Global Board

The OWASP Foundation Global Board is comprised of seven elected members who serve for two-year terms. Each Fall, membership votes to elect new leadership for the Foundation. Generally our Board meets monthly and meetings are open to the public. The Global Board sets the strategic direction of the Foundation, its policies, annual budget, and sets governance and leadership roles. Meetings follow the Typical Board Meeting Agenda and are recorded.

Click here for the OWASP Global Board EU

Upcoming Meetings

Recent Meetings

More Historical Meetings

The OWASP Foundation Global Board is comprised of seven elected members who serve for two-year terms. The Call for Global Board nominations occurs in June through August each year, after which OWASP members vote to elect vacancies from qualified nominees during October. Generally our Board meets monthly and meetings are open to the public.

Board members are the fiduciaries who steer the organization towards a sustainable future by adopting sound, ethical, and legal governance and financial management policies, as well as by making sure the nonprofit has adequate resources to advance its mission.

(Quoted from National Council of Nonprofits Board Roles and Responsibilities)

Avi Douglen

Chair
Israel
@sec_tigger
https://www.linkedin.com/in/avidouglen/
Current Term Ends 12/31/2025.


The Chair of the Board shall serve as the principal executive officer of the Foundation and provides strategic leadership and direction along with performing fiduciary and organizational requirements as defined in the OWASP Foundation bylaws.

Matt Tesauro

Vice Chair
Texas, United States
@matt_tesauro
https://www.linkedin.com/in/matttesauro/
Current Term Ends 12/31/2024.


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

Bil Corry

Treasurer
Arizona, United States
@bilcorry
https://www.linkedin.com/in/bilcorry/
Current Term Ends 12/31/2024.


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.

Ricardo Griffith

Secretary
Bermuda
@ricardogriffith
https://www.linkedin.com/in/ricardo-griffith/
Current Term Ends 12/31/2024.


The Secretary is responsible for ensuring the accuracy of minutes, and to provide advice to the Board on bylaw or policy issues.

Kevin Johnson

Member-at-Large
Florida, United States
@secureideas
https://www.linkedin.com/in/kevinjohnson/
Current Term Ends 12/31/2025.


Sam Stepanyan

Member-at-Large
United Kingdom
@securestep9
https://www.linkedin.com/in/samstepanyan/
Current Term Ends 12/31/2025.


Steve Springett

Member-at-Large
Illinois, United States
@stevespringett
https://www.linkedin.com/in/stevespringett/
Current Term Ends 12/31/2025.


As part of our recent website migration, we have been migrating old Board content to this site. If you’re looking for historical agendas or minutes not found below please visit the Historical Wiki.

Past Meetings

Meeting recordings

See meeting minutes for the recordings

Historical meetings prior to 2021

2020

2019

Historical Board Members

Please visit the Global Board History for the timeline of board members since 2004

Board Actions

Following is a reverse chronological list of actions with a vote by the Global Board. For additional processing these motions can be accessed in this repo in the _data/votes.yml file. Historically there have been variations in recording votes, which if needed can be retrieved from historical board minutes.

2024-04-24
Resolved, the regularly scheduled April Public Board meeting shall be rescheduled to Wednesday, April 24, 2024. Avi Douglen motions, Bil Corry seconds.
In Favor: 7 (Avi Douglen, Matt Tesauro, Ricardo Griffith, Bil Corry, Sam Stepanyan, Kevin Johnson and Steve Springett).
7-0.

2024-03-26
Resolved, the 2024 Budget is approved. Kevin Johnson motions, Steve Springett seconds.
In Favor: 7 (Avi Douglen, Bil Corry, Kevin Johnson, Matt Tesauro, Ricardo Griffith, Sam Stepanyan and Steve Springett).
7-0.

2024-03-19
Resolved, the Global AppSec Events shall be renamed according to the region, e.g. Global AppSec USA, Global AppSec EU, Global AppSec Asia. Avi Douglen motions, Kevin Johnson seconds.
In Favor: 7 (Avi Douglen, Bil Corry, Kevin Johnson, Matt Tesauro, Ricardo Griffith, Steve Springett and Sam Stepanyan).

2024-03-18
It is resolved that all Chapter, Project, and Event Leaders are required to hold formal membership within the OWASP Foundation. This membership may be either paid or complimentary. Leaders are granted a one-month grace period to establish or renew their membership. The policy becomes effective immediately, with enforcement beginning on September 30, 2024. Necessary updates to relevant policies will be made to reflect this requirement. Kevin Johnson motions, Matt Tesauro seconds.
In Favor: 7 (Avi Douglen, Bil Corry, Kevin Johnson, Matt Tesauro, Riccardo Griffith, Steve Springett and Sam Stepanyan).
7-0.

2024-01-24
Resolved, that the 2024 Chair of the Board of Directors is elected as follows: Avi Douglen. Kevin Johnson motions, Ricardo Griffith seconds.
In Favor: 7 (Avi Douglen, Bil Corry, Kevin Johnson, Matt Tesauro, Ricardo Griffith, Steve Springett and Sam Stepayan).
7-0.

2024-01-24
Resolved, that the 2024 Vice Chair of the Board of Directors is elected as follows: Matt Tesauro. Ricardo Griffith motions, Kevin Johnson seconds.
In Favor: 7 (Avi Douglen, Bil Corry, Kevin Johnson, Matt Tesauro, Ricardo Griffith, Steve Springett and Sam Stepayan).
7-0.

2024-01-24
Resolved, that the 2024 Treasurer of the Board of Directors is elected as follows: Bil Corry. Avi Douglen motions, Kevin Johnson seconds.
In Favor: 7 (Avi Douglen, Bil Corry, Kevin Johnson, Matt Tesauro, Ricardo Griffith, Steve Springett and Sam Stepayan).
7-0.

2024-01-24
Resolved, that the 2024 Secretary of the Board of Directors is elected as follows: Ricardo Griffith. Kevin Johnson motions, Matt Tesauro seconds.
In Favor: 7 (Avi Douglen, Bil Corry, Kevin Johnson, Matt Tesauro, Ricardo Griffith, Steve Springett and Sam Stepayan.
7-0.

2024-01-24
Resolved, the Board confirms Grant Ongers as a Compliance Officer for the Foundation, reporting to the Board. Kevin Johnson motions, Avi Douglen seconds.
In Favor: 7 (Avi Douglen, Bil Corry, Kevin Johnson, Matt Tesauro, Ricardo Griffith, Steve Springett and Sam Stepayan).
7-0.

2023-10-24
It is moved and decided that Richardo Mello well be appointed to the Compliance Committee pursuant to completion of his OWASP Membership. Avi Douglen motions, Ricardo Griffith seconds.
In Favor: 5 (Vandana Verma, Bil Corry, Matt Tesauro, Ricardo Griffith and Avi Douglen).
5-0.

2023-09-26
Resolved that the Executive Director is authorised to transfer the residual OWASP funds of Citizens Bank to OWASP accounts in Chase, approximately $USD 1.8m, and close the accounts, as required and at his discretion. Grant Ongers motions, Ricardo Griffith seconds.
In Favor: 5 (Avi Douglen, Bil Corry, Ricardo Griffith, Matt Tesauro and Grant Ongers).
5-0.

2023-09-26
Resolved that the board revokes the Project Spending Policy and Project Sponsorship Policy effective immediately. Grant Ongers motions, Avi Douglen seconds.
In Favor: 5 (Bil Corry, Avi Douglen, Matt Tesauro, Ricardo Griffith and Grant Ongers).
5-0.

2023-09-26
Resolved that OWASPx is removed as an OWASP event type and will be removed from the web site, event policy, and any other relevant areas. Grant Ongers motions, Avi Douglen seconds.
In Favor: 6 (Vandana Verma, Ricardo Griffith, Matt Tesauro, Bil Corry, Avi Douglen and Grant Ongers).
6-0.

2023-09-26
Resolved that the Compliance Committee is dissolved as an OWASP Committee per the Committee Policy as of the 1st of January 2024 and instead the Board should appoint Compliance Officers to fulfil the duties laid out in the Whistleblower Policy. Compliance Officers are officers of OWASP for the purposes of D&O insurance. Bil Corry motions, Avi Douglen seconds.
In Favor: 6 (Matt Tesauro, Ricardo Griffith, Vandana Verma, Bil Corry, Avi Douglen and Grant Ongers).
6-0.

2023-08-22
Discussion on Developer Outreach, Black Hat, DefCon - able for the in-preson board meeting in September. Grant Ongers motions, Avi Douglen seconds.
In Favor: 7 (Avi Douglen, Matt Tesauro, Ricardo Griffith, Glenn ten Cate, Bil Corry, Vandana Verma Sehgal and Grant Ongers).
7-0.

2023-08-22
Add the agenda item Conflict of Interest and Censure of Glenn ten Cate to this meeting agenda. Avi Douglen motions, Ricardo Griffith seconds.
In Favor: 6 (Vandana Verma Seghal, Bil Corry, Avi Douglen, Matt Tesauro, Ricardo Griffith and Grant Ongers).
6-0.

2023-08-22
That the OWASP Global Board officially reprimands and censures Glenn Ten Cate for this failure to disclose a conflict of interest when discussing matters concerning projects potentially moving to the Linux Foundation and for failing to disclose his own relationship with the LF as a paid employee. Avi Douglen motions and Grant Ongers seconds.
In Favor: 5 (Avi Douglen, Bil Corry, Ricardo Griffith, Matt Tesauro and Grant Ongers) (Vandana Verma Seghal - against and Glenn ten Cate - abstain).
5-1.

2023-07-25
Resolved, that the Board of Directors authorizes the transfer of $250,000 from the Citizens checking account to the new Chase checking account, and $50,000 from the Citizens savings account to the new Chase savings account. Bil Corry motion, Grant Ongers seconds.
In Favor: 6 (Matt Tesauro, Bil Corry, Avi Douglen, Glenn ten Cate, Vandana Verma and Grant Ongers.
6-0.

2023-07-25
Resolved, that the OWASP website is updated to reflect the current vision and mission of OWASP. Grant Ongers motions, Avi Douglen seconds.
In Favor: 6 (Matt Tesauro, Bil Corry, Avi Douglen, Glenn ten Cate, Vandana Verma and Grant Ongers.
6-0.

