[Owasp-board] [Governance] Proposal to change our bylaws about board member rotation and term limits

Fabio Cerullo fcerullo at owasp.org
Tue Oct 13 09:53:44 UTC 2015


As expressed earlier in the year I would support reducing the board members terms to 6 years in any 10 years period.

Thanks,

Fabio Cerullo
Global Board Member
OWASP Foundation
https://www.owasp.org

> On 13 Oct 2015, at 7:30 a.m., Jim Manico <jim.manico at owasp.org> wrote:
> 
> 1) It forces board members back into general "OWASP Society" with lessons learned 
> 
> 2) Continually refreshes leadership with new skills, fresh perspectives, etc
> 
> 3) Lessen the influence of the "star factor" given to board members (invited to conferences, news and speaking opportunities above others, etc)
> 
> 4) Lessen influence of financial interests
> 
> Cheers,
> --
> Jim Manico
> Global Board Member
> OWASP Foundation
> https://www.owasp.org <https://www.owasp.org/>
> Join me in Rome for AppSecEU 2016!
> 
> On Oct 13, 2015, at 8:21 AM, Michael Coates <michael.coates at owasp.org <mailto:michael.coates at owasp.org>> wrote:
> 
>> I'm curious what is our end goal with this motion? We could move the term limit to 2 years or to 12 years. Without a clear goal we're just picking numbers. 
>> 
>> I think we are saying that the power of an incumbent candidate is so great that they can't be defeated in an election and we must put a term limit so others can be on the board. 
>> 
>> Even if this is true (which I dont think it is) should we not enable the community to pick the best people for the board?
>> 
>> An important item to ask is how much do we value new people on the board versus the best people on the board? Sure we won't know if someone new is good without seeing them in action, but another valid response is someone who is great in the community should shine whether or not they're on the board ( I can think of several stars not on the board). 
>> 
>> If we optimize to get new people at all costs, we certainly will achieve that. But is that in the best interest of Owasp or does it just feel more "fair" without accomplishing our goal?
>> 
>> Food for thought. But I think In passing this motion we should know what we're trying to accomplish and why we've chosen 6 years vs 8 years or 2 years as the limit. 
>> 
>> Thanks for consideration. 
>> 
>> On Oct 12, 2015, at 10:29 PM, Jim Manico <jim.manico at owasp.org <mailto:jim.manico at owasp.org>> wrote:
>> 
>>> Yup. But I see this as something non-critical. We can go through this process over email. 
>>> 
>>> I think a better use of board meeting time is to reserve that time for discussions that we need to discuss in person. This is not one of them, IMO.
>>> 
>>> Aloha,
>>> Jim
>>> 
>>> On 10/13/15 6:59 AM, Tobias wrote:
>>>> Hm. I could send out a motion on the board list for this proposal. 
>>>> 
>>>> But practically this time, I think it is more efficient and faster to raise this motion at the board meeting tomorrow (Wednesday). First, we can not simply move to voting on this without some discussion wait time. So the board meeting will happen before that wait time expires anyway. And if no discussion is needed for this change, this can simply be voted within a minute. (And if there is discussion it should be clarified or tabled for later discussion on the list and brought up again at the following meeting.)
>>>> 
>>>> Best regards, Tobias
>>>> 
>>>> 
>>>> 
>>>> On 13/10/15 05:45, Jim Manico wrote:
>>>>> I'd vote for it as well. Call the vote and let's do this.
>>>>> 
>>>>> --
>>>>> Jim Manico
>>>>> Global Board Member
>>>>> OWASP Foundation
>>>>> https://www.owasp.org <https://www.owasp.org/>
>>>>> Join me in Rome for AppSecEU 2016!
>>>>> 
>>>>> On Oct 13, 2015, at 4:53 AM, Matt Konda < <mailto:matt.konda at owasp.org>matt.konda at owasp.org <mailto:matt.konda at owasp.org>> wrote:
>>>>> 
>>>>>> I support reducing maximum terms from 8 years to 6 years per the language Tobias recommended.
>>>>>> 
>>>>>> Personally, I would like to see this proposed and voted electronically since we have 5/7 recorded as supportive in this thread.
>>>>>> 
>>>>>> Matt
>>>>>> 
>>>>>> On Fri, Oct 9, 2015 at 4:30 PM, Josh Sokol < <mailto:josh.sokol at owasp.org>josh.sokol at owasp.org <mailto:josh.sokol at owasp.org>> wrote:
>>>>>> I generally like this proposal and am inclined to vote "yes" if so motioned.
>>>>>> 
>>>>>> ~josh
>>>>>> 
>>>>>> On Fri, Oct 9, 2015 at 8:10 AM, Andrew van der Stock < <mailto:vanderaj at owasp.org>vanderaj at owasp.org <mailto:vanderaj at owasp.org>> wrote:
