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

Andrew van der Stock vanderaj at owasp.org
Tue May 5 23:05:34 UTC 2015


I also have a Google docs that seems to be the ancestor of this amendment. Let me know if you want edit access if you don't already have it.

Thanks
Andrew

Sent from my iPad

> On 6 May 2015, at 7:59 am, Bil Corry <bil.corry at owasp.org> wrote:
> 
> I created a page a couple of years ago that has the current and former bylaws, probably best to continue to use it unless there's a spot that works better:
>  
> https://www.owasp.org/index.php/OWASP_Foundation_ByLaws
>  
> - Bil
>  
>  
> From: owasp-board-bounces at lists.owasp.org [mailto:owasp-board-bounces at lists.owasp.org] On Behalf Of Jim Manico
> Sent: Tuesday, May 05, 2015 10:03 PM
> To: Josh Sokol
> Cc: OWASP Board List
> Subject: Re: [Owasp-board] Call for Vote: Bylaw Change to Section 3.03 Regular Meetings
>  
> I can help here - the bylaws are listed in several places and needs a little cleanup.
> 
> --
> Jim Manico
> @Manicode
> (808) 652-3805
> 
> On May 5, 2015, at 11:21 AM, Josh Sokol <josh.sokol at owasp.org> wrote:
> 
> 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
> OWASP Global Board
> Join me at AppSecUSA 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
> 
> 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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