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

Matt Konda matt.konda at owasp.org
Mon May 4 14:43:58 UTC 2015


I'm supportive of this.  (Yes to accept the language in Josh's original
email)

Matt


On Fri, May 1, 2015 at 11:53 AM, Josh Sokol <josh.sokol at owasp.org> wrote:

> With a formal motion, and a second, the next step is a call for
> discussion.  I know that there was some discussion around the percent, but
> I feel comfortable with the higher number (75%), especially given that it
> includes the human component of a Board vote.  In effect, we have a process
> to determine whether they were upholding expectations, and another process
> to determine if there was a reasonable explanation as to why they were
> not.  I realize that it is already the weekend for some of you so let's
> give this until Monday 12 PM CST for any discussion around this.  Assuming
> that there is none, or that we are all in agreement, we will push for a
> Yes/No/Abstain vote on Monday.  Sound good?
>
> ~josh
>
> On Fri, May 1, 2015 at 11:47 AM, Jim Manico <jim.manico at owasp.org> wrote:
>
>> So I second this motion and obviously vote yes as well.
>>
>> Aloha,
>> --
>> Jim Manico
>> @Manicode
>> (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.
>>
>> Paul
>>
>>
>> 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:
>>>
>>> *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.
>>>
>>> Do I have a second?
>>>
>>> ~josh
>>>
>>> _______________________________________________
>>> Owasp-board mailing list
>>> Owasp-board at lists.owasp.org
>>> https://lists.owasp.org/mailman/listinfo/owasp-board
>>>
>>>
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