Update on the bylaw survey and sneak peek at the AMS

Tuesday, June 7, 2022

We will need to hold a member vote on the new bylaws, and for that reason, we are announcing Town Halls for June 28, with the vote likely to start on July 1, or at the latest in concert with the next Board Election starting August 15.

Thank you to everyone who participated in the Survey. I am pleased to announce that the following Members have won a ticket to a Global AppSec of their choosing:

Marianne Busch
Amit Dubey
David Ochel

We are making progress on both the bylaws and the association management platform. You can also have a early sneak peek at our new AMS and the draft bylaws.

For more, please read on.

Members must vote on the new certificate of incorporation and bylaws

This is now the official position. The law is clear here, and although it will be tough to do, we are exploring options to modify our election policy if we are able to do so, because we will need to have at least half of all members vote. This will be basically impossible.

Come to the Bylaw Review Meeting

The Board is meeting every week to go over the draft bylaws, and to make amendments. This is a public meeting, and you are more than welcome to join. This meeting is not an official special or general Board meeting, so no votes will be taken.

Meeting invite:

Announcing three Town Halls

We will be holding three town halls to coincide with the next public Board meeting on June 28. Two of them will be held before the Board meeting, so the Board can discuss what they hear during the first two.

Update: links to the Meetup meetings is now complete.

Options

We are considering the following three options:

Holding the vote open until we get sufficient votes (might take a long time, and may not reach the necessary 2939 votes)
Holding a global town hall over a period of 24 hours, and hope that 1/3rd of all members (1959) shows up and votes
As we’ve never done this before, we might be permitted to modify the election policy to hold the vote over a period of 30-90 days and whomever votes is considered quorum along with a separate vote to permit this change to election policy
Holding the vote with the general election process and whomever votes for Board members and votes for the bylaws is considered quorum, again with a vote to permit this change to election policy.
Work with our lawyers to come up with another solution. These are all bad, including dissolving and reforming the organization. Even that is nigh on impossible, as members get to vote for dissolution and asset transfers.

We are actively interested in your feedback on this. We want this to be transparent and give you all the information you need to make a good decision.

Survey says…

Thank you to all who participated in the survey. The results are:

Who should be able to modify the bylaws?

68% want members to have the right to modify the bylaws.
32% want the Board to do as they have in the past.

As it turns out, we will be codifying both rather than have this as an “or”. The reality is that to get a vote sufficient for Members to have a change to the bylaws from a member driven initiative is so high as to be impossible. So we will be codifying both ways.

Who should be a financial member

57.6% said all Leaders, Board Members, and Committee Officers
28.1% said Board members and Committee Officers
14.3% said just Board members

I know some of you are passionate about this particular response, but we will need to go with the first option, which is also the safest legal option. The Board will need to make the final decision on this, but in all likelihood if they decide to make a complimentary Leadership class, the leadership membership class will be non-voting.

Merging all Individual Membership classes

79.9% said yes
20.1% said no

We will be merging all Individual Membership classes, to ensure consistency, document their rights and privileges.

Non-financial Membership classes

63.3% said Yes to a complimentary membership class
36.2% said No

The Board will need to make a decision on this one. It seems there is widespread support for it. At the moment, the Leadership Complimentary membership class is voting and is not means tested. This is not normal for non-profits. I am supportive of a means tested (i.e. targeted) Complimentary membership class for those who need it, and we can justify this through our mission. To simply offer free membership means we should probably do “Pay anything” rather than “free”. This is a decision for the Board, and so please let them know your thoughts.

Should non-financial Membership classes have voting rights

73.2% No
26.8% Yes

I think this is fairly clear and supports the above result.

Should non-financial Membership classes be able to stand for the Board?

73.2% No
26.8% Yes

Should non-financial Membership classes be able to stand for Committee officers?

71.9% No
28.1% Yes

Basically if we take the previous three results and create a free “Leadership” membership class, Leaders cannot lead. Therefore, it doesn’t make sense.

Corporate Supporter results

Please see the charts, but essentially, out current settings are well supported with 80.4% support.

Survey Conclusions

Along with the first result that Leaders should be financial members, it’s likely that we will be creating a complimentary membership class that cannot vote that should be means tested for Diversity, Inclusion, and Equity reasons, but this is not a leadership membership class.

What’s next?

We are writing the new bylaws. The Board decided to start over from scratch. You can see the working draft here. Please leave comments.

Draft bylaws

What about the association management platform?

That is coming along nicely. Please check a sneak peek now:

New OWASP Membership site

Please don’t register or pay as yet, because it’s not hooked up to anything.

Watch Star