June 2021 Videoconference
Meeting Details
- Date: 24 May 2021
- Time: 12PM US Eastern, UTC 1700 convert
- Location: Remote
- Call-in: Zoom Meeting
Agenda
TRANSLATION
This agenda and minutes, and potentially a transcript of the recording will be translated to Flemish per Belgian requirements.
CALL TO ORDER
EU Board Members
- Marc GONDROM BESTUURDER
- Martin KNOBLOCH BESTUURDER
- Maarten MESTDAGH BESTUURDER
- Gary ROBINSON BESTUURDER
- Adrian WINCKLES BESTUURDER
Invited Global Board Guests
- Grant Ongers, Martin Knobloch, Owen Pendlebury, Sherif Mansour
Guests
- Andrew van der Stock, Tom Pappas, Dawn Aitken
Confirmation of EU Board membership
We need to ensure that the Belgian regulator’s view of our current EU Board members is correct for quorum purposes. If we have quorum (a simple majority), then we should be able to continue. If we don’t have quorum, we will need to reschedule.
CHANGES TO THE AGENDA
Reference material
EU Bylaws
The EU Bylaws are outdated and not maintained, and should be completely re-written if the move to the Netherlands is approved. We no longer have a copy of the the originals of either bylaws. If anyone can assist with this, please let us know.
APPROVAL OF MINUTES
It has been difficult to locate the previous minutes. If anyone has a copy of any or all of them, please forward them to me so I can add them to the www-board-eu repository and SR FIDICIAIRE.
Once located, I will send an e-vote to confirm the minutes with this Board. You should probably reach out to the Board members at the time to confirm the minutes before voting on their validity.
REPORTS
Executive Director Report
I have started to bring together the good governance of the EU entity, including a place for all EU Board activity to be recorded, similar to the US entity. Once we have identified the missing elements, they will be added here. In particular, we need to hold annual Board meetings. I will notify the EU Board of any updates to this repo, but I encourage you to set a “Watch” in GitHub to be notified immediately of any changes.
The amount of regulatory and compliance requirements for the Belgian EU entity has reached untenable levels. We have more requests to comply with various issues in the last 7 months than in my four years on the Global Board. Please review the motion to re-form this entity in the Netherlands, so that we can better deliver outcomes to OWASP EU members.
I have requested the Global Board to consider creating a federated entity model for OWASP. I propose that if this is agreed, for the Board and myself to work with OWASP China and the EU Board to ensure that any entities we create follow our mission, follow an acknowledged international NGO pattern such as Rotary International or similar, provide far more value to our members than the EU entity ever has, and ensure that good financial standards and governance is mandated.
Director compliance requirement
The SR FIDUCIAIRE CVBA firm has asked the following of the eventual EU Board members: “When you mail us the minutes, can you also mail us the passports of all the members of the board of directors?”
Finance Report
To be presented by Tom Pappas. Please ask any questions, including around the unauthorized bank account opened by a previous director, and the progress on migrating EU finances to be more manageable and for far lower cost.
NEW BUSINESS
Motion to grant power of attorney to SR FIDUCIAIRE CVBA
Background: “This paragraph stipulates that Philip Hellinck of our office can sign the necessary documents concerning the publication in the Belgian Gazette and the update of the Crossroads bank of enterprises. In this case we don’t have to send you al these documents by regular mail for your signature.”
Motion: “Approved, OWASP vzw grants power of attorney to Philip Hellinck of SR FIDUCIAIRE CVBA per the following text.”
