Difference between revisions of "Board"

Latest revision as of 18:54, 17 December 2019

Bylaws are the most important legal document of any organization. Bylaws outline in writing the day-to-day rules for your organization and provide comprehensive guidelines to keep things running smoothly. If you want to understand the business of OWASP Foundation the best way to do that would be to examine the bylaws the the 990 forms filed with the United States Government as a non-profit annually.

Global Bylaws

Upcoming 2019 Meetings

December 17, 2019 11 AM US Pacific - other time zones

All board meeting notes that include actions as a result will be tracked in a single document for all meetings click here

2019 Elected by Membership, Global Board Members

Board Member, Meeting Attendance Tracking

Historical Board Members by Year

Martin Knobloch: Chair

The Chairman of the Board shall serve as the principal executive officer of the Foundation.

Fiduciary responsibilities: He/She shall, in general, supervise and control all of the business and affairs of the Foundation. He/She will monitor financial planning and financial reports He/She or he may sign, with the Secretary or any other proper officer of the Foundation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed;

Leadership and Direction: provides leadership to the Board of Directors with regards to policy setting and strategic planning. He/She helps guide and mediate board actions with respect to organizational priorities and governance concerns, and in general shall perform all duties incident to the office of Chairman of the Board subject to the control of the Board of Directors.

Organizational Responsibilities: He/She plays a leading role in fundraising activities, formally evaluate the performance of the Foundation Director and informally evaluate the effectiveness of the board members. An annual, overall evaluation of the performance of the organization in achieving its mission will be accomplished. He or she shall, when present, preside at all meetings of the Board of Directors, unless otherwise delegated, and such other duties as may be prescribed by the Board of Directors from time to time.

Owen Pendlebury: Vice Chair

Performs Chair responsibilities when the Chair cannot be available, works closely with Chair and other Board Members, participates closely with Chair to develop and implement officer transition plans, performs other responsibilities as assigned by the Board.

Sherif Mansour: Treasurer

Treasurer manages finances of the organization, administers fiscal matters of the organization, provides annual budget to the board for member’s approval, ensures development and board review of financial policies and procedures.

Ofer Maor: Secretary

Maintains records of the board and ensures effective management of organization’s records, manages minutes of board meetings, ensures minutes are distributed shortly after each meeting, is sufficiently familiar with legal documents (articles, bylaws, IRS letters, etc.) to note applicability during meetings; is the custodian of the corporate records and of the seal of the Foundation and see that the seal of the Foundation is affixed to all documents, the execution of which on behalf of the Foundation under its seal is duly authorized; keeps a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and, in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the Chairman of the Board or by the Board.

Chenxi Wang, Ph.D.: Member at Large

Regularly attends board meetings and important related meetings, volunteers for and willingly accepts assignments and completes them thoroughly and on time, stays informed about committee matters, prepares themselves well for meetings, and reviews and comments on minutes and reports, gets to know other committee members and builds a collegial working relationship that contributes to consensus, is an active participant in the committee’s annual evaluating and planning efforts, participates in fundraising for the organization.

Richard Greenberg: Member at Large

Regularly attends board meetings and important related meetings, volunteers for and willingly accepts assignments and completes them thoroughly and on time, stays informed about committee matters, prepares themselves well for meetings, and reviews and comments on minutes and reports, gets to know other committee members and builds a collegial working relationship that contributes to consensus, is an active participant in the committee’s annual evaluating and planning efforts, participates in fundraising for the organization.

Gary Robinson: Member at Large

Regularly attends board meetings and important related meetings, volunteers for and willingly accepts assignments and completes them thoroughly and on time, stays informed about committee matters, prepares themselves well for meetings, and reviews and comments on minutes and reports, gets to know other committee members and builds a collegial working relationship that contributes to consensus, is an active participant in the committee’s annual evaluating and planning efforts, participates in fundraising for the organization.

CALL TO ORDER

The first order of business is for the chair to announce the call to order, along with the time. The secretary enters the time of the call to order in the minutes. After the meeting is called to order, the board chair may make welcoming remarks, ask for introductions, or read the organization’s mission and vision statements.

CHANGES TO THE AGENDA

The second order of business is for the chair to ask for changes to the agenda. Additions and deletions to the agenda will be made at this time. Having no changes, the agenda moves to approving the prior meeting’s minutes.

APPROVAL OF MINUTES

The third item on the agenda should list “Approval of Minutes” along with the date of the most recent meeting. In most cases, board members should have received a copy of the minutes prior to the meeting. If they have not contacted the secretary prior to the meeting with corrections or changes to the minutes, they have to opportunity to make them during this item on the agenda.

