May 2024 Agenda/Minutes
Meeting Details
- Date: 28 May 2024
- Time: 12PM US Eastern, UTC 1600 convert
- Location: Remote
- Call-in: Zoom Meeting
Agenda
CALL TO ORDER
The meeting of the OWASP Foundation Board of Directors was called to order at 12:02 PM EST on Tuesday, May 28, 2024 by the Chair, Avi Douglen. The meeting was held online via Zoom.
Board Members Present:
- Sam Stepanyan
- Steve Springett
- Avi Douglen
- Matt Tesauro
- Bil Corry
- Ricardo Griffith
Board Members Absent:
- Kevin Johnson (sent apologies via email)
Guests:
- Andrew van der Stock
- Dawn Aitken
- Harold Blankenship
- Kelly Santalucia
- Lauren Thomas
- Chris Barbeau
- Leea Hudson-Wilson (left the meeting at 1:00 PM EST)
- Jason C. McDonald
- Starr Brown
- Rob van der Veer (left the meeting at 1:02 PM EST)
- Bernardt (left the meeting at 12:57 PM EST)
The Chair declared that a quorum was present and the meeting could proceed.
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 Robert’s Rules of Order (RONR 12th Ed) 41:63, which requires an affirmative two-thirds vote.
Motion: To change the order of the agenda to accommodate the discussion on the EU tax entity with a tax expert.
Vote:
- Sam Stepanyan: Yes
- Steve Springett: Yes
- Avi Douglen: Yes
- Matt Tesauro: Yes
- Bil Corry: Yes
- Ricardo Griffith: Yes
Result: The motion passes with a vote of 6-0.
APPROVAL OF MINUTES
Vote:
- Sam Stepanyan: Yes
- Steve Springett: Yes
- Avi Douglen: Yes
- Matt Tesauro: Yes
- Bil Corry: Yes
- Ricardo Griffith: Yes
Result: The motion passes with a vote of 6-0.
PRE-READING MATERIAL
NEW BUSINESS
European Tax Entity Discussion
Background: The Board wishes to discuss the EU tax entity with a tax expert.
Discussion: The tax expert provided advice to the Board on the pros and cons of maintaining an European entity.
Decision: The Board confirmed the decision to keep the Belgium entity to run events in Europe. It was deemed that the Foundation needs at least one (1) Belgium-based director on the European board.
European Liaison Discussion
Background: The Board will discuss the European liaison with CEN/CENELEC, ECMA, and the Eclipse Foundation.
Discussion: The topic was mentioned previously, but Rob left the meeting, so it might be worthwhile getting him back for a future Board meeting. Steve provided an update on CycloneDX, where he hopes it will become an ECMA standard.
Action: Andrew will invite Rob to the next public Board meeting.
Revisit Website Proposal Discussion
Background: The Board will revisit the website proposal discussion.
Motion: Proposed that this topic be tabled until the June 2024 board meeting as this is a longer conversation than we have time for at this meeting.
Vote:
- Sam Stepanyan: Yes
- Steve Springett: Yes
- Avi Douglen: Yes
- Matt Tesauro: Yes
- Bil Corry: Yes
- Ricardo Griffith: Yes
Result: The motion passes with a vote of 6-0.
Blend Ed Discussion / Update
Background: The Board will discuss the BlendEd program and its progress, including the list of requirements, financials, and progress.
Discussion:
- List of requirements
- Financials
- Progress
** Notes:** We already have a contract signed. Jason provided an update, mentioning some delay in getting BlendEd implemented. Jason will work with the Education and Training Committee on designing the proposal on how we would vet, establish, and update courses to potentially present to the Board for the July meeting. Jason managed to secure potential domain names to use totally approximate $30.00 for the year.
Discussion on Committees
Background: The Board will discuss the current state of committees, continuing the discussion from the JFK Board meeting.
Discussion:
- Recording of meetings
- Review of charters
- Committee meeting policy
Actions and Notes:
- Ricardo will research if a board member can serve as an officer on a committee.
- Ricardo noted that the Education and Training Committee will require the ability to record their meetings.
- Various board members noted and agreed that committee charters should be revised as appropriate.
- Andrew van der Stock noted that the committee policies should be clarified in terms of when and who on a committee should vote.
Reschedule the June Board Meeting
Background: The Board will discuss rescheduling the June Board meeting.
Motion: Resolved, the Board reschedules the June public Board meeting to 26th June 2024, at 1730 Lisbon time.
Sponsor: Avi Douglen
Second: Matt Tesauro
Vote:
- Sam Stepanyan: Yes
- Steve Springett: Yes
- Avi Douglen: Yes
- Matt Tesauro: Yes
- Bil Corry: Yes
- Ricardo Griffith: Yes
Result: The motion passes with a vote of 6-0.
Executive Session
Background The Board will adjourn to a private executive session.
COMMENTS, ANNOUNCEMENTS, AND OTHER BUSINESS
ADJOURNMENT
Adjournment motion
The next general Board meeting is on 26th June 2024, at 1730 Lisbon Time.
“It is moved, and seconded to adjourn. Those in favor, say “aye””
Sponsor: Avi Douglen Second: Matt Tesauro