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

Andrew van der Stock vanderaj at owasp.org
Tue May 5 13:45:35 UTC 2015


As a vote is under way I will vote yes, but will look for further
amendments once passed.

Andrew
On 5 May 2015 12:26, "Josh Sokol" <josh.sokol at owasp.org> wrote:

> Updating status of the vote:
>
> Josh - Yes
> Jim - Yes
> Matt - Yes
> Fabio - Yes
> Michael - Yes
> Tobias - Yes
> Andrew -
>
> Andrew, could you please provide your vote when you get a chance?  The
> vote passes, but I would like to be able to say that all votes were
> counted.  Thanks!
>
> ~josh
>
> On Mon, May 4, 2015 at 7:58 PM, Michael Coates <michael.coates at owasp.org>
> wrote:
>
>> 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
>>>>>>>>
>>>>>>>> _______________________________________________
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>>>>>>>> Owasp-board at lists.owasp.org
>>>>>>>> https://lists.owasp.org/mailman/listinfo/owasp-board
>>>>>>>>
>>>>>>>>
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