>>>>>> All boards need renewal and to ensure long term survival of the organisation. With such a wide field of candidates last year and this year, we do not have any problems in recruiting new blood for the board, but that new blood may be held back by folks who have been here a long while and using their prior incumbency to gain a slot that might deny new ideas for OWASP that we might otherwise miss out on. 
>>>>>> 
>>>>>> I think three terms in 10 years is okay if towards the top of my expectations. I am actually quite okay with the idea of two terms in 10 years as we only have 7 Directors. The maximum number of directors would 7 * 5 = 35 directors in total, and realistically, most of us will go for a second term and even a third term, which reduces it to 7 * 5 / 2 = lets call it 18 directors in 10 years with two terms, and possibly as low as 7 * 5 / 3 = 12 directors with everyone maxing out their three terms. I am not sure a max of three terms is healthy, as if everyone affected by this rule tapers off at once, there will be a period every few years with many new directors, and few experienced directors. 
>>>>>> 
>>>>>> Willing to discuss further. If the majority agree on three terms I am still very likely to vote yes, and of course, to take effect once the 2015 elections have been finalised. 
>>>>>> 
>>>>>> thanks
>>>>>> Andrew
>>>>>> 
>>>>>> On Fri, Oct 9, 2015 at 11:42 PM, Jim Manico < <mailto:jim.manico at owasp.org>jim.manico at owasp.org <mailto:jim.manico at owasp.org>> wrote:
>>>>>> I personally think this is a great idea and of course should not effect current elections to be fair to Tom.
>>>>>> 
>>>>>> --
>>>>>> Jim Manico
>>>>>> Global Board Member
>>>>>> OWASP Foundation
>>>>>>  <https://www.owasp.org/>https://www.owasp.org <https://www.owasp.org/>
>>>>>> Join me in Rome for AppSecEU 2016!
>>>>>> 
>>>>>> On Oct 9, 2015, at 1:57 PM, Tobias < <mailto:tobias.gondrom at owasp.org>tobias.gondrom at owasp.org <mailto:tobias.gondrom at owasp.org>> wrote:
>>>>>> 
>>>>>>> Hello dear community, 
>>>>>>> 
>>>>>>> I like to raise a thought about term limits defined in our bylaws and how to encourage more board member rotation in the future, strengthening our governance and bringing new blood in the organisation. 
>>>>>>> 
>>>>>>> Last month, I had a very interesting discussion with the chair and some board members of ISC2 and they are currently moving to a more restrictive way of term limits to encourage new board members and rotation to improve oversight. 
>>>>>>> 
>>>>>>> Our current OWASP bylaws state in section 2.02
>>>>>>> "An individual is limited to 4 consecutive 2 year terms"
>>>>>>> 
>>>>>>> I like to put this in context of other organisations like ISC2 bylaws: 
>>>>>>> In the past they had "No member may be elected to the Board more than twice in any seven year period. " (Their term is for 3years.). They noticed a problem with people staying on very long after a one year break and hindering renewal of the board. So they are now moving towards "Service as a Director may not exceed six years in any ten year period". 
>>>>>>> 
>>>>>>> I had a longer conversation with several ISC2 directors and I think this is a good idea and move, to enhance governance, democratic processes and bring in new people with new ideas (and avoid that the same people continue to sit on the board for too long). As you know many democratic elected presidents have term limits. The US president being a good example. 
>>>>>>> 
>>>>>>> I think we should consider to as well strengthen our bylaws in that regard and make ourselves more open and encouraging for new blood on the board. 
>>>>>>> 
>>>>>>> => My proposal idea would be to adjust section 2.02 of our bylaws to state: 
>>>>>>> "An individual is limited to 3 consecutive 2 year terms and serving as a Director may not exceed six years in any ten year period."
>>>>>>> 
>>>>>>> Please note: Naturally this change could not affect the currently ongoing board elections (as they are already in progress), so it would take effect only going forward for all new upcoming elections. 
>>>>>>> 
>>>>>>> What are your thoughts on this? 
>>>>>>> 
>>>>>>> Best regards, Tobias
>>>>>>> 
>>>>>>> 
>>>>>>> 
>>>>>>> Tobias Gondrom
>>>>>>> Chairman OWASP Global Board
>>>>>>> email:  <mailto:tobias.gondrom at owasp.org>tobias.gondrom at owasp.org <mailto:tobias.gondrom at owasp.org>
>>>>>>> skype: tgondrom
>>>>>>> twitter: @tgondrom
>>>>>>> 
>>>>>>> 
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>>>>>> 
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>>>>>> 
>>>>>> 
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>>>>>> 
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>>>>> 
>>>>> 
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>>>> 
>>> 
>>> -- 
>>> Jim Manico
>>> Global Board Member
>>> OWASP Foundation
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