“Met eenparigheid en algemeenheid van alle stemmen wordt bijzondere volmacht verleend aan Philip HELLINCK, Gedelegeerd-bestuurder van SR FIDUCIAIRE CVBA, met zetel te 9070 DESTELBERGEN, Steenvoordestraat 184, of aan één van zijn lasthebbers, die kan optreden, met recht van indeplaatsstelling, om alle formaliteiten te vervullen en de nodige verrichtingen uit te voeren met betrekking tot de Kruispuntbank voor Ondernemingen, het Ondernemingsloket, de Belasting over de Toegevoegde Waarde en eventuele andere administraties, naar aanleiding van deze akte en alle formaliteiten te vervullen in verband met de fiscale aangiften, hiertoe alle pleegvormen te vervullen, alsook te vertegenwoordigen bij de griffie van de bevoegde ondernemingsrechtbank en documenten te ondertekenen en neer te leggen waaronder de aanvraagformulieren van het Belgisch Staatsblad nodig voor de neerlegging van de teksten op de griffie van de ondernemingsrechtbank en de doorhaling van de inschrijving van de vennootschap bij de Kruispuntbank voor Ondernemingen.”
(Automatic translation into English):
“Special power of attorney is granted by unanimity and universality of all votes to Philip HELLINCK, Managing Director of SR FIDUCIAIRE CVBA, with registered office at Steenvoordestraat 184, 9070 DESTELBERGEN, or to one of his agents, who may act, with the right of substitution, to to fulfill all formalities and to carry out the necessary transactions with regard to the Crossroads Bank for Enterprises, the Enterprise Counter, Value Added Tax and any other administrations as a result of this deed and to complete all formalities in connection with the tax returns, To this end, to fulfill all foster forms, as well as to represent them at the registry of the competent corporate court and to sign and deposit documents, including the application forms of the Belgian Official Gazette required for the filing of the texts at the registry of the corporate court and the cancellation of the registration of the company the Crossroads Bank for Enterprises.”
- Sponsor: Martin Knobloch
- Second: Tobias Gondrom
Vote: Tobias YES Martin YES Maarten YES Gary YES Adrian YES
PASSES 5-0
Motion to move the EU Entity to the Netherlands
Background: vote to allow the Foundation to move the EU entity to the Netherlands to make it simpler for us to manage. This will likely occur sometime in the next 18 months depending on our financial situation, as it will cost around $5k to do. This is to reduce or eliminate excessive compliance overheads, which are extremely onerous and burdensome on a small non-profit such as OWASP. A new set of bylaws will need to be created around a potentially federated OWASP governance and finance model, which has yet to be approved to ensure that the new entity maintains parity with the Global organization’s bylaws.
Motion: “Resolved, the EU Board resolves to permit the OWASP Foundation and its agents to dissolve the OWASP vzw entity, and re-form a new entity in the Netherlands and move all previous OWASP EU activities to this new entity. This process should be completed within 18 months.”
- Sponsor: Tobias Gondrom
- Second: Martin Knobloch
Vote: Tobias YES Martin YES Maarten YES Gary YES Adrian No vote recorded
PASSES 4-0
Motion to replace or appoint new EU Directors
Background the OWASP vzw bylaws permit Directors to take themselves off and put new Directors on. With the exit of the UK from the EU, we may need to make new Director appointments. The relevant section is Art 5 Section 1. Directors must be OWASP financial members in good standing. Appointments are for four years, but you can be re-appointed indefinitely (unlike for the Global Foundation).
Directors who wish to stand down can do so by writing to me. They will remain directors until they can be replaced according to the bylaws, so please indicate at this meeting if you wish to step down.
Motion “Resolved, the following Directors are stepping down from the EU Board: Tobias Gondrom, Gary Robinson.”
- Sponsor: Tobias Gondrom
- Second: Maarten Mestdagh
Vote: Tobias YES Martin YES Maarten YES Gary YES Adrian No vote recorded
PASSES 4-0
We will need to communicate all Director changes to SR FIDICIAIRE after this, and all Directors (old and new) will be required to pass on their passport details to them. I will work with the new Board after this process.
COMMENTS, ANNOUNCEMENTS, AND OTHER BUSINESS
ADJOURNMENT
Adjournment motion
The next Ordinary General EU Board meeting will be held in one year no later than May 24, 2022, at 12 pm US Eastern Time. This will be scheduled in early April 2022 by the OWASP Executive Director.
“It is moved, and seconded to adjourn. Those in favor, say “aye””
Sponsor: Martin Knobloch Second: Gary Robinson