June 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 late
  • Bil Corry

Guests

  • Andrew van der Stock
  • Kelly Santalucia
  • Harold Blankenship
  • Dawn Aitken
  • Lisa Jones
  • Lauren Thomas
  • Tom Pappas
  • Sam Stepanyan
  • Tom Brennan

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: (not present)
  • Bil Corry: Yes

Passes 6-0

PRE-READING MATERIAL

REPORTS

Staff reports

e-Votes and Special Meeting Motions to read into minutes

Motion to approve the minutes from April 2022

Background Due to illness, the minutes from April 2022 were not ready to be voted upon in the May meeting. The board resolved to vote for their approval by e-vote.

April 2022 Minutes: https://owasp.org/www-board/meetings-historical/202204

Motion: “Resolved, the April 2022 Minutes are approved.”

Sponsor: Vandana Verma Second: Avi Douglen

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

MOTION PASSES: April Minutes approved.

NEW BUSINESS

Background: The Board has met several times over the last month to review the bylaws. Pending any review points that are not dealt with to the Board’s satisfaction, it is ready for legal review.

Draft bylaws: https://1drv.ms/w/s!An_fLaX_zhfdi6kZdaLI7yhs1NAyhg?e=xmF7Gw

Legal advice (available solely to Board members until approved for release):

Motion: “Resolved, the draft bylaws shall be submitted for legal review.”

  • Sponsor: Joubin Jabbari
  • Second: Martin Knobloch

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

Motion to abolish Corporate Membership

Background: As part of rwriting the Foundation’s Bylaws, we are reviewing and reconsidering the Membership classes. In particular, Corporate Membership is incongruous and does not fit well with a volunteer run organization. The membership classes and fees are set by the Board.

Motion: “Resolved, Corporate Membership shall be transitioned to Corporate Sponsorship over the residual terms of each Corporate Member. Under the new bylaws, Corporate Membership will be removed.”

  • Sponsor: Vandana Verma
  • 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 Federated OWASP NZ

Background John Di Leo has expressed an interest in turning his NZ non profit AppSec NZ - currently used for OWASPx NZ - to become OWASP NZ. Pending governance and bylaw changes to permit this, Andrew van der Stock is recommending a four step plan:

Discussion: https://groups.google.com/a/owasp.org/g/global-board/c/oPSYwDl3s7c/m/8z85TvunBQAJ

ADJOURNMENT

Adjournment motion

The next general Board meeting is on 26 July 2022, at 12 pm US Eastern Time.

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

Sponsor: Vandana Verma Second: Avi Douglen


Staff Reports

Executive Director

See slides

Finance

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

We have started the dissolution process for OWASP VZW and incorporating as a Foundation in the Netherlands (most likely in Q3, 2022), the financials ONLY consider the US activities through May 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 May 2022, is $441,749 vs 2022 Budget of $406,000 or $35,749 ahead of Budget as of 5.31.22 (excluding the “grant” that has not arrived actual revenue is $135,748 ahead of Budget thru 5.31.22)

The reasons for this include:

  • Actual, recognized Corp Membership at $217,359 was $113,192 AHEAD of the YTD 2022 Budget of $104,167
  • Actual recognized Individual Membership at $117,655 was $7,345 UNDER the YTD 2022 Budget of $125,000
  • Actual recognized Donations, YTD of $11,309 was $122,024, UNDER the YTD budgeted amount of $133,333 (however $100,000 of the shortfall is due to the budgeted/estimated Grant that has not occurred as of 5.31.22)
  • YTD Event income of $95,097 was $62,597 AHEAD of the YTD budget of $32,500
  • Merch and Trademark income is UNDER Budget by $11,000, combined, YTD

Expenses: On an accrual basis, total expenses through May 2022, were $496,755 as compared to an approved YTD budget of $647,542. The results are OWASP is $150,787 UNDER the approved YTD 2022 budget for expenses (though excluding the budgeted expenses associated with the “grant” in the 2022 Budget actual expenses are only $60,787 below budget thru 5.31.22).

The reasons for this Variance to YTD include:

  • Chapters and Projects were a combined $144,622 under budget (excluding the $90,000 for the estimated “grant” expenses that have not occurred, actual underspending in Projects and Chapters is only $54,622)

  • Events are over budget by $11,691 due to A) Benelux expenses, an event that was not in the 2022 Budget (though revenue for Benelux was $18,352 or showed net income of $10,700). B) Career Fair expenses were $2,775 over budget and C) the March training was $826 over budget in expenses

  • All other depts were $23,644 under budget

Net Income/Loss: Net Profit (Loss) as of May 31st, 2022, is -$67,866. The approved budgeted net profit (loss) was Negative -$241,542.

The actual net profit is AHEAD of budget by $173,676 ( $45,204 better than April 2022) 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 $1,629,592 was $12,368 MORE than 4.30.22 and $648,105 more than the 5.31.21 balance or a 66.03% 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.

If we segregate the AP and assumed Proj bal we would have approximately $1,396,378 ($125,014 more than 4.30.22) of operating Cash or 11.5 months of reserve at the $121,000 of avg monthly Operating expenses (one more month than 4.30.22) and 8 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.