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

Jim Manico jim.manico at owasp.org
Wed May 6 20:05:15 UTC 2015


.... and this is why the board should vote before removing a member for
lack of participation. There are very good reasons why Andrew cannot make
meetings in the middle of the night for his time zone.

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

On May 6, 2015, at 1:01 PM, Tobias <tobias.gondrom at owasp.org> wrote:

 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> 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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