2023-07-25
Resolved, that previous Board decisions on class of flight tickets as relates to the Travel policy are repealed, effective immediately. These will be eventually replaced with an approved Travel Policy and appropriate guidelines. Avi Douglen motions, Grant Ongers seconds.
In Favor: 7 (Glenn ten Cate, Matt Tesauro, Bil Corry, Vandana Verma, Avi Douglen, Ricardo Griffith and Grant Ongers).
7-0.

2023-06-27
Resolved, that the cutoff for the Startup Corporate Supporter level be changed to 3 years, the fees to remain at $2000 per year for any startup anywhere in the world, remove the $800 regional startup level, remove the monthly social media benefit, and remove the trademark license benefit. Grant Ongers motions, Bil Corry seconds.
In Favor: 7 (Bil Corry, Avi Douglen, Glenn ten Cate, Ricardo Griffith, Vandana Verma, Grant Ongers and Matt Tesauro).
7-0.

2023-06-27
Resolved, that 2017-09-17 Board decision on attaching Summits to an AppSec event is repealed, effective immediately. Avi Douglen motions, Grant Ongers seconds.
In Favor: 7 (Bil Corry, Avi Douglen, Glenn ten Cate, Ricardo Griffith, Vandana Verma, Grant Ongers and Matt Tesauro).
7-0.

2023-05-23
Resolved, that Louis Ricardo Griffith is elevated to the Board for the remainder of Mark Curphey’s term, ending on December 31, 2024. Grant Ongers motions, Matt Tesauro seconds.
In Favor: 5 (Bil Corry, Glenn ten Cate, Matt Tesauro, Vandana Verma and Grant Ongers).
5-0.

2023-05-23
Resolved, that the OWASP Foundation moves its accountancy function from Virtual Inc to The Charity CFO. Grant Ongers motions, Vandana Verma seconds.
In Favor: 4 (Matt Tesauro, Bil Corry, Vandana Verma and Grant Ongers).
4-0.

2023-02-28
Resolved, that the Board approves an exception to the Travel Policy for Foundation staff for flights over 7 hours total flight time to permit Economy Plus travel or next step up from economy. Matt Tesauro motions, Avi Douglen seconds.
In Favor: 4 (Grant Ongers, Avi Douglen, Matt Tesauro and Bil Corry) and Against: 2 (Glenn ten Cate and Mark Curphey).
4-2.

2023-02-15
Resolved, that the Foundation will change all current and future references of the Open Web Application Security Project to the Open Worldwide Application Security Project. Mark Curphey motions and Avi Douglen seconds.
In Favor: 6 (Vandana Verma Sehgal, Grant Ongers, Avi Douglen, Matt Tesauro, Bil Corry and Glenn ten Cate).
6-0.

2023-02-14
Resolved, that all official meetings of the Board must be open to public attendance, and recordings and minutes published accordingly. However, private Board meetings or portions of the meeting should be closed to Directors and their delegates as required by legal, liability, or regulatory requirements, or when discussing issues of a personal nature such as HR or personnel issues and Compliance complaints. The bylaws, currently sections 4.8 and 4.9 – Regular Meeting and Special Meetings, respectively should be updated to reflect this change. Mark Curphey motions, Glenn ten Cate seconds.
In Favor: 7 (Vandana Verma Sehgal, Grant Ongers, Avi Douglen, Matt Tesauro, Bil Corry, Glenn ten Cate and Mark Curphey).
7-0.

2023-02-14
Resolved, that all potential grants or directed funding that might go to a member of the Board or to a company to which they have any financial interest must be brought to the Board for discussion and the rules around conflict of interest apply. Expenses and grants policies must be updated to reflect this. Mark Curphey motions, Glenn ten Cate seconds.
In Favor: 6 (Vandana Verma Sehgal, Grant Ongers, Avi Douglen, Matt Tesauro, Glenn ten Cate and Mark Curphey) and Against: 1 (Bil Corry).
6-1.

2023-02-14
Resolved that the OWASP travel policy is altered to only cover economy class flights, unless there is a valid medical reason to allow other travel options. Mark Curphey motions, Glenn ten Cate seconds.
In Favor: 4 (Grant Ongers, Matt Tesauro, Mark Curphey and Glenn ten Cate) and Against: 3 (Vandana Verma Sehgal, Avi Douglen and Bil Corry).
4-3.

2023-01-24
Resolved, that the Board moves the April meeting to Tuesday, April 18 and December to Tuesday, December 19, 2023. Grant Ongers motions, Vandana Verma seconds.
In Favor: 7 (Grant Ongers, Avi Douglen, Bil Corry, Matt Tesauro, Glenn ten Cate, Mark Curphey and Vandana Verma).
7-0.

2023-01-24
Resolved, that the Board votes to elect Grant Ongers or Mark Curphy as Chair. Vandana Verma motions, Grant Ongers seconds..
Grant Ongers 5 (Vandana Verma, Grant Ongers, Avi Douglen, Matt Tesauro and Bil Corry) Mark Curphey 2 (Glenn ten Cate and Mark Curphey).
5-2 - In Favor of Grant.

2023-01-24
Resolved, that the Board votes to elect Avi Douglen as Vice Chair. Grant Ongers motions, Vandana Verma seconds.
In Favor: 6 (Grant Ongers, Vandana Verma, Avi Douglen, Bil Corry, Glenn ten Cate and Bil Corry) 1 Mark Curphey abstained.
6-0.

2023-01-24
Resolved, that the Board elects Matt Tesauro as Secretary. Grant Ongers motions, Vandana Verma seconds.
In Favor: 7 (Grant Ongers, Avi Douglen, Matt Tesauro, Bil Corry, Vandana Verma, Glenn ten Cate and Mark Curphey).
7-0.

2023-01-24
Resolved, that the Board elects Bil Corry as Treasurer. Grant Ongers motions, Vandana Verma seconds.
In Favor: 7 (Grant Ongers, Avi Douglen, Bil Corry, Matt Tesauro, Glenn ten Cate, Mark Curphey and Vandana Verma).
7-0.

2023-01-24
Resolved, to approve Distinguished Lifetime Members. Grant Ongers motions, Vandana Verma seconds.
In Favor: 7 (Grant Ongers, Avi Douglen, Bil Corry, Matt Tesauro, Glenn ten Cate, Mark Curphey and Vandana Verma).
7-0.

2022-12-10
Resolved, the Board amends the Expenses Policy to allow Economy Plus travel for a total flight time greater than 6 hours, or a single step upgrade from economy if Economy Plus is not available. All other flights will be booked as Economy. Grant Ongers motions, Avi Douglen seconds.
In Favor: 7 (Vandana Verma, Grant Ongers, Avi Douglen, Glenn ten Cate, Martin Knobloch, Joubin Jabbari and Bil Corry).
7-0.

2022-10-25
Discussion on Outreach Ambassadors is tabled. Glenn ten Cate motions, Martin Knobloch seconds.
In Favor: 5 (Avi Douglen, Glenn ten Cate, Martin Knobloch, Joubin Jabbari and Bil Corry).
5-0.

2022-09-28
Resolved, that the OWASP Foundation Board of Directors authorizes the Executive Director to perform an audit for semi-commercial and commercial projects in concert with the Project Committee to ensure that they are following the OWASP Foundation’s policies and procedures. Any identified gaps in the project policy relating to semi-commercial and commercial projects will be brought to the Board for discussion and resolution. Avi Douglen motions, Glenn ten Cate seconds..
In Favor: 4 (Vandana Verma, Avi Douglen, Glenn ten Cate and Bil Corry) Abstain: 2 (Grant Ongers and Joubin Jabbari).
4-0.

2022-09-28
Resolved, that the OWASP Foundation Board of Directors authorizes the merger of the OWASP WIA, Diversity and Inclusion Committee and OWASP Outreach Committee to form the OWASP Diversity & Inclusion Outreach Committee, calling for the Charter of the new Committee to be rewritten to encompass the Scopes and Purposes from the two committees to be disolved and authorising the closure of those two committees. Vandana Verma motions, Grant Ongers seconds.
In Favor: 4 (Vandana Verma, Grant Ongers, Joubin Jabbari and Bil Corry) Against: 2 (Avi Douglen and Glenn ten Cate).
4-2.

2022-09-28
In order to enable the effective handling of incorporation of the Dutch foundation and any other foundation’s affairs regarding to the incorporation process, the Board wishes to appoint its Executive Director Mr. Andrew Van der Stock listed below as the holder of a general power of attorney to represent and act on behalf of the Company in all matters relating to its incorporation of a Dutch foundation. Grant Ongers motions, Avi Douglen seconds. In Favor: 6 (Vandana Verma, Grant Ongers, Avi Douglen, Glenn ten Cate, Joubin Jabbari and Bil Corry).
6-0.

2022-08-23
Resolved, Global AppSec San Francisco is a mandatory masked event. Avi Douglen motions, Grant Ongers seconds).
In Favor: 4 (Vandana Verma, Grant Ongers, Avi Douglen and Joubin Jabbari) Against: 3 (Glenn ten Cate, Martin Knobloch and Bil Corry).
4-3.

2022-08-23
Resolved, the OWASP Foundation shall work through the ratification of the new bylaws in order suggested by OWASP's legal counsel. Grant Ongers motions, Avi Douglen seconds.
In Favor: 7 (Vandana Verma, Grant Ongers, Avi Douglen, Glenn ten Cate, Martin Knobloch, Joubin Jabbari and Bil Corry).
7-0.

2022-06-28
Resolved, the draft bylaws shall be submitted for legal review. Joubin Jabbari motions, Martin Knobloch seconds.
In Favor: 7 (Vandana Verma, Grant Ongers, Avi Douglen, Glenn ten Cate, Martin Knobloch, Joubin Jabbari and Bil Corry).
7-0.

2022-06-28
Resolved, Corporate Membership shall be transitioned to Corporate Sponsorship over the residual terms of each Corporate Member. Under the new bylaws, Corporate Membership will be removed. Vandana Verma motions, Avi Douglen seconds.
In Favor: 7 (Vandana Verma, Grant Ongers, Avi Douglen, Glenn ten Cate, Martin Knobloch, Joubin Jabbari and Bil Corry).
7-0.

