August 2020 Videoconference

Special Meeting Details

Special Meeting Agenda

CALL TO ORDER

CHANGES TO THE AGENDA

OUT-OF-CYCLE MOTIONS

As reported by the Executive Director

E-vote (1) on good standing if the membership systems fail for any reason

Motion: “It is resolved that any member whose membership lapsed due to issues with the membership management system, but who otherwise fulfils the requirements to stand for the Board, should be granted exemption from the “paid” component of the “in good standing” clause for eligibility so long as they can show evidence of having made a reasonable attempt to maintain continuous membership.

Evidence of having made a reasonable attempt to maintain continuous membership would involve: an email trail between the member and the Foundation’s staff showing an honest attempt to pay for one’s membership through acceptable means; evidence of a failed transaction to the OWASP account; or evidence of a credit to a member’s membership belatedly applied by the Foundation. Should there be any doubt as the validity of the claim a majority vote of the Board will decide the outcome on a case-by-case basis.”

e-Vote here: https://doodle.com/poll/7v33363xe2x6s2t9

Sponsor: Grant Ongers Second: Owen Pendlebury

Vote:

  • Owen Pendlebury - Yay
  • Sherif Mansour - No vote
  • Gary Robinson - Yay
  • Martin Knobloch - Yay
  • Grant Ongers - Yay
  • Vandana Verma - Yay
  • Richard Greenberg - Yay

PASSES: 6 Yay, 0 Nay, 1 no vote

E-vote (2) on adding a grace period to the bylaws

Motion: “It is resolved to address the Compliance Committee’s recommendation that a grace period of 7 days be established in relation to good standing. Additionally, this should apply to both Candidates and Directors. Additionally, Directors should be permitted to hold all functions of the Board per their duties during the grace period. This motion will go into effect on November 1, 2020.

Add a new section to section 3, including the following italic text:

”#### SECTION 3.14 Good standing grace period

Directors and Candidates for the Board who have lapses in good standing have a grace period of 7 days to renew their membership. Directors or Candidates who fail to obtain paid individual membership, honorary membership, or renew their previous membership within the permitted grace period will not have maintained good standing for the purposes of election eligibility. Directors may continue to vote on the Board during the grace period.”

e-vote Doodle: https://doodle.com/poll/4m8szax7nqnz6539 Discussion: https://groups.google.com/u/3/a/owasp.org/g/global-board/c/yjFSwoi6xK0/m/E19CNN9pBAAJ

Sponsor: Owen Pendlebury Second: Grant Ongers

Vote:

  • Owen Pendlebury - Yay
  • Sherif Mansour - Yay
  • Gary Robinson - Yay
  • Martin Knobloch - Yay
  • Grant Ongers - Yay
  • Vandana Verma - Yay
  • Richard Greenberg - Yay

PASSES: 7 Yay, 0 Nay, 0 abstains

E-Vote (3) to amend bylaws to maintain good standing

Motion: It is resolved that the OWASP bylaws be amended to address the Compliance Committee recommendation that Directors are responsible for maintaining their membership in good standing throughout their term. This motion would come into effect on November 1, 2020.

Amend section 3.02 as follows (adding the italic text):

SECTION 3.02 Number, Tenure, and Qualifications

The number of directors of the Foundation shall be no less than five and no more than seven. Each director shall hold office for two years unless duly removed. An individual is limited to four (4) consecutive two (2) year terms effective January 1, 2014. Each director must be elected as prescribed in the election policy and procedure.

Directors are responsible for maintaining their membership in good standing for the duration of their term.”

