Past Meetings

OWASP Board Meeting — May 31, 2013

Agenda for this Board meeting.

Meeting Details

  • Date: Friday, May 31, 2013
  • Time: 4:00 PM EDT – 5:00 PM
  • Location: in person at least once annually at a date to be announced and agreed upon"

Call to Order

Notice of Recording

  • Notice to all attendees - board meetings are recorded and publicly available as of March, 2013
  • Joining the call acknowledges your awareness of recording and consent to be recorded and public dissemination of the recording.

Recording of Meeting

Time

3:00pm - 4:00pm EST

Location

Teleconference Information:

https://www3.gotomeeting.com/join/349738774

Use your microphone and speakers (VoIP) - a headset is recommended. Or, call in using your telephone.

United States: +1 (619) 550-0006
Australia: +61 2 6108 4655
Austria: +43 (0) 7 2088 1403
Belgium: +32 (0) 28 08 4294
Canada: +1 (416) 800-9295
Denmark: +45 (0) 69 91 88 65
Finland: +358 (0) 942 41 5781
France: +33 (0) 182 880 459
Germany: +49 (0) 811 8899 6901
Ireland: +353 (0) 14 845 979
Italy: +39 0 699 36 98 81
Netherlands: +31 (0) 208 080 382
New Zealand: +64 (0) 4 974 7214
Norway: +47 21 03 58 99
Spain: +34 931 81 6669
Sweden: +46 (0) 852 503 499
Switzerland: +41 (0) 435 0167 09
United Kingdom: +44 (0) 207 151 1857

Access Code: 349-738-774
Audio PIN: Shown after joining the meeting

Meeting ID: 349-738-774



May 2013 Executive Director Report and Recommendations

Board Members

  • board meetings are recorded
  • publicly available as of March
  • 2013
  • Joining the call acknowledges your awareness of recording
  • consent to be recorded
  • public dissemination of the recording.
  • Recording of Meeting

Guests

No guests listed.

Conflict of Interest and Anti-Trust Statement

As the Board consists of individuals from many competing organizations, OWASP and its Board shall abide by all applicable anti-trust and competition laws. To avoid any perceived or actual conflict of interest, or anti-trust concerns under US federal, state, or regulations, only the published agenda shall be discussed or voted upon, or amended as below. If there are any conflicts of interest, Board members are expected to disclose the conflict of interest and must recuse themselves from discussion and voting.

Changes to the Agenda

Changes to the agenda — unless otherwise prohibited by anti-trust or competition laws — including adding, altering, or tabling of motions is permitted by following Roberts Rules of Order (RONR 12th Ed) 41:63, which requires an affirmative two-thirds vote.

Approval of Minutes

None listed.

Pre-reading Material

Old Business

Board Action Items

Vote Required

1. Budget Modifications:
Move money ($48,950)from the following items:

  • Extra $18,000 in budget under New hire IT (we are currently paying Matt $1000/month and $30,000 was originally allocated)
  • Not currently hiring new Administrative Assistant - $10,000 Avail
  • Not currently hiring Education Coordinator (Income/Expenses will break even)
  • Reducing Staff travel- cut $13,000
  • Extra money in Podcast line item (confirmed with Jim) - $2600
  • No more Office Rent - $350
  • Suggested cut Chapter Webinars allocation (no plans currently for spending) - $5000, this is a good item for chapters to fund themselves

Allocate $48,950 as follows:

  • 19,500 already committed in budget to staff expenses and salesforce expense (see report for details)
  • $20,500 for immediate hiring of new conferences manager (cost of 6 month salary and benefits)
  • Remaining $8,950 towards hiring a chapter coordinator. Will need to "raise" the remaining $11,000 needed for hiring. Staff will be coordinating messaging and internal fundraising from chapters to help meet this goal.