2022-04-26
Resolved, that Louis Griffith is confirmed as a Compliance Committee officer. Vandana Verma motions, Avi Douglen seconds.
In Favor: 6 (Vandana Verma, Grant Ongers, Avi Douglen, Glenn ten Cate and Martin Knobloch).
6-0.

2022-03-22
Resolved, that the OWASP Executive Director is authorized by the Board to run membership drives offering discounted memberships, limiting those to no more than two discounted membership drives a year, with no more than 20% off on any one of them. Avi Douglen motions, Joubin Jabbari seconds.
In Favor: 5 (Grant Ongers, Joubin Jabbari, Martin Knobloch, Vandana Verma and Avi Douglen).
5-0.

2022-03-22
Resolved, that for existing and new OWASP Members with a Ukrainian address on file, renewal fees are waived until further notice. Grant Ongers motions, Martin Knobloch seconds.
In Favor: 5 (Grant Ongers, Joubin Jabbari, Martin Knobloch, Vandana Verma and Avi Douglen) Against (Glenn ten Cate).
5-1.

2022-02-22
Resolved, that the budget and travel for Defcon is approved for $15,000. Grant Ongers motions, Vandana Verma seconds.
In Favor: 6 (Vandana Verma, Grant Ongers, Bil Corry, Glenn ten Cate, Joubin Jabbari, Martin Knobloch - Avi Douglen abstain).
6-0.

2022-02-22
To join Nonprofit Cyber as a founding member. Martin Knobloch motions, Grant Ongers seconds.
In Favor: 7 (Vandana Verma, Grant Ongers, Avi Douglen, Bil Corry, Glenn ten Cate, Joubin Jabbari and Martin Knobloch).
7-0.

2022-01-25
Resolved, Vandana Verma Sehgal nomineeis elected Chair. Sherif Mansour motions, Grant Ongers seconds.
In Favor: (Martin Knobloch, Bil Corry, Joubin Jabbari, Glenn ten Cate, Avi Douglen, Grant Ongers and Vandana Verma Sehgal).
7-0.

2022-01-25
Resolved, Grant Ongers nominee is elected Vice Chair. Vandana Verma Sehgal motions,.
In Favor: (Martin Knobloch, Bil Corry, Joubin Jabbari, Glenn ten Cate, Avi Douglen, Grant Ongers and Vandana Verma Sehgal).
7-0.

2022-01-25
Resolved, Glenn ten Cate nbominee is elected Treasurer. Vandana Verma Sehgal motions,.
In Favor: (Martin Knobloch, Bil Corry, Joubin Jabbari, Glenn ten Cate, Avi Douglen, Grant Ongers and Vandana Verma Sehgal).
7-0.

2022-01-25
Resolved, Avi Douglen nominee is elected Secretary. Vandana Verma Sehgal motions,.
In Favor: (Martin Knobloch, Bil Corry, Joubin Jabbari, Glenn ten Cate, Avi Douglen, Grant Ongers and Vandana Verma Sehgal).
7-0.

2022-01-25
Resolved, that the OWASP 2022 Operating Budget is approved. Grant Ongers motions, Vandana Verma Shegal seconds.
In Favor: (Martin Knobloch, Bil Corry, Joubin Jabbari, Glenn ten Cate, Avi Douglen, Grant Ongers and Vandana Verma Sehgal).
7-0.

2021-12-14
Resolved, the Board approves the budget and pre-planning for Global AppSec Virtual Europe, to be held at the same dates and timezones as Global AppSec Dublin. Owen Pendlebury motions, Grant Ongers seconds.
In Favor: 6 (Bil Corry, Grant Ongers, Joubin Jabbari, Martin Knobloch, Owen Pendlebury and Vandana Verma).
6-0.

2021-12-14
Resolved, AppSec Global Dublin 2022 is to be completely cancelled, with the likely loss of €16,763.11 of all deposits and other expenses paid so far. Grant Ongers motions, Owen Pendlebury seconds.
In Favor: 6 (Bil Corry, Grant Ongres, Joubin Jabbari, Martin Knobloch, Owen Pendlebury and Vandana Verma).
6-0.

2021-11-23
Resolved, the OWASP Foundation Executive Director and CFO are authorized to establish Foundation secured corporate credit cards for staff expenses and travel, with a total limit of $30k USD, replacing the personal guarantee Amex credit cards in use by the ED and one staff member today. Grant Ongers motions, Sherif Mansour seconds.
In Favor: 6 (Sherif Mansour, Vandana Verma, Bil Corry, Grant Ongers, Martin Knobloch and Joubin Jabbari).
6-0.

2021-11-23
Resolved, the OWASP Foundation's new mission, as linked in the motion background, is approved, effective Novemeber 23, 2021. [Draft mission statement](https://docs.google.com/document/d/13uTO6LdXq5W7HADiA0P4QPQevyO0hzthf5KtvnFbt4s/edit) Grant Ongers motions, Bil Corry seconds.
In Favor: 6-0 (Owen Pendlebury, Martin Knobloch, Grant Ongers, Bil Corry, Vandana Verma and Sherif Mansour).
6-0.

2021-11-23
Resolved, the six month waiting period for complimentary membership is rescinded from all applicable policies. Additionally, any misspellings of complimentary will be fixed. Grant Ongers motions, Bil Corry seconds.
In Favor: 6-0 (Martin Knobloch, Grant Ongers, Owen Pendlebury, Bil Corry, Sherif Mansour and Vandana Verma).
6-0.

2021-09-28
Resolved, the revised Projects Policy is approved, effective September 28 2021. Sherif Mansour motions, Vandana Verma seconds.
In Favor: 7 (Joubin Jabbari, Grant Ongers, Martin Knobloch, Bil Corry, Owen Pendlebury, Vandana Verma and Sherif Mansour).
7-0.

2021-09-28
Resolved, the revised Events Policy is approved, effective September 28 2021. Joubin Jabbari motions, Grant Ongers seconds.
In Favor: 7 (Joubin Jabbari, Martin Knobloch, Grant Ongers, Owen Pendlebury, Bil Corry, Vandana Verma and Sherif Mansour).
7-0.

2021-09-28
Resolved, the consent package to apply spelling and grammar fixes to the bylaws and policies is approved. Joubin Jabbari motions, Grant Ongers seconds.
In Favor: 7 (Joubin Jabbari, Bil Corry, Vandana Verma, Martin Knobloch, Owen Pendlebury, Grant Ongers and Sherif Mansour).
7-0.

2021-09-28
Resolved, that the Board by a two-thirds majority approves a change to the bylaws to adopt the approved Chapter policy for guidance for Chapter leadership, and to bring chapter leadership naming in line with current OWASP policy and practices. Vandana Verma motions, Joubin Jabbari seconds
[Pull Request](https://github.com/OWASP/www-policy/pull/52)
Change Section 5.02 from*
The chapter leader and local chapter board has to manage the local chapter according to the guidance and rules defined in the Chapter Leader Handbook *to* Local chapter leadership has to manage the local chapter according to the policies defined in the latest approved Chapter Policy..
In Favor: 7 (Joubin Jabbari, Vandana Verma, Grant Ongers, Martin Knobloch, Bil Corry, Owen Pendlebury and Sherif Mansouri).
7-0.

2021-09-28
Resolved, the Board adopts the following change to the election policy to adjust dates that fall on a weekend to be the nearest business day.
[Pull Request](https://github.com/OWASP/www-policy/pull/53)
*Change* The timeline will include notices, important dates, and milestones *to* On the nearest business day, the timeline will include notices, important dates, and milestones to be gazetted on the OWASP website prior to the election process starting each year..
In Favor: 7 (Joubin Jabbari, Grant Ongers, Martin Knobloch, Owen Pendlebury, Bil Corry, Sherif Mansour and Vandana Verma).
7-0.

2021-09-28
Resolved, the bylaws shall be amended to change 'Honorary Lifetime Membership' to 'Distinguished Lifetime Member' per the following pull request. Joubin Jabbari motions, Vandana Verma seconds.
In Favor: 6 (Sherif Mansour, Vandana Verma, Bil Corry, Grant Ongers, Martin Knobloch and Joubin Jabbari).
6-0.

2021-09-28
Resolved, the OWASP Board grants the following individuals Distinguished Lifetime Membership for outstanding and extensive service to the OWASP Community. Sherif Mansour motions, Grant Ongers seconds - Mark Curphey, OWASP Founder - Jeff Williams, OWASP Foundation Co-Founder, OWASP Top 10 Founder & Leader for 15 years - Dave Wichers, OWASP Foundation Co-Founder, OWASP Top 10 Founder & Leader for 15 years - Matteo Meucci, OWASP early contributor and Italy Chapter Leader from inception - Fiona Collins, Long time Committee Member.
In Favor: (Sherif Mansour, Vandana Verma, Bil Corry, Grant Ongers, Martin Knobloch, Owen Pendlebury and Joubin Jabbari).
7-0.

2021-08-24
Resolved, the OWASP Foundation is permitted to run a time-limited discount for Corporate Membership up until all qualifying conditions are completed, or September 24th at the latest. Vandana Verma motions, Grant Ongers seconds.
In Favor: 6 (Sherif Manosur, Vandana Verma, Grant Ongers, Bil Corry, Owen Pendlebury and Joubin Jabbari).
6-0.

2021-08-24
Resolved, the revised Expenses Policy is approved, effective August 24, 2021 Grant Ongers motions, Bil Corry seconds.
In Favor: 6 (Joubin Jabbari, Bil Corry, Grant Ongers, Owen Pendlebury, Vandana Verma and Sherif Mansour.
6-0.

2021-07-27
Resolved, that the Donations policy be updated to remove the calendar year de-restriction policy, and instead permit directed donations to remain restricted for a 12 month period. Approval of this motion would change https://owasp.org/www-policy/operational/donations from:

Unspent Restricted donation balances become unrestricted at the end of each calendar year to Unspent Restricted donation balances become unrestricted after twelve (12) months. Sherif Mansour motions, Grant Ongers seconds.
In Favor: 6 (Sherif Mansour, Grant Ongers, Joubin Jabbari, Owen Pendlebury, Bil Corry and Vandana Verma).
6-0.

