March 2023 Agenda/Minutes

Meeting Details

  • Date: 28 March 2023
  • Time: 12PM US Eastern, UTC 1600 convert
  • Location: Remote
  • Call-in: Recording

Agenda

CALL TO ORDER

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

NB: Depending on how attendance is counted, one or more Board members may need a vote of confidence. Until all minutes are approved and a decision is made on what counts towards attendance, no vote of confidence can be held as it is unclear what would count towards attendance.

January’s minutes will need to be re-approved as a missing vote was included on moving the April and December Board meetings.

The following minutes will need to be reviewed by the Secretary, and an e-vote held:

PRE-READING MATERIAL

STAFF REPORTS

  • Executive Director - See Board Summary
  • Finance - See Narrative and Package above
  • Operations - see Board Summary
  • Chapters and Membership - see Board Summary
  • Projects and Technology - see Board Summary
  • Events and Corporate Support - see Board Summary

NEW BUSINESS

Projects Discussion

Background The wishes to discuss progress on the strategic plan, and our response to the Open Letter. Additionally, the Board wishes to find out the results of the project audit.

The projects committee have reached out to a number of the projects and have collected this.

Outreach Charter Discussion

Background The Outreach Committee has a draft charter. The Board has some concerns, and wishes to improve the charter for an April vote.

Motion to approve the 2023 Budget

Background The OWASP Foundation cannot spend on programs other than BAU until the budget is approved. The Board must approve the budget each year. The budget is based on the previous year’s actual expenses and projected growth. The budget is a living document and can be changed at any time by the Board.

Motion: “Resolved, that the 2023 Budget is approved.”

Sponsor: Glenn ten Cate Second: Bil Corry

Discussion on process to replace Director vacancies

Background The Board needs to discuss the process for filling Director vacancies.

Options include potentially someone:

  • from the previous election’s runners-up;
  • selected by the board for advisory purposes;
  • to specifically champion the projects needs; or
  • who might bring fresh perspectives

Finding a time for the next strategy meeting

Background The Board needs to resume discussing the 2023 Strategic Plan. Let’s find a suitable time.

Discussion on replacing Mark Curphey

Background In Executive Session. The Board needs to fill the vacancy created by Mark Curphey’s resignation.

Discussion of recent staffing changes

Background In Executive Session. The Board wishes to have an update on the recent staffing changes.

COMMENTS, ANNOUNCEMENTS, AND OTHER BUSINESS

ADJOURNMENT

Adjournment motion

The next general Board meeting is on 18 April 2023, at 12 pm US Eastern Time.

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

Sponsor: Chair Second: TBA