2. Signatory Policy: The OWASP Foundation will use the following policy when approving financial transactions or entering into contracts or other agreements requiring a financial committement by the Foundation, to ensure financial transparency and achieve operational independence from board members:

  • Financial obligations and transactions up to $10,000 USD - single signer (Sarah primary, Kate secondary)
  • Financial obligations and transactions more than $10,00 USD and up to $50,000 USD - dual signer (Sarah (Executive Director) and Dave (Treasurer), Sarah and Seba (EU))
  • Financial obligations and transactions more than $50,000 USD - Dual signer (second signer MUST be a board member), and notice given to the entire board of directors
  • Dual Signers - If Sarah is not available, 2nd Board member can sign in her place
  • Additionally, where the board treasurer is not authorized on our European account, the board can assign oversight responsibility for our European account to another member. Currently Seba has oversight of our European account and accounting practices and will be the second signer for European Transactions.


Feedback Requested

  • Sarah working with staff to outline by end of Q2 additional reports/statistics to include in monthly board report related to membership, chapters, projects, conferences, and overall budget. Board should send any requests on what they would like to see to Sarah ASAP.
  • Proposed policy to eliminate individual membership split - 100% to Foundation. This needs details fleshed out and discussion, but is a starting point to raise awareness into the large amount of money that is sitting in the chapters and project funds (over $260,000 USD).


Action Required

In addition to the items in progress by the staff listed in the report:

  • Dave to update access on OWASP Foundation Paypal account - Sarah and Kate to be given admin access, Dave and Alison should have view-only
  • Seba to add Sarah as approver on ING - European - Checking account
  • Tom to follow up with Sarah on request to be removed from EU entity paperwork
  • Sarah to provide details on proposal to move US accounts to Capital one to Dave for review
  • Sarah to put together charts on where OWASP income comes from (ie 40% from appsec conferences, x amount membership)


Pending Board Policy Items

  1. Foundation Corporate Sponsorship & Membership Changes
  2. Project Sponsorship & Branding Recommendations
  3. Proposal to modify Board Election Terms
  4. By-laws motion (Jim) to drop language requiring in-person board meeting attendance from section 3.03 - "and shall meet in person at least once annually at a date to be announced and agreed upon"
  5. Need to develop a Conflict of Interest Policy (reference: http://www.councilofnonprofits.org/conflict-of-interest)

New Business

Notice of Recording

  • Notice to all attendees - board meetings are recorded and publicly available as of March, 2013
  • Joining the call acknowledges your awareness of recording and consent to be recorded and public dissemination of the recording.

Recording of Meeting

Relevant reading

Time

3:00pm - 4:00pm EST

Location

Teleconference Information:

https://www3.gotomeeting.com/join/349738774

Use your microphone and speakers (VoIP) - a headset is recommended. Or, call in using your telephone.

United States: +1 (619) 550-0006
Australia: +61 2 6108 4655
Austria: +43 (0) 7 2088 1403
Belgium: +32 (0) 28 08 4294
Canada: +1 (416) 800-9295
Denmark: +45 (0) 69 91 88 65
Finland: +358 (0) 942 41 5781
France: +33 (0) 182 880 459
Germany: +49 (0) 811 8899 6901
Ireland: +353 (0) 14 845 979
Italy: +39 0 699 36 98 81
Netherlands: +31 (0) 208 080 382
New Zealand: +64 (0) 4 974 7214
Norway: +47 21 03 58 99
Spain: +34 931 81 6669
Sweden: +46 (0) 852 503 499
Switzerland: +41 (0) 435 0167 09
United Kingdom: +44 (0) 207 151 1857

Access Code: 349-738-774
Audio PIN: Shown after joining the meeting

Meeting ID: 349-738-774



May 2013 Executive Director Report and Recommendations

Attendance

Board Members Present

  • Tom Brennan
  • Michael Coates
  • Dave Wichers

Staff Present

  • Sarah Baso
  • Kelly Santalucia
  • Alison Shrader
  • Kate Hartmann
  • Samantha Groves