2021-05-25
Resolved, the Conflict of Interest Policy is approved. Grant Ongers motions, Bil Corry seconds.
In Favor: 6 (Martin Knobloch, Grant Ongers, Joubin Jabbari, Bil Corry, Vandana Verma and Sherif Mansour).
6-0.

2021-05-25
Resolved, the Foundation is permitted to apply for an EIDL loan, to the maximum value of $150k, to be paid back per the loan terms of up to 30 years at 2.7% APR. The loan shall be earmarked to pay for event expenses, primarily event location deposits and installments. Sherif Mansour motions, Grant Ongers seconds.
In Favor: 6 (Martin Knobloch, Grant Ongers, Joubin Jabbari, Bil Corry, Vandana Verma and Sherif Mansour).
6-0.

2021-04-27
Resolved, the Board approves the Outreach Charter as found [here](https://docs.google.com/document/d/1VqjbjqW6yRpIMSsz6BpGIstScsKUXSZzu8geZUiE4OM/edit?usp=sharing) Grant Ongers motions, Vandana Verma seconds.
In Favor: 6 (Owen Pendlebury, Martin Knobloch, Grant Ongers, Vandana Verma, Joubin Jabbari and Sherif Mansour).
6-0.

2021-04-27
Resolved, that up until the week before the 2022 Board election being called, any member affected any of the following conditions:
- The lack of notification for renewal failing to be sent by the Foundation (for example, as described to the Board during the March public board call); - The membership renewal service not being operational during an attempt to renew within 24 hours of expiration, and the member then informed the Foundation of this fact; or - A Foundation-side operation issue which recorded a membership as having expired when it had not
be given one week to correct their membership status from the moment the Foundation informs them of their lapse, and for their membership to be considered uninterrupted for the duration for all intents and purposes. Grant Ongers motions, Joubin Jabbari seconds.
In Favor: 6 (Sherif Mansour, Bil Corry, Grant Ongers, Owen Pendlebury, Martin Knobloch and Joubin Jabbari) Abstain: 1 (Vandana Verma).
6-0.

2021-04-27
Resolved, that the combined unique individuals across the three current sources of membership information (the Foundation's Copper CRM; mailing list, MailChimp; and automated payment system, Stripe) for whom an expectation of active membership exists, be considered fully qualified members in good standing as of the 1st of June 2021. These three lists are merged into a single source of truth. Any cases of doubt (around the validity of membership or remaining duration of membership) be resolved in favor of the member concerned. Grant Ongers motions, Joubin Jabbari seconds.
In Favor: 6 (Sherif Mansour, Bil Corry, Grant Ongers, Owen Pendlebury, Martin Knobloch and Joubin Jabbari) Abstain: 1 (Vandana Verma).
6-0.

2021-03-23
Resolved, the OWASP Board passes the new Grants policy. The Board directs the OWASP Foundation to consult with the community and create procedures for its safe and effective operation no later than April 30th, 2021. Grant Ongers motions and Sherif Mansour seconds.
In Favor: 6 (Grant Ongers, Bil Corry, Vandana Verma, Joubin Jabbari, Owen Pendlebury and Sherif Mansour).
6-0.

2021-03-23
Resolved, the OWASP Board passes the new Awards and Scholarships policy. The Board directs the OWASP Foundation to consult with the community and create procedures for its safe and effective operation no later than April 30th, 2021. Vandana Verma motions and Grant Ongers seconds.
In Favor: 6 (Bil Corry, Vandana Verma, Joubin Jabbari, Owen Pendlebury, Grant Ongers and Sherif Mansour).
6-0.

2021-03-23
Resolved, the Board consent votes to minor changes to the bylaws to address grammar, routine, and non-controversial changes to the OWASP Foundation bylaws. Sherif Mansour motions, Vandana Verma seconds.
In Favor: 6 (Grant Ongers, Bil Corry, Owen Pendlebury, Vandana Verma, Joubin Jabbari and Sherif Mansour).
6-0.

2021-03-08
Resolved, the 2021 OWASP Foundation budget is formally approved.
In Favor: 6 (Martin Knobloch, Grant Ongers, Joubin Jabbari, Owen Pendlebury, Vandana Verma and Sherif Mansour).
6-0.

2021-02-23
Resolved, the Board amends the Implementation of Bylaw or Policy Changes policy to permit and formalize the minor changes process. Minor changes The OWASP Foundation, in consultation with the OWASP Chair or other Board officers, is permitted to create or accept small inconsequential changes or pull requests to approved bylaws and policies. All such changes shall be reported in the agenda at the following Board meeting to provide Board oversight. The Board may request that the changes be reversed at that meeting. Joubin Jabbari motions, Sherif Mansour seconds.
In Favor: 7 (Martin Knobloch, Bil Corry, Grant Ongers, Vandana Verma, Owen Pendlebury, Joubin Jabbari and Sherif Mansour).
7-0.

2021-02-23
Resolved, the Board directs the OWASP Foundation to amend the bylaws within 30 days to clarify that e-Voting is explicitly permitted as follows, with a process to be documented by the OWASP Foundation, with oversight from the OWASP Board on the operation of votes and e-votes: Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so to be taken, shall be agreed to before such action by a majority of the directors. Such consent can be provided by email, an electronic vote, or other mechanism as agreed upon by the Board. Grant Ongers motions, Vandana Verma seconds.
In Favor: 7 (Martin Knobloch, Joubin Jabbari, Grant Ongers, Vandana Verma, Owen Pendlebury, Bil Corry and Sherif Mansour).
7-0.

2021-02-23
Resolved, in order to advance the priority OWASP Trademark program, the OWASP Foundation is permitted to register four key trademarks under the WIPO Madrid mechanism, with a budget to not exceed $15k USD. Grant Ongers motions, Bil Corry seconds.
In Favor: 7 (Martin Knobloch, Joubin Jabbari, Grant Ongers, Vandana Verma, Owen Pendlebury, Bil Corry and Sherif Mansour).
7-0.

2021-02-23
Resolved, the updated limits in the Signing Authority policy are approved, and shall take effect February 23, 2021. Grant Ongers motions, Vandana Verma seconds
Budgeted or Discretionary per transaction (or related transactions), grant making, awards and scholarships, expense approvals, legally binding contractual arrangements, and purchasing assets:

$0 - $10,000 Executive Director can sign and approve without second approver

$10,000 to $250,000 Executive Director and Treasurer or Chair can sign and approve without Board approval

$250,000 or more requires an affirmative Board vote

Signing authority:

Transferring funds between and managing OWASP bank accounts and other financial accounts $ 250,000

Budgeted General Operational Spending (including but not limited to, payroll, expenses, and accounts payable), $ 500,000

The intent is that any unplanned discretionary approvals still remains within 10% of the quarterly plan, so if we have a quarterly plan of $250k, the ED will continue to have a discretionary power to spend up to $25k per quarter before requiring Board approval to continue with unplanned expenses. We have used that recently for legal fees..
In Favor: 7 (Owen Pendlebury, Martin Knobloch, Joubin Jabbari, Grant Ongers, Bil Corry, Vandana Verma and Sherif Mansour).
7-0.

2021-02-23
Resolved, the revised Chapter policy is approved, effective February 23, 2021. Vandana Verma motions, Joubin Jabbari seconds
[Revised Chapter Policy](https://owasp.org/www-policy/operational/chapters)
[Revised Chapter Policy Consolidated Feedback](https://owasp.org/www-staff/files/2021-policy-review-feedback/Policy-Feedback-Chapters.pdf).
In Favor: 7 (Owen Pendlebury, Martin Knobloch, Vandana Verma, Joubin Jabbari, Bil Corry, Grant Ongers and Sherif Mansour).
7-0.

2021-02-23
Resolved, that for the sake of financial transparency, the Foundation is permitted to alter the minutes from previous meetings to ensure the correct financials and recordings are included in each month, and to ensure all links are functional. Any altered minutes will be presented for review in the February 2020 general meeting. Grant Ongers motions, Vandana Verma seconds [e-Vote to correct financials, links in all 2020 minutes](https://doodle.com/poll/mekz9axhbgwp3cpm).
In Favor: 7 (Sherif Mansour, Vandana Verma, Bil Corry, Grant Ongers, Martin Knobloch, Owen Pendlebury and Joubin Jabbari).
7-0.

2021-01-31
Resolved, the Board permits the AppSec Australia organizers to run AppSec Australia as a regional event in 2021. Exemptions to policy will need to be approved on a case by case basis. Martin Knobloch motioned, Vandana Verma seconds.
In Favor: 5 (Bil Corry, Owen Pendlebury, Martin Knobloch, Vandana Verma and Grant Ongers).
5-0.

2021-01-26
Subsidiary motion: Amend the Director’s Code of Conduct to address harassment and repeated violations. Background The Director’s Code of Conduct did not have anti-harassment provisions, and the consequences of repeated violations with Delaware law was not legal. This addition and amendment to the Director’s Code of Conduct resolve both issues. Resolved, that the Foundation is directed to amend the Board of Directors Code of Conduct to include or change the following clauses:

Anti-Harassment

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), and replace the following text

Sanctions

Board Members Behavior and Conduct - Board Members who intentionally and repeatedly do not follow proper conduct, may be reprimanded or formally censured by the Board. 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. Sherif Mansour motions, Grant Ongers seconds.
In Favor: 7 (Bil Corry, Owen Pendlebury, Martin Knobloch, Joubin Jabbari, Grant Ongers, Vandana Verma and Sherif Mansour).
7-0.

2021-01-26
Resolved, the Board directs the Foundation to update OWASP’s bylaws as per the following text within 30 days to become compliant with the Delaware General Corporate Law. Sherif Mansour motions, Grant Ongers seconds

Section 2.04

Directors may be removed from office by the members, with or without cause, as permitted by and in accordance with the laws of the State of Delaware. The Board will recommend to the Members that a Director be removed from office when there is a finding that a Director has committed an action that results in a finding of 'Cause.' A determination of 'Cause' by the Board of Directors requires an affirmative vote of the full number of voting Directors then in office, except for the Director being considered for removal. For the purpose of these Bylaws, the term “Cause” shall mean (w) repeated violations of the Board Code of Conduct Policy or (x) a final conviction of a felony involving moral turpitude or (y) willful misconduct that is materially and demonstrably injurious to OWASP or (z) a no-confidence vote by the Board of Directors under Section 3.04 of the Bylaws. For purposes of the definition of 'Cause,' no act, or failure to act, by a Director shall be considered 'willful' unless committed in bad faith and without a reasonable belief that the act or failure to act was in the best interest of OWASP. As voting by OWASP Members is optional, a simple majority of votes received by members in good standing shall govern if the Director is removed.

