Rules of Procedure

Board of Directors Code of Conduct

Board of Directors Code of Conduct

All members of the Board of Directors, including those serving as Chair and Vice-Chair, have equal votes. No Board Member has more power than any other Board Member, and all should be treated with equal respect. Board Members are responsible for monitoring the Organization’s progress in attaining its goals and objectives while pursuing its mission. The work of the Board is a team effort. All individuals should work together in the collaborative process, assisting each other in conducting the affairs of the Board. To assist in the governance of the behavior between and among members of the Board of Directors and Organization’s staff, all Board Members should:

  • Keep the OWASP Core Purpose, Code of Ethics, and Principles in consideration when performing all duties as Board Members and representatives of the OWASP community.
  • Fully participate in Board of Directors meetings and other public forums while demonstrating respect, kindness, consideration, and courtesy to others. Responsiveness and attentive listening in communication is encouraged.
  • Prepare in advance of Board meetings and be familiar with issues on the agenda
  • Be respectful of other people’s time. Stay focused and act efficiently during public meetings
  • Serve as a model of leadership and civility to the community
  • Demonstrate honesty and integrity in every action and statement
  • Participate in scheduled activities to increase team effectiveness and review Board procedures, such as this Code of Conduct

Board Conduct with One Another

  • Practice civility and respect in discussions and debate - The dignity, style, values, and opinions of each Board Member shall be respected. Difficult questions, tough challenges to a particular point of view, and criticism of ideas and information are legitimate elements of a free democracy in action. This does not allow, however, Board Members to make belligerent comments.
  • Honor the role of the Chair in maintaining order. It is the responsibility of the Chair to keep the comments of Board Members on track during public meetings. Board Members should honor efforts by the Chair to focus discussion on current agenda items. If there is disagreement about the agenda or the Chair’s actions, those objections should be voiced politely and with reason.
  • Avoid personal comments that could offend other Board Members.
  • Demonstrate practical problem-solving approaches. Board Members have a public stage to show how individuals with disparate and differing points of view can find common ground and seek a compromise that benefits the community.
  • Differing viewpoints are healthy in the decision-making process. Individuals have the right to disagree with ideas and opinions, but without being disagreeable. Once the Board of Directors acts, Board Members should commit to supporting said action and not to create barriers to the implementation of said action.

Board Conduct with Foundation Staff

  • The primary responsibility of the Board of Directors is the formulation and evaluation of policy. Routine matters concerning the operational aspects of the Foundation are to be delegated to professional staff members of the Foundation.
  • Treat all staff as professionals with clear, honest communication that respects the abilities, experience, and dignity of everyone is expected. Poor behavior towards staff is not acceptable. Board Members should develop a working relationship with the Executive Director wherein current issues, concerns and Foundation projects can be discussed comfortably and openly.
  • Never publicly criticize an individual employee - Board should never express concerns about the performance of a Foundation employee in public. Comments about staff performance should only be made to the Executive Director through private correspondence or conversation.
  • Do not get involved in administrative functions - The Board’s authority to make decisions regarding a policy or other Foundation matters is during Board meetings and through the Executive Director. If approached by Foundation personnel concerning specific Foundation policy, Board Members should direct inquiries to the appropriate staff supervisor or Executive Director. The chain of command should be followed.

Board Conduct with the Public

  • The needs of the Foundation’s community and mission should be the priority of the Board of Directors. When a Director believes they may have a conflict of interest, they shall disclose this conflict and follow any procedures outlined in the Foundation Conflict of Interest Policy.
  • When responding to community requests and concerns, Directors should be courteous, positively responding to individuals and routing their questions through appropriate channels and to responsible management personnel. When handling complaints, said complaints should be referred directly to the Executive Director.
  • Make no promises on behalf of the Foundation. Board Members are frequently asked to explain a Board action or give their opinion about an issue as they meet and talk with the community members. It is appropriate to give a brief overview of Foundation policy and refer to Foundation staff for further information. It is inappropriate to promise Board action overtly or implicitly, or promise Foundation staff will do something specific.
  • Make no personal comments about other Board Members. It is acceptable to publicly disagree about an issue, but it is unacceptable to make derogatory comments about other Board Members, their opinions, and actions. Board Members are constantly being observed by the community every day that they serve in office. Honesty and respect for the dignity of everyone should be reflected in every word and action taken by Board Members, 24 hours a day, seven days a week.

