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

Josh Sokol josh.sokol at owasp.org
Tue May 5 18:20:08 UTC 2015


Thank you Paul.  Can you please take an action item for yourself and/or the
staff to update the bylaws on the website as well?  Thanks!

~josh

On Tue, May 5, 2015 at 10:52 AM, Paul Ritchie <paul.ritchie at owasp.org>
wrote:

> 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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