Section 3.03 Regular meetings

The Board of Directors shall have regular meetings as needed. A link to the board meeting agenda’s and the historical minutes is here: https://owasp.org/www-board/. Meetings shall be at such dates, times, and places as the Board shall determine in December of the preceding year and as amended by the Board. In no event will there be less than one meeting per quarter. These meetings will be open to public attendance. However, certain portions of the meeting may be closed to board members and their delegates when required for legal reasons, or to shield liability, or to handle personnel issues, or similar. Attendance in person or virtually by board members is required at no less than 75% of the total meetings each year and shall be highly encouraged to meet in person at least once annually at a date to be announced and agreed upon. To be considered as “attended,” the board member must attend at least 90% of the meeting, starting at the published scheduled time until the published end time or the meeting is adjourned (whichever is earlier). Attendance is tabulated by the Executive Director or delegate within seven days after every scheduled meeting for the purpose of determining if the 75% attendance requirement has been met, and the tabulation is based upon the entire calendar year. Canceled meetings are considered attended for the purposes of the tabulation. Failure by a board member to meet the 75% attendance requirement after any tabulation will cause a mandatory vote of confidence by the remaining board members, whose votes will be publicly recorded. The vote of confidence is to take place within 21 days, but no sooner than seven days, of notification by the Executive Director or delegate that a board member has not met the attendance threshold. During the first seven days, the board member in question will have an opportunity to make their case to their fellow board members. The vote of confidence will take place on the OWASP Board of Directors email list unless the Board votes to review the matter at their next meeting, so long as the next meeting occurs within the 21­day window. An overall vote of “no confidence” is recorded if more than half of the board members vote for it, which causes the board member in question to be instantly removed from their seat on the Board. If a vote of confidence does not pass, the Board will put a vote of removal and recommend to the members to remove the Director, per section 2.04.
7 (Grant Ongers, Bil Corry, Owen Pendlebury, Joubin Jabbari, Vandana Verma, Martin Knobloch and Sherif Mansour).
7-0.

2021-01-26
Subsidiary motion: Amend Director Removal bylaws to comply with Delaware General Corporation Law - Background The provisions for Director Removal weren’t compliant with DGCL. These amendments bring our bylaws into line with the DGCL, ensuring consistency that the Board votes to recommend Director removal, which is then put to a member vote to remove the Director. Resolved, the Board directs the Foundation to update OWASP’s bylaws as per the following text within 30 days to become compliant with the Delaware General Corporate Law. Sherif Mansour motions, Grant Ongers seconds

Section 2.04

Directors may be removed from office by the members, with or without cause, as permitted by and in accordance with the laws of the State of Delaware. The Board will recommend to the Members that a Director be removed from office when there is a finding that a Director has committed an action that results in a finding of “Cause.” A determination of “Cause” by the Board of Directors requires an affirmative vote of the full number of voting Directors then in office, except for the Director being considered for removal. For the purpose of these Bylaws, the term “Cause” shall mean (w) repeated violations of the Board Code of Conduct Policy or (x) a final conviction of a felony involving moral turpitude or (y) willful misconduct that is materially and demonstrably injurious to OWASP or (z) a no-confidence vote by the Board of Directors under Section 3.04 of the Bylaws. For purposes of the definition of “Cause,” no act, or failure to act, by a Director shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or failure to act was in the best interest of OWASP. As voting by OWASP Members is optional, a simple majority of votes received by members in good standing shall govern if the Director is removed.

Section 3.03 Regular meetings

The Board of Directors shall have regular meetings as needed. A link to the board meeting agenda’s and the historical minutes is here: https://owasp.org/www-board/. Meetings shall be at such dates, times, and places as the Board shall determine in December of the preceding year and as amended by the Board. In no event will there be less than one meeting per quarter. These meetings will be open to public attendance. However, certain portions of the meeting may be closed to board members and their delegates when required for legal reasons, or to shield liability, or to handle personnel issues, or similar. Attendance in person or virtually by board members is required at no less than 75% of the total meetings each year and shall be highly encouraged to meet in person at least once annually at a date to be announced and agreed upon. To be considered as “attended,” the board member must attend at least 90% of the meeting, starting at the published scheduled time until the published end time or the meeting is adjourned (whichever is earlier). Attendance is tabulated by the Executive Director or delegate within seven days after every scheduled meeting for the purpose of determining if the 75% attendance requirement has been met, and the tabulation is based upon the entire calendar year. Canceled meetings are considered attended for the purposes of the tabulation. Failure by a board member to meet the 75% attendance requirement after any tabulation will cause a mandatory vote of confidence by the remaining board members, whose votes will be publicly recorded. The vote of confidence is to take place within 21 days, but no sooner than seven days, of notification by the Executive Director or delegate that a board member has not met the attendance threshold. During the first seven days, the board member in question will have an opportunity to make their case to their fellow board members. The vote of confidence will take place on the OWASP Board of Directors email list unless the Board votes to review the matter at their next meeting, so long as the next meeting occurs within the 21­day window. An overall vote of “no confidence” is recorded if more than half of the board members vote for it, which causes the board member in question to be instantly removed from their seat on the Board. If a vote of confidence does not pass, the Board will put a vote of removal and recommend to the members to remove the Director, per section 2.04..
In Favor: 7 (Bil Corry, Owen Pendlebury, Martin Knobloch, Joubin Jabbari, Vandana Verma, Grant Ongers and Sherif Mansour).
7-0.

2021-01-26
Bylaw changes relating to Code of Conduct to comply with Delaware Law - Resolved, the Board by 2/3rd affirmative vote adopts Schwabe’s recommendations to updates to the Foundations bylaws and Directors Code of Conduct relating to Director Removal and Harassment. Sherif Mansour motions, Grant Ongers seconds.
In Favor: 7 (Bil Corry, Owen Pendlebury, Martin Knobloch, Joubin Jabbari, Vandana Verma, Grant Ongers and Sherif Mansour).
7-0.

2021-01-26
Resolved, the revised Chapter Committee charter is approved, effective January 26, 2021. [Revised Chapter Committee Charter](https://docs.google.com/document/d/1KMKKCLqW8dqRLSWvTjnrWSOc43M7jRUYe-9vthigniY/edit?ts=600a821a) Vandana Verma motions, Grant Ongers seconds.
In Favor: 7 (Grant Ongers, Owen Pendlebury, Martin Knobloch, Joubin Jabbari, Bil Corry, Vandana Verma and Sherif Mansour).
7-0.

2021-01-26
Resolved, the 2021 Board confirms the unanimous vote by the 2020 Board to approve the Education Committee charter. The following Motion shall be entered into the minutes of the December 2020 meeting: Resolved, the Education Committee charter is approved, effective December 15, 2020. Grant Ongers motions, Sherif Mansour seconds.
In Favor: 7 (Grant Ongers, Owen Pendlebury, Martin Knobloch, Joubin Jabbari, Bil Corry, Vandana Verma and Sherif Mansour).
7-0.

2021-01-26
Nonimate Sherif Mansour as Board Chair.
In Favor: 7 (Grant Ongers, Bil Corry, Sherif Mansour, Vandana Verma, Martin Knobloch, Owen Pendlebury and Joubin Jabbari).
7-0.

2021-01-26
Nominate Vandana Verma as Board Vice Chair.
In Favor: 7 (Grant Ongers, Bil Corry, Sherif Mansour, Vandana Verma, Martin Knobloch, Owen Pendlebury and Joubin Jabbari).
7-0.

2021-01-26
Nominate Grant Ongers as Board Secretary.
In Favor: 7 (Grant Ongers, Bil Corry, Sherif Mansour, Vandana Verma, Martin Knobloch, Owen Pendlebury and Joubin Jabbari).
7-0.

2021-01-26
Nominate Bil Corry as Board Secretary.
In Favor: 7 (Grant Ongers, Bil Corry, Sherif Mansour, Vandana Verma, Martin Knobloch, Owen Pendlebury and Joubin Jabbari).
7-0.

2020-12-15
Resolved, the Foundation is directed to accept the offers to move Dublin to June 2022, and San Francisco to Q3 2022, under the provision that there is no change fee or any associated costs due in 2021. Owen Pendlebury motions and Sherif Mansour seconds..
In Favor: 6 (Grant Ongers, Martin Knobloch, Sherif Mansour, Gary Robinson, Vandana Verma and Owen Pendlebury).
6-0.

2020-11-24
Approve Global AppSec Australia 2021 and establish an Australian entity. Resolved, the Foundation is directed to run an in person Global AppSec in Australia, which requires setting up an Australian entity. The proposed budget is $290k in income, $234k in expenses, for a projected net profit of $55k. Vandana Verma motions, Owen Pendlebury seconds.
In Favor: 7 (Grant Ongers, Sherif Mansour, Gary Robinson, Richard Greenberg, Martin Knobloch, Vandana Verma and Owen Pendlebury).
7-0.

2020-11-24
The reviewed Code of Contact policy is approved. [Code of Conduct](https://owasp.org/www-policy/operational/code-of-conduct) Vandana Verma motions, Owen Pendlebury seconds.
In Favor: 4 (Grant Ongers, Martn Knobloch, Vandana Verma and Gary Robinson).
4-0 [E-vote - Doodle](https://doodle.com/poll/qwuu22tkz7wrhv44).

2020-11-24
The reviewed Branding policy is approved. [Branding Policy](https://owasp.org/www-policy/operational/branding), [Feedback](https://owasp.org/www-staff/files/2020-policy-review-feedback/Policy-Feedback-Branding.pdf) Vandana Verma motions, Owen Pendlebury seconds.
In Favor: 4 (Grant Ongers, Martn Knobloch, Vandana Verma and Gary Robinson).
4-0 [E-vote - Doodle](https://doodle.com/poll/yqc54tieamng2tz8).

