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

Tobias tobias.gondrom at owasp.org
Wed May 6 20:01:09 UTC 2015


Dear Andrew,

I hear and agree. Today our board is really spread quite evenly across 
the globe and it is difficult to find slots that are not a total pain 
for at least one of us. And if I may say, especially you already went to 
extraordinary lengths to attend board meetings. Far above and beyond the 
normal duties. Great respect!

I will try my very best to continue scheduling our board meetings at 
times that are acceptable for everyone and with the patience and 
flexibility of our board, I hope I can fulfil this promise.

But equally, I agree with you that the wording for our board meetings 
could be improved to reflect that certain time slots should justify an 
excuse from attendance....

Would you like to prepare a draft for the amendment to address your 
concerns?

Thanks, Tobias


On 05/05/15 15:44, Andrew van der Stock wrote:
>
> Hi all,
>
> I am supportive of the new wording, but part of the issue is to do 
> with amenity of hours. All of the Board meetings bar one have been 
> between 2 am and 5 am my time during a working week. Due to this 
> Board's geographic spread there is no one "good" time for all of us.
>
> We need words about this in the December schedule meeting text to 
> spread the pain around or provide the ability to evote on upcoming 
> matters or pass on a proxy vote to Board members in the Asia Pacific 
> region if the current hours are to remain.
>
> I still think it is good manners to provide the other Board members 
> with an apology before not being able to attend a meeting for whatever 
> reason, but I don't think we need words in the by laws for that.
>
> Thanks
> 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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