February 2024 Agenda/Minutes

Meeting Details

Agenda

CALL TO ORDER

Board Members

  • Sam Stepanyan
  • Steve Springett
  • Kevin Johnson
  • Avi Douglen
  • Matt Tesauro
  • Bil Corry
  • Ricardo Griffith.

Guests

  • Andrew van der Stock
  • Dawn Aitken
  • Harold Blankenship
  • Kelly Santalucia
  • Lauren Thomas
  • Chris Barbeau
  • Leea Hudson-Wilson
  • Rick Mello
  • Jason C. McDonald

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

Sponsor: Avi Douglen Second: Kevin Johnson

BOARD

  • Avi Douglen: YES
  • Bil Corry: YES
  • Kevin Johnson: YES
  • Matt Tesauro: YES
  • Ricardo Griffith: YES
  • Steve Springett: YES
  • Sam Stepanyan: YES

Passed: 7-0

PRE-READING MATERIAL

NEW BUSINESS

Motion to approve 2024 Budget

Background The 2024 Budget has been prepared. It shows a significant increase in revenue and expenses, and is designed to support the strategic goals of the Foundation. The budget has been reviewed by Bil Corry, Treasurer, and is now presented to the Board for approval.

Note: if the budget is not ready, this will turn into a discussion item.

Sponsor: Bil Corry Second: Avi Douglen

“Decision: The Board decided that CharityCFO should apply necessary updates to specific budget items to reflect the discussions and recommendations made during the meeting. Upon completion of these updates, Andrew will distribute the revised budget to all Board members via email.

Next Steps: The Board will participate in an electronic vote on the revised 2024 Budget. Andrew will organise the electronic voting process. Board members are expected to review the revised budget and submit their votes by the date and time published in the distribution email.”

Confirm Rick Mello as Compliance Officer

Background The Board needs to confirm Rick Mello as the Compliance Officer for the Foundation.

Motion Resolved, the Board confirms Rick Mello as the Compliance Officer for the Foundation.

Sponsor: Ricardo Griffith Second: Avi Douglen

“The discussion on the motion to confirm Rick Mello as the Compliance Officer was scheduled to take place. However, it was noted that Rick Mello had to leave the meeting earlier than expected, and his presence was deemed necessary for the discussion on his confirmation. Therefore, the chair decided to defer this agenda item to the next meeting to ensure Rick Mello’s participation in the discussion.”

Belgian Foundation Discussion

Background The Belgian entity is being shut down. A discussion needs to be had on next steps, including shutting down the ING account and transferring any remaining funds to the US Foundation.

“Andrew van der Stock provided an update on this entity. He will research solicitors in the region that the Foundation can work with.”

Netherlands Foundation Discussion

Background The Netherlands entity has been in progress for some time, blocked by the US Foundation bylaws. Let’s have a discussion about the need for the for the Netherlands entity and how to proceed.

  • Grants (if any)
  • VAT tax advantages (if any)
  • Legal entity for EU operations

“Andrew provided an update on this entity. This topic will be discussed further in the in-person Directors’ meeting in March.”

Portugal Conference and VAT Discussion

Background The Portugal conference is being held in Lisbon.

  • Update from Lauren on the planning progress
  • Update from Kelly on Corporate Sponsorship progress
  • Discussion by the Board on creative solutions to the profitability problem
  • The conference is being held in the EU, and the VAT rules are complex. A discussion is needed on how to handle VAT for the conference.

“Kelly provided an update on the conference stating the organisation of the event is going well. Andrew van der Stock provided clarification on taxes in this jurisdiction. It should be noted that Portugal provided a final ruling on the tax inquiry.”

Corporate Packages

Background A discussion on the corporate packages composition and pricing, in particularly in relation to Member Benefits being offered at the Silver package level. Process to updating the corporate packages needs to be discussed and set.

“Andrew van der Stock recommended moving this discussion regarding the composition and pricing of corporate packages, specifically focusing on the Member Benefits and the process for updating corporate packages, be scheduled for the upcoming in-person meeting of the board in March.

During the meeting, Andrew van der Stock directed Jason C. McDonald to prepare a presentation to the board at the upcoming March in-person Directors’ meeting. The presentation is expected to cover corporate packages composition and pricing, providing essential information and insights to facilitate informed discussion and decision-making by the board.

Sam Stepanyan will provide the Chair with a motion for discussion on this topic to add to the agenda for the March in-person board meeting. Andrew van der Stock requested that the staff assist Kelly in getting a presentation together for presentation to the Board.”

Slack Discussion

Background Slack is an important communications platform for the Foundation. A discussion is needed on how to handle the proposed Slack costs.

  • Update from Andrew van der Stock on the current status of the Slack proposal

“Andrew van der Stock provided an update on Slack. Consensus with the majority of the board memebers that we do not want to move off Slack. The board is encouraging additional dialog with Slack upper management to discuss the matter further before taking any other action.”

COMMENTS, ANNOUNCEMENTS, AND OTHER BUSINESS

“The Chair directed Sam Stepanyan to work with Andrew van der Stock on the response to White House Office of the National Cyber Director Report on software Security.”

ADJOURNMENT

Adjournment motion

The next general Board meeting is on 26 March 2024, at 12 pm US Eastern Time.

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

Sponsor: Avi Douglen Second: Bil Corry

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