2020-11-24
This motion is to approve the virtual elements of the events strategy, which intends to spend up to $41,500 with gross income of $259,000, likely netting $217,500 profit. Resolved, the Foundation is permitted to plan and run the virtual component of the events strategy, with an approved budget of $41,500 to run the nominated events throughout 2021. Sherif Manosur motions, Vandana Verma seconds.
In Favor: 6 (Owen Pendlebury, Sherif Mansour, Vandana Verma, Richard Greenberg, Martin Knobloch and Grant Ongers).
6-0 [E-vote](https://doodle.com/poll/9q33naxg4kug9n6n).

2020-11-24
Vandana asked to be included in the attendance list, as she was there, as demonstrated by various votes. This was accepted and has been changed in the official record. Vandana Verma motions, Sherif Mansour seconds.
In Favor: 7 (Grant Ongers, Sherif Mansour, Gary Robinson, Richard Greenberg, Martin Knobloch, Vandana Verma and Owen Pendlebury).
7-0.

2020-10-20
to adopt 2/3rd majority for Director and Officer remova, Sherif Mansour motions, Owen Pendlebury seconds

**Note on 2/3rd vote**. Robert's Rules of Order gives extensive guidance on what two thirds formally means, along with numeric examples in section RONR (12 ed) 44:3, and means:

* A two thirds vote - when the term is unqualified - means at least two thirds of the votes cast by persons entitled to vote, excluding blanks and abstentions, at a regular or properly called meeting. For example (assuming that there are no fractions of votes):*
* *If 30 votes are cast, a two thirds vote is 20*
* *If 31 votes are cast, a two thirds vote is 21*
* *If 32 votes are cast, a two thirds vote is 22*
* *If 33 votes are cast, a two thirds vote is 22*

Based upon recusal = abstention, a board of 7, a two thirds vote would be as follows:

* If 5 votes are cast, a two thirds vote is 4 votes
* If 6 votes are cast, a two thirds vote is 4 votes
* If 7 votes are case, a two thirds vote is 5 votes
**Background:** Our lawyers reviewed our bylaws, and noted that our simple majority vote is not the industry standard and is too low a bar for significant organizational change. They recommend the adoption of a notice period and 2/3rd majority of the Board for changes to OWASP bylaws and policy changes. Their advice agrees with Robert's Rules of Order, Newly Revised (12th ed.) section 57, which is used to draft the motion below:
* [Discussion Link](https://groups.google.com/a/owasp.org/g/global-board/c/ZFfoY1ugvu0/m/QruNDpvLCQAJ).
In Favor: 5 (Martin Knobloch, Grant Ongers, Owen Pendlebury, Gary Robinson and Sherif Mansour).
5-0.

2020-10-20
Resolved, the Board directs the Foundation to update section 10.01 of the OWASP bylaws to comply with RONR (12th ed.) Section 57:1, by adopting RONR (12th ed.) 56:67:

SECTION 10.01 Amendments

OWASP Bylaws and organizational policies may be amended at any regular meeting of the OWASP Board by an affirmative two thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting, or a public notice is given no later than 7 days prior to the meeting.

Amendments to the these bylaws and organizational policies should comply withvRONR 12th Edition 57:1-19. Sherif Mansour motions, Owen Pendlebury second.
In Favor: 5 ( Martin Knobloch, Grant Ongers, Owen Pendlebury, Gary Robinson and Sherif Mansour).
5-0.

2020-10-20
Resolved, that Honorary Membership will become a lifetime membership awarded to no more than three members per year, on the basis of extraordinary and sustained contributions to OWASP's mission over at least a five year period. The Board directs the Foundation to update any mentions of Honorary Membership in bylaws, policies, and operational documentation to reflect this vote. Grant Ongers motions, Owen Pendlebury seconds.
In Favor: 5 (Martin Knobloch, Grant Ongers, Owen Pendlebury, Gary Robinson and Sherif Mansour).
5-0.

2020-10-20
Resolved that the Executive Director or their designatee develop, implement, and manage a trademark licensing effort with organizations that provide training on OWASP projects, publishers, and event organizers as outlined by staff at the October 2020 Board Meeting. Sherif Mansour motions, Martin Knobloch motions.
In Favor: 5 (Martin Knobloch, Grant Ongers, Owen Pendlebury, Gary Robinson and Sherif Mansour).
5-0.

2020-10-20
Resolved, that the following six reviewed policies are approved. The Foundation shall upload the approved text within 30 days of this vote to the OWASP policy website:

* [Elections Policy](https://owasp.org/www-policy/operational/election)
* [Events Policy](https://owasp.org/www-policy/operational/events)
* [Expense Policy](https://owasp.org/www-policy/operational/expense-reimbursement)
* [Mailing List Policy](https://owasp.org/www-policy/operational/mailing-list)
* [Membership Policy](https://owasp.org/www-policy/operational/membership)
* [Social Media Policy](https://owasp.org/www-policy/operational/social-media)

Feedback for these policies has been published to the global-board list and can be found at https://owasp.org/www-staff/projects/202010-policy-review.html Owen Pendlebury motions, Grant Ongers seconds.
In Favor: 5 (Sherif Manosur, Owen Pendlebury, Grant Ongers, Martin Knobloch and Gary Robinson).
5-0.

2020-10-20
Resolved, to comply with US government sanctions, the OWASP Board directs the Foundation to revoke and refund membership dues to any sanctioned country members, disband any sanctioned country chapters, remove any sanctioned country project leadership, and communicate this decision with the community (and all affected participants). Lastly, the Board directs that the Foundation updates all relevant membership and participation policies to reject or prohibit sanctioned country involvement from October 20, 2020 onward until such time as sanctions are lifted. Sherif Mansour motions, Owen Pendlebury seconds.
In Favor: 5 ( Martin Knobloch, Grant Ongers, Gary Robinson, Sherif Mansour and Owen Pendlebury).
5-0.

2020-10-20
It is resolved that to promote the creation of additional core committees to enumerate the powers devolved to Committees, with appropriate checks and balances to comply with legal, tax and other regulations and safeguards to protect the Foundation and Board, that the following Committee policy is approved. Existing Committees will transition to the governance model of this Committee policy. OWASP’s bylaws should be amended to allow the devolution of certain Board responsibilities and activities to committees as follows:

Change from

SECTION 5.01 Committees
Establishment. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more Advisory Boards or Committees. Committees will be held to the core purpose and core values as outlined in Sections 1.02 and 1.03. Committees will be structured according to the guidelines in Policy and Procedure.```

to

SECTION 5.01 Committees
Establishment. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more Board sub-committees (e.g, fundraising, finance, audit, or executive), Advisory Boards, or Committees. These will be held to the core purpose and core values as outlined in Sections 1.02 and 1.03. Committees are formed and governed by the Committees Policy, and are limited the Charter's purpose and scope. As a Committee Charter might devolve powers currently held by the Board or the Foundation to the Committee, any such devolution to a Committee will require a 2/3rd majority vote.```
[Revised Committee Policy](https://docs.google.com/document/d/1XyjV9MTaW8IYo-E1PZxhfqXmxbhKMHbjxw2ofsPUf0k/edit) Owen Pendlebury sponsors, Sherif Mansour seconds.
In Favor: 5 (Owen Pendlebury, Sherif Mansour, Martin Knobloch, Grant Ongers and Gary Robinson).
5-0.

2020-10-20
Resolved, the Board directs the Foundation to provide automated complimentary Membership to the top 5 active leaders of chapters, projects, events, and committees, effective November 1st, 2020, and monthly after that. Honorary Membership will become an award made by the Board, and changed to be for five years in recognition of extraordinary service to the OWASP Community. Regional pricing will be made available to all classes of paid Membership.
The following bylaw amendment is required to support this change in membership model:
SECTION 4.01 Membership Classes
There shall be the following classes of OWASP members: Corporate, Individual, Complimentary, Honorary, and Student.
SECTION 4.02 Qualifications
Individual, Corporate, and Student Membership may be granted to any individual or organization that supports the Foundation's mission and purpose, is in good standing subject to our Code of Ethics, and pays the dues as set by the Board of Directors. The Foundation may, at its discretion, offer monthly, annual, two-year, and Lifetime memberships. Regional pricing is available to all paid membership classes.
Complimentary Membership may be offered on an opt-in and automated basis to the top 5 active leaders of any chapter, project, event, or committee that supports the Foundation's mission and purpose, is in good standing subject to our Code of Ethics, and has been in the top 5 position continuously for six months prior to applying for complimentary membership. Complimentary Membership is valid for one year. Leaders do not need to accept any offer of complementary leadership. Complementary members in good standing for 12 months may stand for the Board, but if elected, must maintain good standing with paid Membership. Directors who are eligible through the above criteria must not accept Complimentary Membership during their term and maintain good standing with paid Membership.
Honorary Membership is equivalent to Individual Membership and valid for five years. Honorary Membership shall be determined and approved solely by a majority vote of the Board of Directors for long-standing and extraordinary services to the OWASP Community.
All membership classes are eligible to vote in elections. Sherif Mansour motions, Owen Pendlebury seconds
[Discussion Link](https://groups.google.com/a/owasp.org/g/global-board/c/_H4up1nbzjc/m/SAra8NSaCwAJ).
In Favor: 7 (Owen Pendlebury, Sherif Mansour, Vandana Verma, Gary Robinson, Richard Greenberg, Martin Knobloch and Grant Ongers).
7-0
https://doodle.com/poll/hsakmgetm5yr8wa2.