Other Community Members Present

  • Tobias Gondrom
  • Dennis Groves
  • Bil Corry

Board members not in attendance

  • Seba Deleersnyder
  • Eoin Keary
  • Jim Manico


Board Members Present

  • Tom Brennan
  • Michael Coates
  • Dave Wichers

Staff Present

  • Sarah Baso
  • Kelly Santalucia
  • Alison Shrader
  • Kate Hartmann
  • Samantha Groves

Other Community Members Present

  • Tobias Gondrom
  • Dennis Groves
  • Bil Corry

Board members not in attendance

  • Seba Deleersnyder
  • Eoin Keary
  • Jim Manico


Vote Required

1. Budget Modifications:
Move money ($48,950)from the following items:

  • Extra $18,000 in budget under New hire IT (we are currently paying Matt $1000/month and $30,000 was originally allocated)
  • Not currently hiring new Administrative Assistant - $10,000 Avail
  • Not currently hiring Education Coordinator (Income/Expenses will break even)
  • Reducing Staff travel- cut $13,000
  • Extra money in Podcast line item (confirmed with Jim) - $2600
  • No more Office Rent - $350
  • Suggested cut Chapter Webinars allocation (no plans currently for spending) - $5000, this is a good item for chapters to fund themselves

Allocate $48,950 as follows:

  • 19,500 already committed in budget to staff expenses and salesforce expense (see report for details)
  • $20,500 for immediate hiring of new conferences manager (cost of 6 month salary and benefits)
  • Remaining $8,950 towards hiring a chapter coordinator. Will need to "raise" the remaining $11,000 needed for hiring. Staff will be coordinating messaging and internal fundraising from chapters to help meet this goal.


2. Signatory Policy: The OWASP Foundation will use the following policy when approving financial transactions or entering into contracts or other agreements requiring a financial committement by the Foundation, to ensure financial transparency and achieve operational independence from board members:

  • Financial obligations and transactions up to $10,000 USD - single signer (Sarah primary, Kate secondary)
  • Financial obligations and transactions more than $10,00 USD and up to $50,000 USD - dual signer (Sarah (Executive Director) and Dave (Treasurer), Sarah and Seba (EU))
  • Financial obligations and transactions more than $50,000 USD - Dual signer (second signer MUST be a board member), and notice given to the entire board of directors
  • Dual Signers - If Sarah is not available, 2nd Board member can sign in her place
  • Additionally, where the board treasurer is not authorized on our European account, the board can assign oversight responsibility for our European account to another member. Currently Seba has oversight of our European account and accounting practices and will be the second signer for European Transactions.


Feedback Requested

  • Sarah working with staff to outline by end of Q2 additional reports/statistics to include in monthly board report related to membership, chapters, projects, conferences, and overall budget. Board should send any requests on what they would like to see to Sarah ASAP.
  • Proposed policy to eliminate individual membership split - 100% to Foundation. This needs details fleshed out and discussion, but is a starting point to raise awareness into the large amount of money that is sitting in the chapters and project funds (over $260,000 USD).


Action Required

In addition to the items in progress by the staff listed in the report:

  • Dave to update access on OWASP Foundation Paypal account - Sarah and Kate to be given admin access, Dave and Alison should have view-only
  • Seba to add Sarah as approver on ING - European - Checking account
  • Tom to follow up with Sarah on request to be removed from EU entity paperwork
  • Sarah to provide details on proposal to move US accounts to Capital one to Dave for review
  • Sarah to put together charts on where OWASP income comes from (ie 40% from appsec conferences, x amount membership)


Pending Board Policy Items

  1. Foundation Corporate Sponsorship & Membership Changes
  2. Project Sponsorship & Branding Recommendations
  3. Proposal to modify Board Election Terms
  4. By-laws motion (Jim) to drop language requiring in-person board meeting attendance from section 3.03 - "and shall meet in person at least once annually at a date to be announced and agreed upon"
  5. Need to develop a Conflict of Interest Policy (reference: http://www.councilofnonprofits.org/conflict-of-interest)

Adjournment

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