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

Jim Manico jim.manico at owasp.org
Wed May 6 00:16:07 UTC 2015


Awesome Bil, time for a new entry. I'll help making sure all bylaw mentions
point to the right place.

--
Jim Manico
@Manicode
(808) 652-3805

On May 5, 2015, at 2:59 PM, 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
<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 <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


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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