Board members have an ethical and legal responsibility to make sure that the recording of the minutes accurately reflect the board’s business.

REPORTS

The fourth item on the agenda is the reports. This first report should be a report from the Executive Director. This report should include a review of operations and projects. The Executive Director should give board members on overview of the business outlook including positive and negative trends, major initiatives, business updates, and other aspects of the business.

Following the Executive Director report, the Finance Director gives a report. Board members should make an effort to understand the financial reports so that they can identify potential financial threats. Understanding financial reports may also generate discussion about potential opportunities.

Subsequent reports may be given by committee chairs.

OLD BUSINESS

Items should include past business items that are unresolved, need further discussion, or require a board vote. Items may be tabled or referred to committee for further exploration.

NEW BUSINESS

Board members should have a discussion about new business items and identify a plan to take action. This may include tabling them, delaying action to a future date, or referring them to a committee.

COMMENTS, ANNOUNCEMENTS, AND OTHER BUSINESS

At this point in the agenda, members may make announcements, such as offering congratulations or condolences, or make other special announcements. Any other business may be brought up at this time, for example, items that may need to be added to the next meeting’s agenda.

ADJOURNMENT

This is a formal closing of the meeting by the board chair. He should state the time that the meeting closed, so that the secretary may including it in the board minutes. The date of the next meeting should follow the adjournment item, so that board members will be reminded to put it on their calendars.

For more information about the Roberts Rules of Order see this CHEAT SHEET

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 == Upcoming 2019 Meetings ==
-* [[November 2019 |November 19, 2019]] 11 AM US Pacific - [https://www.timeanddate.com/worldclock/meetingdetails.html?year=2019&month=11&day=18&hour=19&min=0&sec=0&p1=16&p2=919&p3=78&p4=136&p5=137&p6=676 other time zones]
+* [[December 2019 |December 17, 2019]] 11 AM US Pacific - [https://www.timeanddate.com/worldclock/meetingdetails.html?year=2019&month=12&day17&hour=19&min=0&sec=0&p1=16&p2=919&p3=78&p4=136&p5=137&p6=676 other time zones]
-* [[December 2019 |December 17, 2019]] 11 AM US Pacific - [https://www.timeanddate.com/worldclock/meetingdetails.html?year=2019&month=12&day=23&hour=19&min=0&sec=0&p1=16&p2=919&p3=78&p4=136&p5=137&p6=676 other time zones]
 All board meeting notes that include actions as a result will be tracked in a single document for all meetings [https://docs.google.com/a/owasp.org/document/d/1aPmftVZH3-G96J6-wrpynwwZhBHtREe5a7g8owVYUag/edit?usp=sharing click here]
-== 2018 Elected by Membership, Global Board Members ==
+== 2019 Elected by Membership, Global Board Members ==
 [https://docs.google.com/a/owasp.org/spreadsheet/ccc?key=0ApZ9zE0hx0LNdG5uRzNYZE8ycDFabnBWNkU4SFpwREE Board Member, Meeting Attendance Tracking]
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 <br>
 Regularly attends board meetings and important related meetings, volunteers for and willingly accepts assignments and completes them thoroughly and on time, stays informed about committee matters, prepares themselves well for meetings, and reviews and comments on minutes and reports, gets to know other committee members and builds a collegial working relationship that contributes to consensus, is an active participant in the committee’s annual evaluating and planning efforts, participates in fundraising for the organization.<br>
 = How Meetings Operate =
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 = Historical Meeting Archive =
 == Archive 2019 ==
+* [[November 2019 |November 19, 2019]] 11 AM US Pacific - [https://www.timeanddate.com/worldclock/meetingdetails.html?year=2019&month=11&day=18&hour=19&min=0&sec=0&p1=16&p2=919&p3=78&p4=136&p5=137&p6=676 other time zones]
 * [[October 2019|October 15, 2019]]11 AM US Pacific - [https://www.timeanddate.com/worldclock/meetingdetails.html?year=2019&month=10&day=21&hour=18&min=0&sec=0&p1=16&p2=919&p3=78&p4=136&p5=137&p6=676 other time zones]
 * [[September 2019 |September 25, 2019]] 7 PM The Netherlands CET - [https://www.timeanddate.com/worldclock/meetingdetails.html?year=2019&month=9&day=25&hour=17&min=0&sec=0&p1=16&p2=179&p3=137 other time zones]