(NB: This motion has inccorrect text of the existing bylaw. See below to correct it to the current bylaw text. ajv)

e-vote Doodle: https://doodle.com/poll/9duhfhfyuck95327 Discussion: https://groups.google.com/u/3/a/owasp.org/g/global-board/c/Mzqc6iLyxO0/m/9NltFwQoBAAJ

Sponsor: Owen Pendlebury Second: Grant Ongers

Vote:

  • Owen Pendlebury - Yay
  • Sherif Mansour - Yay
  • Gary Robinson - Yay
  • Martin Knobloch - Yay
  • Grant Ongers - Yay
  • Vandana Verma - Yay
  • Richard Greenberg - Yay

PASSES: 7 Yay, 0 Nay, 0 Abstain

E-Vote (4) to Clarify Directors must maintain membership

Motion: It is resolved to address the Compliance Committee’s recommendation that Directors must maintain their membership over the previous 12 months, to take effect November 1, 2020. The Board also directs Foundation staff to update the “Board of Directors Commitment Agreement” with the same qualifications as the final amended Section 3.02, and lastly, to document and test a procedure to ensure that approved bylaw and policy amendments are updated within 30 days of Board approval.

Amend section 3.02 (Qualifications) by adding the following italic text:

“A Director or Candidate for the Board shall have maintained continuous membership in good standing over the previous 12 months, notwithstanding any grace periods established in these bylaws.”

e-vote Doodle can be found here: https://doodle.com/poll/nr4cqb36tupiupf8

Discussion here: https://groups.google.com/u/3/a/owasp.org/g/global-board/c/xr-3gVw2q30/m/vZHxXfsPBAAJ

Sponsor: owen Pendlebury Second: Grant Ongers

Vote:

  • Owen Pendlebury - Yay
  • Sherif Mansour - Yay
  • Gary Robinson - Abstain
  • Martin Knobloch - Yay
  • Grant Ongers - Yay
  • Vandana Verma - Yay
  • Richard Greenberg - Yay

PASSES: 6 Yay, 0 Nay, 1 Abstain

E-Vote (5) on Amendment to the bylaws to address conflicts of interest

Sponsor: Owen Pendlebury, Second: Grant Ongers.

Motion: It is resolved that the bylaws be amended to address the Compliance Committee’s recommendation to avoid conflicts of interest, perceived or actual that Directors must have paid for their own membership. Additionally to the recommendation, this motion incorporates Honorary Members as a qualifying member class. This amendment would come into effect November 1, 2020.

Amend section 3.02 (Qualifications) by adding the italic text:

“At the time of their election, to qualify as a candidate or re-election, Directors must have paid for their own Individual or Lifetime membership, or hold a valid Honorary Membership.”

e-vote Doodle: https://doodle.com/poll/n29tyuikem4eq9bt Discussion: https://groups.google.com/u/3/a/owasp.org/g/global-board/c/CpdBeLPcpO4/m/cBn5TG9sBAAJ

Vote:

  • Owen Pendlebury - Yay
  • Sherif Mansour - Yay
  • Gary Robinson - Yay
  • Martin Knobloch - Yay
  • Grant Ongers - Yay
  • Vandana Verma - Yay
  • Richard Greenberg - Nay

PASSES: 6 YAY, 1 NAY, No abstains

NEW BUSINESS

Motion: to correct the omission of consecutive term details

Motion: “It is resolved that the motion text from e-Vote Motion (3) section 3.02 be changed from:

An individual is limited to four (4) consecutive two (2) year terms effective January 1, 2014.

to be:

“An individual is limited to four (4) elected two-year (2) terms effective January 1, 2014. Each director must be elected as prescribed in the election policy and procedure. An individual is limited to no more than two (2) two-year (2) terms in a ten (10) year period.”

Section 2.02 should be updated to mirror this change.

Sponsor: Owen Pendlebury Second: Sherif Mansour

Reference: https://owasp.org/assets/legal/bylaws#section-302-number-tenure-and-qualifications

Motion: Clarify e-Vote Motion (5) to include Candidates regarding conflicts of interest

After the e-vote was posted and votes had occurred, Fiona Collins from the Compliance Committee suggested a worthwhile wording update to the text that does not change the meaning but broadens the applicability to Candidates, and ensures that it looks back 12 months.

