a second?
> ~josh
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