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Board

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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 form filed with the United States Government as a non-profit annually. 

Global Bylaws

Upcoming 2017 Meetings

Tentative

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


2017 Elected by Membership, Global Board Members

Board Member, Meeting Attendance Tracking

Historical Board Members by Year



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Matt Konda 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


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Johanna Curiel 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.



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Tom Brennan 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.


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Andrew van der Stock 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.




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Josh Sokol 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


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Michael Coates 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


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Tobias Gondrom 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


1 Robert’s Rules of Order Cheat Sheet HOW TO INTRODUCE NEW BUSINESS – The Main Motion Process 1 •Member makes a clearly worded motion to take action or a position. •"I move..." •Motions recorded in minutes 2 •Motion must be seconded. •"Second!" •A second allows discussion to occur; it does not signify approval. •A motion without a second does not move forward. 3 •Chairman restates the motion. •"It is moved and seconded that..." •Provides clarity 4 •Discussion/debate occurs. •Maker of motion starts discussion. •Ammendments may be offered - return to step 1 to ammend motion: "I move to amend the motion by..." 5 •Chair closes discussion and states the question/asks for a vote. •"The question is on the adoption of the motion that…" •Motion repeated word-for-word 6 •Chairman provides voting directions: •“Those in favor of the motion, say aye”; •“Those opposed, say no” 7 •Chairman announces the result of the vote: •“The ayes have it, and the motion is adopted” or •“The noes have it, the motion is lost.” •Recorded in minutes 2 Robert’s Rules of Order Cheat Sheet WHAT DO I SAY? To Do This Motion You Say This Debate Allowed? Vote Required Introduce Business Main “I move that…” Yes Majority Second a Motion Second “Second!” No No Change the Wording or add Clarity of a Motion Amend “I move to amend the motion by…” (adding words; striking out words; substitute words) Yes Majority Send to Committee Commit/ Refer “I move the motion be referred to …” Yes Majority Postpone Action until a Specific Time Postpone “I move the motion be postponed until…” (provide a specific time on the agenda or next meeting date) Yes Majority Postpone Action until an Unspecified Time (a motion will be required to discuss in the future) Lay on the Table “I move to lay the motion on the table.” No Majority Limit Debate Limit Debate “I move that the debate on this motion be limited to (one) speech of (two) minutes for each member.” No Twothirds End Debate or Request a Vote Previous Question “I move the previous question.” No Twothirds Take Intermission Recess “I move to recess for (time).” No Majority Close Meeting Adjourn “I move to adjourn.” No Majority 3 Robert’s Rules of Order Additional Information Why follow Robert’s Rules of Order? ƒ Allows for democratic speech and action ƒ Preservers order ƒ Rights of the organization supersede the rights of individuals ƒ Facilitates group decisions Meeting Agendas 1. Approval of Minutes 2. Reports (from officers, committees, task forces) 3. Unfinished Business (replaces term “old business”) 4. New Business – items brought forward by motion procedure Meeting Minutes ƒ Minutes are a legal record of meetings and the organization. ƒ Minutes are a record of what is done at a meeting, not what is said. Minutes should include: 1. Name, date and location of meeting 2. List of attendees (note presence of a quorum) 3. Time meeting was called to order 4. Conflict of Interest & Antitrust Avoidance Affirmation 5. Approval of previous meeting minutes 6. Motion text and name of maker 7. Status/results of motions 8. Time meeting was adjourned Minutes do not include: ƒ Discussion ƒ Personal opinion ƒ Name of seconder of a motion is not necessary ƒ Motions withdrawn ƒ Entire reports (rather attach to minutes) Motion ƒ A motion is a formal proposal by a member that the group take a certain action or position. ƒ A main motion is required to begin the decision making process. ƒ A motion occurs prior to discussion Ground Rules for Debating ƒ Remarks must be germane (relevant and appropriate to the discussion); stay on subject. ƒ Debate issues, not personalities 4 Robert’s Rules of Order Additional Information Subsidiary Motions Assist in treating or disposing of a main motion ƒ Postpone Indefinitely = a way to dispose of an embarrassing motion before it can be brought to vote ƒ Amend = a way to clarify or modify wording o Amendments should say exactly where in the main motion the change is to be made, and precisely what words to use. o Amendments must be germane o Follow the motion process for an amendment, then follow procedure to vote on the newly revised main motion. o Rather than amend an amendment; ask group to strike down the pending amendment vote then offer a different version. ƒ Commit/Refer = when additional time or information is needed, the item may be sent to a committee or task force (either an existing or newly created) o Before voting on a main motion, you may feel the main motion may require additional study and/or redrafting. o Motion to commit or refer should specifically state the committee and deadline o A special committee may be formed through the motion to commit (motion should include committee make-up and deadline) o Motion is debatable, but only about the matters of the referral and not on the main motion ƒ Postpone to a Certain Time = to move to a later time on the agenda or to the next meeting o A time is specified when motion will be addressed o Preferred over laying on the table ƒ Limit or Extend Debate = when circumstances call for shorter or longer speech ƒ Previous Question = to close debate and bring to an immediate vote ƒ Lay on the Table = lay motion aside temporarily without setting a time for its consideration o Taken up again, via motion process, when the majority decides o Often misused term for postpone to a certain time Motions that Bring a Question Before the Assembly Again 1. Take from the Table = resume consideration of a main motion 2. Rescind, Repeal or Annul = cancel something that has been previously adopted 3. Amend Something Previous Adopted = proposal to modify wording or text previously adopted 4. Discharge a Committee = if a question has been referred or a task assigned to a committee that has not made a final report the committee may be discharged to allow the Board to take action or to drop the motion 5. Reconsider = within the same meeting a motion has been voted on the question may come before the assembly again as if it had not been voted on 5 Robert’s Rules of Order Information for Chairs Effective Presiding 1. Start On Time 2. Stick to the Agenda 3. Memorize Frequently Used Procedures 4. Make Sure All Know What is Being Debated and Voted On a. See that motions are worded clearly b. Repeat wording of motions frequently c. Make the effects of amendments clear 5. Learn How to Conduct Voting Voting Types of Votes 1. Majority* = More than half of the votes cast by persons entitled to vote, excluding blanks or abstentions. Whenever a majority vote of the Board of Directors is taken, it shall mean of the quorum present. 2. Two-Thirds = two-thirds of the votes cast by persons entitled to vote, excluding abstentions. Whenever a two-thirds vote of the Board is required, it shall mean of the entire Board whether voting or not. 3. Majority of Entire Membership = a majority of the total number of those who are members of the voting body at the time of the vote

