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

Michael Coates michael.coates at owasp.org
Tue May 5 00:58:08 UTC 2015


I'm fine with this wording.

Yes.


--
Michael Coates | @_mwc <https://twitter.com/intent/user?screen_name=_mwc>
OWASP Global Board
Join me at AppSecUSA <http://AppSecUSA.org> 2015 in San Francisco!




On Mon, May 4, 2015 at 2:42 PM, Paul Ritchie <paul.ritchie at owasp.org> wrote:

> Hi Tobias, All:
>
> Yes, that scenario is possible under an exact application of the rule,
>  But I expect that under the first 'vote of confidence', the Board could
> vote to 'accept' the explanation of the missed meetings, and included in
> the motion to 'accept the explanation'.....add a phrase that says, 'Board
> will conduct a second vote of confidence 'when or if' another meeting is
> missed'.
>
> At least, that is one way to implement this policy.
>
> Paul
>
> Best Regards, Paul Ritchie
> OWASP Executive Director
> paul.ritchie at owasp.org
>
>
> On Mon, May 4, 2015 at 2:35 PM, Tobias <tobias.gondrom at owasp.org> wrote:
>
>>  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>
>> 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 <%28808%29%20652-3805>
>>>>>
>>>>> 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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