August 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
  • Kelly Santalucia
  • Harold Blankenship
  • Dawn Aitken
  • Lisa Jones
  • Lauren Thomas
  • Tom Pappas
  • Bjorn Kimminich

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: Yes
  • Grant Ongers: Yes
  • Avi Douglen: Yes
  • Glenn ten Cate: Yes
  • Martin Knobloch: Yes
  • Joubin Jabbari: Yes
  • Bil Corry: Yes

Passes 7-0

PRE-READING MATERIAL

REPORTS

Staff reports

NEW BUSINESS

Motion to make AppSec SF a masked event

Background

Motion: “Resolved, Global AppSec San Francisco is a mandatory masked event.”

  • Sponsor: Avi Douglen
  • Second: Grant Ongers

Vote:

  • Vandana Verma: Yes
  • Grant Ongers: Yes
  • Avi Douglen: Yes
  • Glenn ten Cate: No
  • Martin Knobloch: No
  • Joubin Jabbari: Yes
  • Bil Corry: No

Passes 4-3

Motion to start the ratification of new bylaws

Background The new bylaws have been returned from legal review. It is now time to socialize these with the membership, and pursue the various methods of ratification proposed by our lawyers:

  • Ratification by all current and previous Directors
  • Ratification by a majority of current Members (3000)
  • Ratification by petitioning the Delaware Court of Chancery

Motion: “Resolved, the OWASP Foundation shall work through the ratification of the new bylaws in order suggested by OWASP’s legal counsel.”

Sponsor: Grant Ongers
Second: Avi Douglen

Vote:

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

Passes 7-0

COMMENTS, ANNOUNCEMENTS, AND OTHER BUSINESS

Discussion on increasing dues

Background OWASP has not had a price rise since 2008, when fees were reduced from $120 per year to the current $50. The price increase is intended to support the ongoing development of the OWASP Foundation, our mission, and support projects, chapters, members and events. When inflation is taken into account, $50 2008 dollars is $70 in 2022 dollars, so this increase in dues does not catch up with inflation.

Student fees are currently $20 or $8 per year. To offset individual membership due increases, the proposal is to make student membership free to invest in our future mission, and retain regional membership dues at current prices.

We propose to change dues per the following table:

Description Current New Change
Individual $50 $60 20%
Two Year $95 $110 16%
Lifetime $500 $550 10%
Regional $20 $20 0%
Regional Two Year $35 $35 0%
Regional Lifetime $200 $200 0%
Student $20 $0 Complimentary
Regional Student $8 $0 Complimentary

ADJOURNMENT

Adjournment motion

The next general Board meeting is on Wednesday, September 28, at 12 pm US Eastern Time.

NB: This is the fourth Wednesday, not Tuesday, due to Rosh Hashana.

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

Sponsor: Vandana Verma
Second: Avi Douglen

Staff Reports

Executive Director

See Board Oversight slides

Finance

Attached please find the financial package for OWASP US which represents financial performance for the seven months of 2022 ended July 31st, 2022.

Regarding the Dissolution process for VZW, we have received and approved the proposal for the incorporation of a Foundation in the Netherlands and hope to have that begin in the next month or so. The financials ONLY consider the US activities through July 2022 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 July 2022, is $882,050 vs 2022 Budget of $850,500 or $31,550 ahead of Budget as of 7.31.22 (excluding the “grant” that has not arrived actual revenue is $131,550 ahead of Budget thru 7.31.22)

The reasons for this include:

  • Actual, recognized Corp Membership at $317,275 was $171,442 AHEAD of the YTD 2022 Budget of $145,833
  • Actual recognized Individual Membership at $160,507 was $14,493 UNDER the YTD 2022 Budget of $175,000
  • Actual recognized Donations, YTD of $23,300 was $129,367, UNDER the YTD budgeted amount of $152,667 (however $100,000 of the shortfall is due to the budgeted/estimated Grant that has not occurred as of 7.3130.22, so actual donations are $29,367 underbudget through 7.31.22, GSOC was budgeted at $6K and came in at $10K)
  • YTD Event income of $379,567 was $24,567 AHEAD of the YTD budget of $355,000
  • Merch and Trademark income is UNDER Budget by $20,600, combined, YTD

Expenses: On an accrual basis, total expenses through July 2022, were $762,779 as compared to an approved YTD budget of $956,295. The results are OWASP is $193,516 UNDER the approved YTD 2022 budget for expenses (though excluding the budgeted expenses associated with the “grant” of $90,000, which has not occurred yet, in the 2022 Budget actual expenses are only $103,516 below budget thru 7.31.22).

The reasons for this Variance to YTD include:

  • Projects were $119,486 under budget excluding the $90,000 for the estimated “grant” expenses that have not occurred, actual underspending in Projects is only $29,486, due to underspending on Projects and marketing.
  • Events are over budget by $8,864 due to the expenses attributable to BeneLux, which were unbudgeted however BeneLux was a profitable event.
  • Chapters and Outreach were a combined $49,259 under budget due primarily to underspending in Chapter Expenses, timing of the YM conversion and Marketing in Outreach
  • G&A under budget by $26,615 due to underspending in Travel and EU expenses
  • All other depts were a combined under budget in spending by $2,106

Net Income/Loss: Net Profit (Loss) as of July 31st, 2022, is $119,270. The approved budgeted net profit (loss) was Negative -$105,795. The actual net profit is AHEAD of budget by $225,065 due to underspending in certain areas and exceeding the Revenue budget YTD 2022, again in certain revenue categories as noted above. Net income is up from 6.30.22 by $13,283

Months of Operational Reserve: With a cash balance of $1,818,521 it is $129,531 MORE than 6.30.22 and $738,596 more than the 7.31.21 balance or a 68.4% increase in our cash balance in a continually challenging Pandemic year is a fantastic achievement and a testament to the OWASP Staff and the OWASP Community’s support of the Foundation. If we segregate the AP and assumed Project bal we would have approximately $1,487,655 ($130,206 more than 6.30.22, an additional month of Operating reserve) of operating Cash or 13.4 months of reserve at the $121,000 of avg monthly Operating expenses (one more month than 6.30.22) and 9 months of reserve at the $180K of avg of all monthly expenses (this includes all the event expenses and is an additional month compared to 6.30.22). Again, a very good metric as the Non-Profit industry avg months of Operational reserve is 6 months.

As we approach the back half of 2022, we need to be mindful that the APAC and APSEC US events are a significant amount of our budgeted FY 22 Net income so we should focus on maximizing revenue while keeping expenses in line with the budget. We should also be mindful of our operating expenses and not exceed the budget for FY22 for the remaining months of 2022, unless they bring us a significant return on the investment. I will see you all on Tues the 23rd of August for the Board call.

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