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

Paul Ritchie paul.ritchie at owasp.org
Tue May 5 15:52:38 UTC 2015


Josh, All:

Since Michael & Andrew have both affirmatively voted yes, we have unanimous
consent to an e-vote, as well as unanimous consent to approve the bylaw
language change.

Motion passes and I will record it on the Wiki page.   We also should note
the e-vote results in our Board minutes on May 22.

Paul

Best Regards, Paul Ritchie
OWASP Executive Director
paul.ritchie at owasp.org


On Tue, May 5, 2015 at 6:45 AM, Andrew van der Stock <vanderaj at owasp.org>
wrote:

> 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
>>>>>>>>>
>>>>>>>>> _______________________________________________
>>>>>>>>> Owasp-board mailing list
>>>>>>>>> Owasp-board at lists.owasp.org
>>>>>>>>> https://lists.owasp.org/mailman/listinfo/owasp-board
>>>>>>>>>
>>>>>>>>>
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