[Owasp-board] OWASP Board Vote of Confidence: Jonathan Carter

Andrew van der Stock vanderaj at owasp.org
Thu Dec 22 00:07:01 UTC 2016

The meeting ran over time by over an hour, and we did not have quorum for
the first 15 minutes when Tom and Josh didn't show up.

For whatever technical reason, I could not no matter how I tried, re-join
the meeting, plus as it had run over time, I had other duties I have to do.

We need to be respectful of people's time when holding Board meetings -
please attend on time and please stick to the allotted time slots.


On Thu, Dec 22, 2016 at 10:33 AM Tom Brennan <tomb at owasp.org> wrote:

> FWIW Dropping off the meeting at anytime would be not attending the
> full meeting, hence the records are incorrect.   At the last meeting
> that actually happened for both Johnathan and Andrew both did not dial
> back in when they dropped and we had business that we could not
> complete during the scheduled board call and broke the quorum.  Matt
> has said that Tobias and Mike gave notice ahead of time and were sick
> and could not dial in.   In the end if anyone is not on the board call
> for the entire call when it starts until when it ends (including
> executive session) that does count as NOT ATTENDING the meeting. The
> meeting notes do not reflect that at all and it prohibits us from
> getting the tasks done that need to be done.
> Its the same for the face to face meeting right... virtual is just
> saving the airfare and the face to face time. If you walk out of the
> meeting 1/2 way through it, I think everyone gets get the point.
> On Wed, Dec 21, 2016 at 2:49 AM, Josh Sokol <josh.sokol at owasp.org> wrote:
> > I updated the attendance to reflect that you were at the December
> meeting.
> > I wasn't sure and the meeting minutes hadn't been posted yet.
> >
> > ~josh
> >
> > On Tue, Dec 20, 2016 at 4:18 PM, Jonathan Carter <
> jonathan.carter at owasp.org>
> > wrote:
> >>
> >> Hi,
> >> I was in attendance at the last one as well.
> >>
> >> On Dec 20, 2016, at 10:32 AM, Josh Sokol <josh.sokol at owasp.org> wrote:
> >>
> >> OWASP Bylaws Section 3.03:
> >>
> >> 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 by the Executive Director or delegate
> within
> >> seven days 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. The vote of confidence is to take place within 21 days, but
> not
> >> sooner than 7 days, of notification by the Executive Director or
> delegate
> >> that a board member has not met the attendance threshold. During the
> first
> >> seven days, the board member in question will have an opportunity to
> make
> >> their case to their fellow board members. The vote of confidence will
> take
> >> place on the OWASP Board of Directors email list, unless the Board
> votes to
> >> review the matter at their next meeting, so long as the next meeting
> occurs
> >> within the 21­day window. An overall vote of "no confidence" is
> recorded if
> >> more than half 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.
> >>
> >> Pursuant to OWASP Bylaws Section 3.03, as board member Jonathan Carter
> has
> >> fallen below the attendance requirements specified, I am officially
> calling
> >> for a vote of confidence. Jonathan, you have an opportunity to make your
> >> case to your fellow Board members.  Once you have made your case, or
> seven
> >> days has passed, whichever comes first, the Board will take an official
> vote
> >> of confidence via the OWASP Board of Directors email list.
> >>
> >> Side Note: Jonathan, please do not take this personally.  In absence of
> an
> >> Executive Director, with formal notice having been made now by two
> >> Directors, a vote has to take place or we are not doing our jobs as
> >> Directors.
> >>
> >> ~josh
> >>
> >
> --
> Tom Brennan
> 973-202-0122 <(973)%20202-0122>
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