Past Meetings

OWASP Board Meeting — September 25, 2015

Official minutes of this Board meeting.

Meeting Details

  • Date: Friday, September 25, 2015
  • Time: 7:00 PM PDT – 9:00 PM
  • Location: at AppSecUSA-SF

Call to Order

The Board met by teleconference.

Board Members

  • Tobias Gondrom
  • Matt Konda
  • Jim Manico
  • Josh Sokol
  • Michael Coates
  • Andrew van der Stock
  • Fabio Cerullo

quorum of 7 board members.

Guests

  • Paul Ritchie
  • Bryan Batty

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

Pre-reading Material

Reports

Reports

Chairman’s report – Tobias summarizes weekly operational calls with ED. He also listens in to staff calls 1x per month. Vice Chair report – New policies to encourage spending down project and chapter funds. Worked with Bill Corry on the board attendance policy. Treasurer report - Forecast of cash balance. See financials update. Funding discussions starting for 2016. Secretary report - Activities noted but nothing in the capacity of Secretary.

BoD Members at Large report - Andrew: Jim: Active agenda items. Michael: Great results for AppSecUSA. 1200+ attendees. Teach security. Build a framework for teaching security at Universities. Project Summit Women in AppSec Advisory group for conferences

Executive Director Report

. ED Updates

Financials

High level, still in a good place. Membership at 94% of goal. (292K) Approximately a million in the bank. 2483 members Initial estimates for 2016 conservative for due to lower for DC. SF AppSec expenses > 50K this quarter. Michael: Do we need a line of credit. Events: AppSecEU 2016: June Rome AppSecUSA 2016: September DC + Northern Virginia Note that every single board member completed online anti-harassment training for supervisors. Community Manager Update Positive reaction to the State of the Union message Chapter leader training. 1-2 hours in the evening. 2 days of training. Competed with content. Maybe something to revisit and reconsider. Jim suggests considering chapter leader conference, a day at a conference or a night time meeting. Michael suggests an OWASP day for a day at AppSec. Paul - let’s do monthly hangouts. Project Update Project Summit Summer of Code New project process Matt: Consider doing a knowledge map - Enrico working on this. Director update Operations update Automated merchandising fulfillment. Annual Report. Matt: Comments that Membership update Board Candidates for elections in progress. Schedule & details on Wiki. Kelly pushing out email communication on routine basis to Community Michael: Are we having any of the issues we had last year? Paul: Seem to have communicated substantially and dealt with the honorary memberships.

Old Business

Minutes

Meeting was called to order and Tobias Gondrom read a roll call of board members in attendance. Paul notified that recording started. Paul noted that have full quorum of 7 board members. Community and staff attendance is noted above. Minutes from August 12, 2015 Board meeting were approved. Tobias asks for any objections. No objections. Actions: Discussed drafting 2016 budget in the coming weeks. Discussed drafting 2016 strategic goals over the coming months. Andrew to draft an update to the OWASP bylaws with Josh and Jim. Paul to look into establishing a line of credit. Paul to follow up with Matt T. to clarify the IT infrastructure. Goal: Improve on timeliness of annual report. Q1 target. Paul: To follow up with Chapters with over $5,000 budget allocations to ask them to do budgets for 2016. Proposal 1 from financial proposals. (Forgive small debts or any negative balance for Chapters and Projects) Proposal 1: Forgive debts for Hackademics and PHP Security projects totaling $471.50 and debts for Belfast, Bolivia, Chile, and Recife chapters totaling $1255.39. This will bring their respective accounts from a negative balance to a $0 balance. Josh moves, Jim seconds. All in favor as written. Motion passes by unanimous consent.

Proposal for update to OWASP bylaws (related to confidence votes, noted in detail below) is approved. Jim motions, Andrew seconds. All in favor. Motion passes by unanimous consent. Motion from Tobias to close the meeting. Andrew seconds. No objections. Meeting closed.

Motion: Motion from Tobias to close the meeting. Andrew seconds. No objections. Meeting closed.

Unanimously approved

Result: Unanimously approved

Old Business

Old Business

New Business

New Agenda Items

Josh funding proposals https://www.evernote.com/shard/s63/sh/64f0c8fc-5407-4ec4-b511-b1b1260cd08d/d0d47826ba6b64da: Proposal 1: Josh moves, Jim seconds. All in favor as written. “Forgive debts for Hackademics and PHP Security projects totaling $471.50 and debts for Belfast, Bolivia, Chile, and Recife chapters totaling $1255.39. This will bring their respective accounts from a negative balance to a $0 balance.” Proposal 2: Appears not to have wide approval, will revisit. Proposal 3: Moved process to reviewing all of the proposals. Use “Must” Reviewed all 10 proposals.

Josh moves to approve 5. Andrew seconds. (Open motion to next meeting) Tobias moves to invoke point of order to table this proposal. Jim seconds. Votes: Josh and Matt no. (Not to table) Tobias, Jim, Andrew, Fabio, Michael vote yes. (To table)

Bylaws Proposal 1: Jim motions, Andrew seconds. All in favor.

Proposal 1: Change the Bylaw text to read as follows:

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 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 21-day 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.

Next Board Meeting – October 14, 2015. Wednesday Time 6:00 PM PST.

September 25 Board Meeting was adjourned at 20:15 CET by unanimous consent.

Motion: Josh funding proposals https://www.evernote.com/shard/s63/sh/64f0c8fc-5407-4ec4-b511-b1b1260cd08d/d0d47826ba6b64da:

Unanimously approved

Result: Unanimously approved

Comments, Announcements, and Other Business

Adjournment

was adjourned at 20:15 CET by unanimous consent.

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