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

Tobias tobias.gondrom at owasp.org
Mon May 4 21:35:28 UTC 2015


I agree and vote "yes", too.

But I have one question:  maybe I am overthinking this, just got a weird 
thought:
imagine the following scenario: Let's say a board member does not attend 
4 out of the first 8 meetings. So obviously this means he/she will not 
fulfill her requirement and this will trigger a mandatory vote of 
confidence when he/she misses the 4th time at the 8th meeting. The 
current text seems to further mean that it will also trigger further 
votes of confidence for every one of the following four board meetings 
even if the board member attends all of them??? But maybe I am 
misreading or overthinking?

Tobias




On 04/05/15 23:09, Josh Sokol wrote:
> 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 
> <mailto:fcerullo at owasp.org>> wrote:
>
>     Yes
>
>     Sent from my iPhone
>
>     On 4 May 2015, at 10:43, Matt Konda <matt.konda at owasp.org
>     <mailto: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
>>     <mailto: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 <mailto:jim.manico at owasp.org>> wrote:
>>
>>             So I second this motion and obviously vote yes as well.
>>
>>             Aloha,
>>             --
>>             Jim Manico
>>             @Manicode
>>             (808) 652-3805 <tel:%28808%29%20652-3805>
>>
>>             On May 1, 2015, at 5:59 AM, Paul Ritchie
>>             <paul.ritchie at owasp.org <mailto: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 <mailto:paul.ritchie at owasp.org>
>>>
>>>
>>>             On Fri, May 1, 2015 at 8:22 AM, Josh Sokol
>>>             <josh.sokol at owasp.org <mailto: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
>>>
>>>                 _______________________________________________
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>>>
>>>
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>>
>>
>>
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