  • Note: A majority vote is different than a plurality vote, which is the largest number of votes

(which may be less than a majority) when there are three or more alternatives. Under Robert’s Rules of Order, a plurality vote is not sufficient. Re-vote to achieve a majority. Voting Methods 1. Voice Vote 2. Standing Vote 3. Show of Hands Vote 4. Counted Vote 5. Ballot Vote Putting the Motion to a Vote When no one seeks the floor to debate, the chairman asks, “Is there any further debate?” Voice Vote The question is on the adoption of the motion that … (repeat the motion) Those in favor of the motion, say aye [pause] Those opposed, say no [pause] The ayes have it and the motion is adopted - or - The noes have it and the motion is lost 6 Robert’s Rules of Order Information for Chairs Show of Hands Vote The question is on the adoption of the motion that … (repeat the motion) Those in favor of the motion will raise the right hand [Pause] Thos opposed with raise the right hand [Pause] Majority vote: The affirmative has it and the motion is adopted - or - The negative has it and the motion is lost Two-thirds vote: There are two-thirds in the affirmative and the motion is adopted. - or - The are less than two-thirds in the affirmative and the motion is lost Counted Show of Hands Vote The question is on the adoption of the motion that … (repeat the motion) Those in favor of the motion will raise the right hand and keep it raised until counted [Pause] Thos opposed with raise the right hand and keep it raised until counted [Pause] There are __ in the affirmative and ___ in the negative Majority vote: The affirmative has it and the motion is adopted - or - The negative has it and the motion is lost Two-thirds vote: There are two-thirds in the affirmative and the motion is adopted. - or - The are less than two-thirds in the affirmative and the motion is lost

Historical Votes on Motions

The purpose of this is to track the position on each motion as presented and how the elected official voted on the motion. This is useful for the membership to review how elected officials voted on items that effect the organization and its bylaws. A motion is a request for action (budget requests, policy changes, new partnerships etc.) they can be presented by ANYONE to the board such as a member of the public, a member of the OWASP Foundation but does require a sponsor on the Board. That sponsor will present the motion to the board at least (10) working days in advance so it can be read in advance of the meeting. If appropriate a motion can be presented based to take action on the motion as written. For a vote to be called and action to be taken a second board member is required to carry the business to vote. On completion of the discussion the chairman will call for a vote to the motion YES, NO, ABSTAIN. For more details on this process try this CHEAT SHEET 

Historical Board Votes

Note that if a motion is presented and is voted on and it is approved action will be taken to implement the motion. If the motion fails it can be resubmitted and the process starts again as if it is a new motion.

Attendance Tracker

This is used to keep track that Board Members meet 75% attendance requirements as noted in section 3.03 of the organization bylaws. A meeting is logged as attended if the board member attends the entire meeting as scheduled from the call to order until it is adjourned, this includes executive session if applicable that is closed to the membership and general public for reasons related to human resources and legal issues that require it by law or for the good of the OWASP Foundation Inc. - 

Board Meeting Attendance Tracker

Archive 2017

Archive for 2016 Meetings

Archive for 2015 Meetings


Archive for 2014 Meetings

Archive for 2013 Meetings

  • December 2, 2013 - Special Board Meeting - 2014 Budget walk through, Q & A (no meeting notes)
  • November 11, 2013 - cancelled due to in person meeting on Nov. 22
  • August 12, 2013 - canceled due to in person meeting on Aug 19

Archive for 2012 Meetings

Board Meeting Attendance Tracking

OWASP Foundation ByLaws

Global Committees

Archive for 2011 Meetings

Minutes for 2011 Meetings

Archive for 2010 Meetings

Archive of 2010 Meetings

Archive of 2009 Meetings

Archive for 2008 Meetings

Archive of 2008 Meetings

All elected officers are required to review sign and return the following document before starting their term in office to the then current board Secretary

OWASP Board History

2016 Election

2016 Board Election

2015 Election

2015 Board Election

2014 Election

2014 Board Election

2013 Election

2013 Board Election

2012 Election

2012 Board Election

2011 Election

2011 Board Election

2009 Election

2009 Board Election

Past OWASP Boards

Board-2016

Board-2015

Board-2014

Board-2013

Board-2012

Board-2011


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  • Teleconference Information: **CHECK MEETING INFORMATION**
  • Meeting Template found here


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