Board Conduct with Other Organizations

  • Be clear about representing the Foundation or personal interests. If a Board Member appears before another governmental agency or organization to give a statement on an issue, the Board Member must clearly state: 1) if their statement reflects a personal opinion or is the official stance of the Foundation; 2) whether this is the majority or minority opinion of the Board. If the Board Member is representing the Foundation, the Board Member must support and advocate the official Foundation position on an issue, not a personal viewpoint. If the Board Member is representing another organization whose position is different from the Foundation, the Board Member should withdraw from voting on the issue if it significantly impacts or is detrimental to the Foundation’s interest. Board Members should be clear about which organizations they represent and inform the President and Board of their involvement.
  • Correspondence also should be equally clear about representation on behalf of the Foundation or other personal or business interests.


Board members must not engage in any intimidating, harassment, discriminatory, abusive, derogatory, or demeaning speech or actions (“harassment” includes, but is not limited to: communication or conduct that a reasonable person in the individual’s circumstances would consider unwelcome, intimidating, hostile, threatening, violent, abusive or offensive, such communication may be related to gender, gender identity and expression, sexual orientation, disability, national origin, race, age, religion; it also includes stalking, following, harassing photography or recording, sustained disruption of talks or other events, inappropriate physical contact, and unwelcome sexual attention).


Repeated violations of the Board Code of Conduct, the Board can take the step of recommending the removal of a Director under Bylaw Section 2.04.”

Principles of Proper Conduct

Proper conduct IS…

  • Keeping promises
  • Being dependable
  • Building a solid reputation
  • Participating and being available
  • Demonstrating patience
  • Showing empathy
  • Holding onto ethical principles under stress
  • Listening attentively
  • Studying thoroughly
  • Keeping integrity intact
  • Overcoming discouragement
  • Going above and beyond, time and time again
  • Modeling a professional manner

Proper conduct IS NOT…

  • Showing antagonism or hostility
  • Deliberately lying or misleading
  • Speaking recklessly
  • Spreading rumors
  • Stirring up bad feelings, divisiveness
  • Acting in a self-righteous manner

It all comes down to respect. Respect for one another as individuals, respect for the validity of different opinions, respect for the democratic process, and respect for the community that we serve.

Checklist for Monitoring Conduct

  • Will my decision/statement/action violate the trust, rights, or good will of others?
  • What are my interior motives and the spirit behind my actions?
  • If I must justify my conduct in public tomorrow, will I do so with pride or shame?
  • How would my conduct be evaluated by people whose integrity and character I respect?
  • Even if my conduct is not illegal or unethical, is it done at someone else’s painful expense? Will it destroy their trust in me? Will it harm their reputation?
  • Is my conduct fair, just, or morally right?
  • If I were on the receiving end of my conduct, would I approve and agree, or would I take offense?
  • Does my conduct give others a reason to trust or distrust me?
  • Am I willing to take an ethical stand when it is called for? Am I willing to make my ethical beliefs public in a way that makes it clear what I stand for?
  • Do I exhibit the same conduct in my private life as I do in my public life?
  • Can I take legitimate pride in the way I conduct myself and the example I set?
  • Do I listen and understand the views of others?
  • Do I question and constructively confront different points of view?
  • Do I work to resolve differences and come to a mutual agreement?
  • Do I support others and show respect for their ideas?
  • Will my conduct cause public embarrassment to someone else?