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

Tobias tobias.gondrom at owasp.org
Wed May 6 05:49:48 UTC 2015


Paul,

thank you.
Indeed it would be good practice to record all evotes during the regular 
board meeting.
This can be done by recorded with "no objection". That way it also 
becomes part of the minutes.

Best, Tobias


On 05/05/15 17:52, Paul Ritchie 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 <mailto:paul.ritchie at owasp.org>
>
>
> On Tue, May 5, 2015 at 6:45 AM, Andrew van der Stock 
> <vanderaj at owasp.org <mailto: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
>     <mailto: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 <mailto: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 <mailto: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 <mailto:paul.ritchie at owasp.org>
>
>
>                 On Mon, May 4, 2015 at 2:35 PM, Tobias
>                 <tobias.gondrom at owasp.org
>                 <mailto: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 <mailto:fcerullo at owasp.org>>
>>                     wrote:
>>
>>                         Yes
>>
>>                         Sent from my iPhone
>>
>>                         On 4 May 2015, at 10:43, Matt Konda
>>                         <matt.konda at owasp.org
>>                         <mailto: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
>>>                         <mailto: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
>>>                             <mailto:jim.manico at owasp.org>> wrote:
>>>
>>>                                 So I second this motion and
>>>                                 obviously vote yes as well.
>>>
>>>                                 Aloha,
>>>                                 --
>>>                                 Jim Manico
>>>                                 @Manicode
>>>                                 (808) 652-3805
>>>                                 <tel:%28808%29%20652-3805>
>>>
>>>                                 On May 1, 2015, at 5:59 AM, Paul
>>>                                 Ritchie <paul.ritchie at owasp.org
>>>                                 <mailto: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
>>>>                                 <mailto:paul.ritchie at owasp.org>
>>>>
>>>>
>>>>                                 On Fri, May 1, 2015 at 8:22 AM,
>>>>                                 Josh Sokol <josh.sokol at owasp.org
>>>>                                 <mailto: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
>>>>                                     <mailto:Owasp-board at lists.owasp.org>
>>>>                                     https://lists.owasp.org/mailman/listinfo/owasp-board
>>>>
>>>>
>>>>                                 _______________________________________________
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>>>
>>>
>>>
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>>
>>
>>
>>
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