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

Josh Sokol josh.sokol at owasp.org
Mon May 4 21:09:06 UTC 2015


OK, no discussion so I'd like to call for a vote.  Looks like Jim, Matt,
and Fabio have already gotten us started:

Josh - Yes
Jim - Yes
Matt - Yes
Fabio - Yes
Michael -
Tobias -
Andrew -

~josh

On Mon, May 4, 2015 at 11:08 AM, Fabio Cerullo <fcerullo at owasp.org> wrote:

> Yes
>
> Sent from my iPhone
>
> On 4 May 2015, at 10:43, Matt Konda <matt.konda at owasp.org> wrote:
>
> 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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>>
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