April 2022 Agenda/Minutes

Meeting Details

Agenda

CALL TO ORDER

Board Members

  • Vandana Verma Sehgal
  • Grant Ongers
  • Avi Douglen
  • Glenn ten Cate
  • Martin Knobloch
  • Joubin Jabbari
  • Bil Corry

Guests

  • Andrew van der Stock
  • Tom Pappas
  • Dawn Aitken
  • Harold Blankenship
  • Kelly Santalucia
  • Mark Hoopes

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

Vote:

  • Vandana Verma: (not present)
  • Grant Ongers: Yes
  • Avi Douglen: Yes
  • Bil Corry: Yes
  • Glenn ten Cate: Yes
  • Joubin Jabbari: Yes
  • Martin Knobloch: Yes

Passes 6-0

PRE-READING MATERIAL

REPORTS

Staff reports

e-Votes and Special Meeting Motions to read into minutes

No e-Votes to report.

NEW BUSINESS

Potential Motion to confirm Louis Griffith to the Compliance Committee

Background During our bylaws and policy review, we need to clarify if the Board must confirm Compliance Committee nominees, or if current Committee officers can do so without reference to the Board. However, until the Board has firm grounds to approve, amend, or replace policies with the upcoming bylaws revamp, the Board might wish to confirm an email trail to add Louis Griffith to the Compliance Committee. If the Board is not required to confirm the Compliance Committee nominees, this would be considered as ratifying the appointment.

Discussion: https://groups.google.com/a/owasp.org/g/global-board/c/Gk3wU6lGel0/m/AWiPgTNfBgAJ

Motion: “Resolved, that Louis Griffith is confirmed as a Compliance Committee officer.”

Sponsor: Vandana Verma Second: Avi Douglen

Vote:

  • Vandana Verma: Yes
  • Grant Ongers: Yes
  • Avi Douglen: Yes
  • Bil Corry: Yes
  • Glenn ten Cate: Yes
  • Joubin Jabbari: (not present)
  • Martin Knobloch: Yes

Passes 6-0

COMMENTS, ANNOUNCEMENTS, AND OTHER BUSINESS

TBA Committee Briefing

Committee leaders have been emailed to find out who can present at this Board meeting.
No Committee leaders were in attendance.

ADJOURNMENT

Adjournment motion

The next general Board meeting is on May 24, at 12 pm US Eastern Time.

“It is moved, and seconded to adjourn. Those in favor, say “aye””

Sponsor: Vandana Second: Grant

Staff Reports

Executive Director

Please find the staff reports and my report in the slides. Major points this point:

  • Bylaws need replacing, we have formed a sub-committee to create new bylaws
  • AMS is progressing, reviewed and approved an initial design. 60-90 days is likely finalize date for the design. Currently working on how to reorganize our content to be better structured and work out what to do with all previous content.
  • Work on a fundraising program has commenced, concentrating on building materials to allow us to seek grants and so on
  • Work on revamping the trademark and branding guidelines has been put on hold whilst the bylaws are settled

Finance

Attached please find the financial package for OWASP US which represents financial performance for the third month of 2022 ended March 31st 2022, Q1 2022.

We have started the dissolution process for OWASP VZW and incorporating as a Foundation in the Netherlands (most likely in Q2, 2022), the financials ONLY consider the US activities for February 2022 and YTD.

Statement of Activities – Accrual Basis

The following is a summary of the YTD Statement of Activities:

Revenue: On an accrual basis (EARNED Revenue), total revenue through March 2022, is $248,190 vs 2022 Budget of $201,000 or $47,490 ahead of Budget as of 3.31.22

The reasons for this include:

  • Actual, recognized Corp Membership at $115,901 was $53,401 ahead of the YTD 2022 Budget of $62,500
  • Actual recognized Individual Membership at $68,958 was $6,042 UNDER the YTD 2022 Budget of $75,000
  • Actual recognized Donations, YTD of $8,012 was $11,988, below the YTD budgeted amount of $20,000
  • YTD Event income of $55,415 was $22,915 above the YTD budget of $32,500
  • Merch income of $204 vs $0 budget YTD

Expenses: On an accrual basis, total expenses through March 2022, were $298,828 as compared to an approved YTD budget of $338,683. The results are OWASP is $39,855 UNDER the approved YTD 2022 budgeted expenses. The reasons for this Variance to YTD include:

  • Chapters, Projects and G&A were a combined $52,238 under budget with Events and Outreach being over budget by a combined $13,297
  • All other depts were $6,617 under budget

Net Income/Loss: Net Profit (Loss) as of March 31st, 2022, is -$50,338. The approved budgeted net profit (loss) was Negative -$137,683. The actual net profit is better than budget by $87,345 due to underspending in certain areas and exceeding the Revenue budget YTD 2022, again in certain revenue categories as noted above.

Months of Operational Reserve: With a cash balance of $ 1,450,371 was -$9,465 less than 2.28.22 and $30,364 more than the 3.31.21 balance or a 42% increase in our cash balance in a continuing challenging Pandemic year is a fantastic achievement and a testament to the OWASP Staff. If we segregate the AP and assumed project balance we would have approximately $1,251,715 of operating Cash or 10.3 months of reserve at the $121,000 of avg monthly Operating expenses and 7 months of reserve at the $180K of avg of all monthly expenses (this includes all the event expenses). Again, a very good metric as the Non-Profit industry avg months of Operational reserve is 6 months.

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