2020-10-20
Resolved, that the Foundation shall draw up a policy to operationalize rapid, escalating, and time limited responses to continued breaches of the OWASP Code of Conduct by participants and members. If the behavior is continuous, unlawful, or egregious, the policy should refer to and rely upon the existing bylaw governing the Board's power to revoke membership.
The following should be added to the Code of Conduct policy to enable sanctions:
Sanctions
The Executive Director can suspend participation in OWASP for 30 days for perceived or actual breaches of the OWASP Code of Conduct or US law. Depending on the severity of the breach, the member or participant can accept the 30-day suspension, or in serious cases, the member or participant will be referred to the Compliance Committee for a decision regarding their ongoing participation or membership by the OWASP Board at the next available Board meeting.
For first time Code of Conduct breaches where no violation of US law has occurred: The member or participant can agree to comply with a temporary suspension imposed by the Executive Director of all OWASP participation for no more than 30 days. Membership will not be extended to cover the suspension.
For repeat or serious breaches of the Code of Conduct, or where a participant has been charged with a crime, the Executive Director must suspend the member, refer the matter to the Compliance Committee, who will make an independent evaluation on if the Board should strip leadership, revoke participation, or membership privileges. The period of suspension will remain in place until after the Board votes on the matter.
If the Board decides to take no action, full participation can resume immediately. If the participant is a member, their membership will be extended by the period of the suspension served.
Transparency and Oversight
To provide transparency and oversight of sanctions, the Executive Director will inform the Board privately of the actions being taken under these sanctions, informing the Compliance Committee as required, and providing recommendations from the Compliance Committee to the Board and scheduling a vote as necessary. Grant Ongers motions, Richard Greenberg seconds
[Discussion Link](https://groups.google.com/a/owasp.org/g/global-board/c/TBm1RhwAxaQ/m/dBOrsLWkCwAJ).
In Favor: 6 (Owen Pendlebury, Sherif Mansour, Vandana Verma, Richard Greenberg, Martin Knobloch and Grant Ongers).
6-0
https://doodle.com/poll/vwakbg36mnwqbiqu.

2020-10-20
Resolved, the Foundation is directed to create or update any necessary bylaw or policies that govern Board meetings and any associated informative documents to state that Robert's Rules of Order, Newly Revised (12th ed.) are adopted for OWASP Board Meetings and Special Meetings. Projects, Chapters, and Committees can adopt RONR (12th ed.) for their meetings if they so choose, but it is not required by the Foundation.
[Discussion Link](https://groups.google.com/a/owasp.org/g/global-board/c/xi_9O0WEhTA/m/q2gtJMWuBwAJ)
The Board directs the Foundation to add a new clause to Section 3 of the OWASP Bylaws:
Section 3.1x ADOPTION OF ROBERTS RULES OF ORDER
The rules contained in the current edition of Robert's Rules of Order Newly Revised (12th ed.) shall govern the OWASP Foundation Board and special meetings in all cases to which they are applicable and in which they are not inconsistent with the bylaws, and any special rules of order the Board may adopt. The Foundation is directed to add consistent language to all relevant Board governance policies and Board governance informational pages. Owen Pendlebury motions, Sherif Mansour seconds.
In Favor: 6 (Owen Pendlebury, Sherif Mansour, Vandana Verma, Richard Greenbreg, Martn Knobloch and Grant Ongers).
6-0
Previous Doodle: https://doodle.com/poll/9pivsn4cc35zy2bz.

2020-09-20
Resolved, the Board will establish a Board audit sub-committee, initially comprised of Sherif Mansour, Vandana Verma, Gary Robinson, Grant Ongers, and Martin Knobloch. Note: Once established, the sub-committee will elect new officers at the start of each Board year per the bylaws (they didn't vote on that, but that's how it will operate). Sherif Mansour motions, Grant Ongers seconds. In Favor: 5 (Sherif Mansour, Vandana Verma, Gary Robinson, Martin Knobloch and Grant Ongers) Abstain: 2 (Richard Greenberg and Owen Pendlebury).
5-0.

2020-09-12
It is resolved that the action by the Executive Director, Andrew van der Stock, to temporarily suspend and refer an OWASP leader to the Compliance Committee for review is supported by the Board. Grant Ongers motions, Vandana Verma seconds.
6-0.

2020-09-12
Even though I disagree with Josh on almost every topic, Josh has done amazing things for OWASP over a very long period of time, including being an Austin chapter leader for a long time, running LASCON, and being an ex-Board member. I vouch for Josh to be an honorary member. Richard Greenberg motions, Grant Ongers seconds.
4-1.

2020-09-22
It is resolved that the following three policies are approved, which have completed the policy review process. The Foundation shall upload them within 30 days of this vote:
[Donations](https://github.com/OWASP/www-policy/commit/20fc56ec67fc8af428a4f2c7a5986fa9a2486056#diff-53aec32babf59be45208dbc87e397b76) <br[Conference and Events Attendees](https://github.com/OWASP/www-policy/commit/003b8215a0afbaabf2eb5bf184517f5cb36618a2#diff-38f512208455ae19608d02cb197f6c91)
*[Global Event Team](https://github.com/OWASP/www-policy/commit/23afdeb142545afd101e0c10f8848bd7d13bb1d3#diff-bbad2c5254f8246742d82b5b2e8686d4)
Feedback for these policies has been published to the global-board list. Sherif Mansour motions, Richard Greenberg seconds.
6-0.

2020-09-22
It is resolved that a Project Committee be established under the most recent approved Committee policy, with the Committee purpose to provide mentorship and guidance for all OWASP projects, promote project activity, evangelize OWASP projects publicly, and to advise the Board or Foundation on bylaw or policy changes. Sherif Manosur motions, Vandana Verma seconds
[Project Committee Purpose](https://docs.google.com/document/d/1UKSfshQ7MASqR8DnH0dfMa8345WJ1kAtix8xf5HBBio/edit?usp=sharing).
6-0.

2020-09-22
It is resolved that the Board approves of the OWASP Foundation's 2021 Operation Plan, and directs the Foundation to publish the Plan to the owasp.org website and to start executing the Plan as soon as possible, reporting back at least quarterly on progress. Sherif Mansour motions, Grant Ongers seconds
[Draft Operating Plan 2021](https://docs.google.com/document/d/1TJjbznAalh9Esbs26KGEzy42vjNM0pakLasFNLTPG-w/edit?usp=sharing).
5-0.

2020-08-25
It is resolved that to address the Compliance Committee’s recommendation that Foundation funds not be used for membership and that any such paid membership (if any exists) shall constitute a non-voting membership. As this will affect the eligibility of AppSec Cali 2020 attendees who were granted membership paid by the Foundation, this amendment will be effective November 1, 2020.
Amend section 3.02 (Qualifications) by adding the following italic text:
Foundation funds should not be used to pay for membership. Foundation paid memberships of any class, from any funding source including conferences, chapters, projects, donations, etc, shall not constitute paid membership nor possess voting rights. Martin Knobloch motions, Vandana Verma seconds.
In Favor: 7 (Martin Knobloch, Richard Greenberg, Owen Pendlebury, Grant Ongers, Vandana Verma, Gary Robinson and Sherif Mansour).
7-0
Previous Doodle: https://doodle.com/poll/ua8s8qbehwcumb44 (now invalid).

2020-08-25
It is resolved that after technical issues cut short the Special Meeting before adjournment, the Board motions that the Special Board Meeting of August 11, 2020 is formally adjourned. Owen Pendlebury motions, Sherif Mansour seconds.
In Favor: 6 (Grant Ongers, Vandana Verma, Gary Robinson, Richard Greenberg, Owen Pendlebury and Sherif Mansour) Abstain: 1 (Martin Knobloch).
6-0.

2020-08-25
It is resolved that in light of the uncertainties around the COVID pandemic, the Foundation is authorized to make best efforts to postpone to 2022 or cancel the contract under force majeure the Dublin event booking, for the least fees possible. If the Dublin event is postponed to 2022, Berlin will become the 2023 location for an EU based Global AppSec. A replacement virtual event may be authorized by the Board after the conclusion of the October 2020 AppSec Days Virtual event, depending on financial performance. Owen Pendlebury motions, Sherif Mansour seconds..
In Favor: 7 (Gary Robinson, Vandana Verma, Martin Knobloch, Richard Greenberg, Owen Pendlebury, Grant Ongers and Sherif Mansour).
7-0.

2020-08-25
It is resolved that the OWASP Board affirms that they have previously signed, and will again review and recommit to the requirements laid out in the OWASP Board Code of Conduct, including all sections: Code of Conduct, Board Conduct with One Another, Board Conduct with Staff, and Board Conduct with the public., Board Conduct with other organizations, Sanctions, Principles of Proper Conduct, and Checklist for Monitoring Conduct. Grant Ongers motions, Owen Pendlebury seconds.
In Favor: 7 (Martin Knobloch, Owen Pendlebury, Gary Robinson, Richard Greenberg, Grant Ongers, Vandana Verma and Sherif Mansour).
7-0.

2020-08-11
It is resolved that the motion text from e-Vote Motion (3) section 3.02 be changed from:
An individual is limited to four (4) consecutive two (2) year terms effective January 1, 2014.
to be:
An individual is limited to four (4) elected two-year (2) terms effective January 1, 2014. Each director must be elected as prescribed in the election policy and procedure. An individual is limited to no more than two (2) two-year (2) terms in a ten (10) year period.
Section 2.02 should be updated to mirror this change. Owen Pendlebury motions, Vandana Verma seconds
Reference: https://owasp.org/assets/legal/bylaws#section-302-number-tenure-and-qualifications.
In Favor: 6 (Sherif Mansour, Grant Ongers, Gary Robinson, Vandana Verma, Richard Greenberg and Owen Pendlebury).
6-0
As per the Compliance Committee recommendation, Martin's proxy vote has been removed.

2020-08-11
It is resolved that the passed motion on conflicts of interest will contain the following clarifications. The replacement section will now read:
At the time of their election, to qualify to stand, candidates must hold an Individual membership, Lifetime membership, or hold a valid Honorary Membership. This membership must have been in place for a 12 month period prior to the date of the election. Owen Pendlebury motions, Vandana Verma seconds.
In Favor: 5 (Sherif Mansour, Grant Ongers, Gary Robinson, Vandana Verma and Owen Pendlebury) Against: 1 (Richard Greenberg).
5-1
**As per the Compliance Committee recommendation, Martin's proxy vote has been removed**.

2020-08-11
It is resolved the passed motion on grace periods will contain the following clarifications. The replacement section will now read:
SECTION 3.14 Good standing grace period
Directors and Candidates for the Board who have lapses in good standing have a grace period of 7 days to renew their membership. Directors or Candidates who fail to obtain paid individual **or lifetime** membership, honorary membership, or renew their previous membership within the permitted grace period will not have maintained good standing for the purposes of election eligibility. Directors may continue to vote on the Board during the grace period. Owen Pendlebury motions, Vandana Verma seconds.
In Favor: 6 (Sherif Mansour, Grant Ongers, Gary Robinson, Vandana Verma, Richard Greenberg and Owen Pendlebury).
6-0
**As per the Compliance Committee recommendation, Martin's proxy vote has been removed**.

