Governance/Board Commitment Agreement

Board of Directors Commitment Agreement

Google Doc for Printing

I, _____________________ understand that as a member of the Board of Directors of the OWASP Foundation, I have a legal and ethical responsibility to ensure that the organization does the best work possible in pursuit of its mission and strategic goals. I believe in the purpose and the mission of the organization, and I will act responsibly and prudently as its steward.

In preparation for my term as a board member, I have read and understand the board orientation materials detailed here: https://www.owasp.org/index.php/Governance/Board_Orientation

Required Reading:

• General Information about the Role and Responsibilities of Non-profit Board Members:
  • Board Member Orientation: The Concise & Complete Guide to nonprofit Board Success - Michael E Batts
  • The Ultimate Board Members Book - Kay Sprinkel Grace

• Organization specific information:
  • OWASP Foundation By-laws
  • Conflict of Interest Policy and Annual Conflict Questionnaire
  • Previous financial reports and 990 (Tax filing)

I have also have been provided with the following:

• Foundation Board of Director Liability Insurance Policy
• List of current board members and employees with contact information
• Board meeting schedule for upcoming calendar year

Board Member Information:

• Board Meeting Landing Page: https://owasp.org/index.php/OWASP_Board_Meetings
• Board Mailing List: [https://lists.owasp.org/mailman/listinfo/owasp-board https://lists.owasp.org/mailman/listinfo/owasp-board
• OWASP Governance Landing Page: https://www.owasp.org/index.php/Governance

As part of my responsibilities as a board member:

1. I have read and acknowledge the Board Code of Conduct, included in the appendix
2. I will interpret the organization’s work and values to the community, represent the organization, and act as a spokesperson.
3. I will attend at least 75% of board meetings annually (at least 3 of the 4 scheduled quarterly meetings)
4. I will act in the best interests of the organization, and excuse myself from discussions and votes where I have a conflict of interest.
5. I understand that I have a fiduciary duty to act in an objective, responsible, honest, trustworthy, and efficient manner without placing the organization under unnecessary risk. As part of this duty, I will act for the good of the organization, rather than for the benefit of myself or my employer.
6. I will stay informed about what’s going on in the organization. I will ask questions and request information.
7. I will participate in and take responsibility for making decisions on issues, policies and other board matters.
8. I will work in good faith with staff and other board members as partners towards achievement of our goals.

If I don’t fulfill these commitments to the organization, I will expect the board chair to call me and discuss my responsibilities with me.

In turn, the organization will be responsible to me in several ways:

1. I will be sent, without request, quarterly financial reports and an update of organizational activities that allow me to meet the “prudent person” standards of the law.
2. Opportunities will be offered to me to discuss with the executive director and the board chair the organization’s programs, goals, activities, and status; additionally, I can request such opportunities.
3. Board members and staff will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal and moral responsibilities to this organization. Board members and staff will work in good faith with me towards achievement of our goals.
4. If the organization does not fulfill its commitments to me, I can call on the board chair and executive director to discuss the organization’s responsibilities to me.

Signed:

__________________________________ __________________________________

Member, Board of Directors                               Date

__________________________________ __________________________________

Chair, Board of Directors                                  Date

The board chair should sign two copies of this agreement for each board member. Each new board member should sign both, return one copy to the board chair, and keep the other for reference.

Appendix

Board Code of Conduct