Motion: “It is resolved that the passed motion on conflicts of interest will contain the following clarifications. The replacement section will now read:

“At the time of their election, to qualify to stand, candidates must hold an Individual membership, Lifetime membership, or hold a valid Honorary Membership. This membership must have been in place for a 12 month period prior to the date of the election.”

Sponsor: Owen Pendlebury Second: Vandana Verma

Motion: Clarify e-Vote Motion (2) to add lifetime members to grace periods

Fiona Collins suggested an improvement to the wording of this to include “Lifetime membership” in both clauses to eliminate any possible confusion that Life time members is a supported membership class.

Motion: “It is resolved the passed motion on grace periods will contain the following clarifications. The replacement section will now read:

(bold italics contains the amended text) SECTION 3.14 Good standing grace period

Directors and Candidates for the Board who have lapses in good standing have a grace period of 7 days to renew their membership. Directors or Candidates who fail to obtain paid individual or lifetime membership, honorary membership, or renew their previous membership within the permitted grace period will not have maintained good standing for the purposes of election eligibility. Directors may continue to vote on the Board during the grace period.”

Sponsor: Owen Pendlebury Second: Vandana Verma

Motion: to set an effective date of November 1, 2020 for all motions in this special meeting

Motion: “It is resolved that all passed motions on the topic of bylaw changes to address Compliance Committee concerns with eligibility and good standing will take effect on November 1, 2020 unless a date is included in the motion itself.”

Sponsor: Grant Ongers Second: Owen Pendlebury, Vandana Verma

Motion: Motion to address vacancy clarity

“It is resolved to amend the Vacancy provisions in the OWASP bylaws to address the Compliance Committee report recommendation to “clarify that Directors that exit their term prematurely have served a two-year term for the purposes of term limits, and Directors that serve a partial term to fill a vacancy have not served a two-year term for the purposes of term limits.” This motion will take effect November 1, 2020.

This motion replaces section 2.05 and 3.10 with the following text. The italic text is new.

SECTION 2.05 Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

If a Director creates a Vacancy, such as being removed or resigned, the entire term is considered served for that Member for the purposes of term limits.”

SECTION 3.10 Vacancies

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors unless otherwise provided by law. If there is an equal number of affirmative and negative votes then the ultimate determination shall be made by the then­ sitting Chairman of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the Directors.

Appointed Directors filling a vacancy shall not have this partial term counted against term limits.”

Subsidiary Motion: It is resolved to amend the vacancy appointment bylaws in section 3.10 to prevent multiple appointments to get around term limits, by adding to the end of the main amendment the following text:

Members can only be appointed to fill a vacancy once every ten years to prevent bypassing term limits.” to section 3.10.”

Sponsor: Grant Ongers, Second: Owen Pendlebury.

Previous Doodle: https://doodle.com/poll/scpmxy6vpixf5693 (now invalid)

Motion: to change bylaws preventing Foundation funds being used to pay for Foundation membesrhips**

“It is resolved that to address the Compliance Committee’s recommendation that Foundation funds not be used for membership and that any such paid membership (if any exists) shall constitute a non-voting membership. As this will affect the eligibility of AppSec Cali 2020 attendees who were granted membership paid by the Foundation, this amendment will be effective November 1, 2020.

Amend section 3.02 (Qualifications) by adding the following italic text:

Foundation funds should not be used to pay for membership. Foundation paid memberships of any class, from any funding source including conferences, chapters, projects, donations, etc, shall not constitute paid membership nor possess voting rights.”

Sponsor: Owen Pendlebury, Second: Martin Knobloch

Previous Doodle: https://doodle.com/poll/ua8s8qbehwcumb44 (now invalid)

Motion: to allow Richard Greenberg to stand for election

Motion: It is resolved to allow Richard Greenberg a one-time exception due to the circumstances of his eligibility and membership to allow him to run for the board in 2020.

Sponsor: Richard Greenberg Second: Grant Ongers

COMMENTS, ANNOUNCEMENTS, AND OTHER BUSINESS
ADJOURNMENT