2020-08-11

It is resolved that all passed motions on the topic of bylaw changes to address Compliance Committee concerns with eligibility and good standing will take effect on November 1, 2020 unless a date is included in the motion itself. Grant Ongers motions, Owen Pendlebury seconds.
In Favor: 6 (Sherif Mansour, Grant Ongers, Gary Robinson, Vandana Verma, Richard Greenberg and Owen Pendlebury).
6-0
**As per the Compliance Committee recommendation, Martin's proxy vote has been removed**.

2020-08-11

It is resolved to amend the Vacancy provisions in the OWASP bylaws to address the Compliance Committee report recommendation to 'clarify' that Directors that exit their term prematurely have served a two-year term for the purposes of term limits, and Directors that serve a partial term to fill a vacancy have not served a two-year term for the purposes of term limits. This motion will take effect November 1, 2020.
This motion replaces section 2.05 and 3.10 with the following text. The italic text is new.

SECTION 2.05 Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
If a Director creates a Vacancy, such as being removed or resigned, the entire term is considered served for that Member for the purposes of term limits.

SECTION 3.10 Vacancies
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors unless otherwise provided by law. If there is an equal number of affirmative and negative votes then the ultimate determination shall be made by the then­ sitting Chairman of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the Directors.
Appointed Directors filling a vacancy shall not have this partial term counted against term limits.

Subsidiary Motion: It is resolved to amend the vacancy appointment bylaws in section 3.10 to prevent multiple appointments to get around term limits, by adding to the end of the main amendment the following text:
Members can only be appointed to fill a vacancy once every ten years to prevent bypassing term limits: to section 3.10. Grant Ongers motions, Owen Pendlebury seconds
Previous Doodle: https://doodle.com/poll/scpmxy6vpixf5693 (now invalid).
In Favor: 5 (Sherif Mansour, Grant Ongers, Gary Robinson, Vandana Verma and Owen Pendlebury) Against: 1 (Richard Greenberg).
5-1
**As per the Compliance Committee recommendation, Martin's proxy vote has been removed**.

2020-08-11
It is resolved to allow Richard Greenberg a one-time exception due to the circumstances of his eligibility and membership to allow him to run for the board in 2020. Richard Greenberg motions, Grant Ongers second.
In Favor: 4 (Grant Ongers, Gary Robinson, Vandana Verma and Richard Greenberg) Against: 2 (Sherif Mansour and Owen Pendlebury).
4-2
**As per the Compliance Committee recommendation, Martin's proxy vote has been removed**.

2020-08-05
E-Vote (1): It is resolved that any member whose membership lapsed due to issues with the membership management system, but who otherwise fulfils the requirements to stand for the Board, should be granted exemption from the 'paid' component of the 'in good standing' clause for eligibility so long as they can show evidence of having made a reasonable attempt to maintain continuous membership. Evidence of having made a reasonable attempt to maintain continuous membership would involve: an email trail between the member and the Foundation's staff showing an honest attempt to pay for one's membership through acceptable means; evidence of a failed transaction to the OWASP account; or evidence of a credit to a member's membership belatedly applied by the Foundation. Should there be any doubt as the validity of the claim a majority vote of the Board will decide the outcome on a case-by-case basis.
Grant Ongers motions, Owen Pendlebury seconds
e-Vote here: https://doodle.com/poll/7v33363xe2x6s2t9.
Passes: 5-1.
In Favor: 5 (Owen Pendlebury, Gary Robinson, Grant Ongers, Vandana Verma and Richard Greenberg) Against: 1 (Sherif Mansour).

2020-08-05
E-Vote (2): It is resolved to address the Compliance Committee's recommendation that a grace period of 7 days be established in relation to good standing. Additionally, this should apply to both Candidates and Directors. Additionally, Directors should be permitted to hold all functions of the Board per their duties during the grace period. This motion will go into effect on November 1, 2020.Add a new section to section 3, including the following italic text: SECTION 3.14 Good standing grace period Directors and Candidates for the Board who have lapses in good standing have a grace period of 7 days to renew their membership. Directors or Candidates who fail to obtain paid individual membership, honorary membership, or renew their previous membership within the permitted grace period will not have maintained good standing for the purposes of election eligibility. Directors may continue to vote on the Board during the grace period. Owen Pendlebury moitons, Grant Ongers seconds e-vote Doodle: https://doodle.com/poll/4m8szax7nqnz6539 Discussion: https://groups.google.com/u/3/a/owasp.org/g/global-board/c/yjFSwoi6xK0/m/E19CNN9pBAAJ.
Passes: 7-0.
In Favor: 7 (Owen Pendlebury, Sherif Mansour, Gary Robinson, Martin Knobloch, Grant Ongers, Vandana Verma and Richard Greenberg).

2000-08-05
E-Vote (3): It is resolved that the OWASP bylaws be amended to address the Compliance Committee recommendation that Directors are responsible for maintaining their membership in good standing throughout their term. This motion would come into effect on November 1, 2020.
Amend section 3.02 as follows (adding the italic text):
SECTION 3.02 Number, Tenure, and Qualifications
The number of directors of the Foundation shall be no less than five and no more than seven. Each director shall hold office for two years unless duly removed. An individual is limited to four (4) consecutive two (2) year terms effective January 1, 2014. Each director must be elected as prescribed in the election policy and procedure.Directors are responsible for maintaining their membership in good standing for the duration of their term. (NB: This motion has inccorrect text of the existing bylaw. See below to correct it to the current bylaw text. ajv)
e-vote Doodle: https://doodle.com/poll/9duhfhfyuck95327
Discussion: https://groups.google.com/u/3/a/owasp.org/g/global-board/c/Mzqc6iLyxO0/m/9NltFwQoBAAJ Owen Pendlebury motions, Grant Ongers seconds.
Passes: 7-0.
In Favor: 7 (Owen Pendlebury, Sherif Mansour, Gary Robinson, Martin Knobloch, Grant Ongers, Vandana Verma and Richard Greenberg).

2020-08-05
E-Vote (4): It is resolved to address the Compliance Committee's recommendation that Directors must maintain their membership over the previous 12 months, to take effect November 1, 2020. The Board also directs Foundation staff to update the Board of Directors Commitment Agreement with the same qualifications as the final amended Section 3.02, and lastly, to document and test a procedure to ensure that approved bylaw and policy amendments are updated within 30 days of Board approval.
Amend section 3.02 (Qualifications) by adding the following italic text:
A Director or Candidate for the Board shall have maintained continuous membership in good standing over the previous 12 months, notwithstanding any grace periods established in these bylaws. Owen Pendlebury motions, Grant Ongers seconds
e-vote Doodle can be found here: https://doodle.com/poll/nr4cqb36tupiupf8
Discussion here: https://groups.google.com/u/3/a/owasp.org/g/global-board/c/xr-3gVw2q30/m/vZHxXfsPBAAJ.
Passes: 6-0.
6 (Owen Pendlebury, Sherif Mansour, Martin Knobloch, Grant Ongers, Vandana Verma and Richard Greenberg) Abstain: 1 (Gary Robinson).

2020-08-05
E-Vote (5): It is resolved that the bylaws be amended to address the Compliance Committee's recommendation to avoid conflicts of interest, perceived or actual that Directors must have paid for their own membership. Additionally to the recommendation, this motion incorporates Honorary Members as a qualifying member class. This amendment would come into effect November 1, 2020.
Amend section 3.02 (Qualifications) by adding the italic text:
At the time of their election, to qualify as a candidate or re-election, Directors must have paid for their own Individual or Lifetime membership, or hold a valid Honorary Membership. Owen Pendlebury motions, Grant Ongers seconds
e-vote Doodle: https://doodle.com/poll/n29tyuikem4eq9bt Discussion: https://groups.google.com/u/3/a/owasp.org/g/global-board/c/CpdBeLPcpO4/m/cBn5TG9sBAAJ.
Passes: 6-1.
In Favor: 6 (Owen Pendlebury, Sherif Mansour, Gary Robinson, Martin Knobloch, Grant Ongers and Vandana Verma) Against: 1 (Richard Greenberg).

2020-07-28
Approve the OWASP Educational Committee, Grant Ongers motioned, Owen Pendlebury seconds. Passes: 7-0. In Favor: 7 (Martin Knobloch, Vandana Verma, Gary Robinson, Sherif Mansour, Grant Ongers, Richard Greenberg and Owen Pendlebury).

2020-07-28
To cancel the August 2020 Board Meeting. Martin Knobloch motions, Owen Pendlebury seconds. Not Passed: 6-1. Against: 6 (Vandana Verma, Gary Robinson, Sherif Mansour, Grant Ongers, Richard Greenberg and Owen Pendlebury) 1 Yes (Martin Knobloch).

2020-07-17
I motion that the bylaws be updated to permit and detail the governance of the reinstatement process, as follows: Section 4.03a Resumption of Terminated Membership and Activities The Board of Directors, by the affirmative vote of two-thirds of all members of the Board, may reinstate a Terminated Member to permit full participation in all OWASP activities, chapters, projects, events, committees, and duties, including OWASP Leadership and paid membership. (Martin Knobloch motions, Grant Ongers seconds). Passes: 5-0. In Favor: 5 (Owen Pendlebury, Sherif Mansour, Gary Robinson, Martin Knobloch and Grant Ongers)..

2020-07-17
I motion that Christian Heinrich of Sydney, Australia is again permitted to participate in all OWASP activities and paid membership, subject to OWASP's bylaws, policies, procedures, and OWASP's Code of Conduct and Code of Ethics. (Martin Knobloch motions and Grant Ongers seconds). Passes: 6-0. In Favor: 6 (Owen Pendlebury, Sherif Mansour, Gary Robinson, Martin Knobloch, Grant Ongers and Vandana Verma).

2020-07-17
I motion as a subsidiary motion that the Board nominates Sherif Mansour to the Linux Foundation's future entity Board for a period of no more than 12 months, to be succeeded by OWASP's Technology and Projects Director, upon Sherif Mansour stepping down or at the end of the 12 months, whichever comes first.. Passes: 4-1-1. In Favor: 4 Yes (Owen Pendlebury, Sherif Mansour, Grant Ongers and Vandana Verma) 1 No (Martin Knobloch) and 1 Abstain (Gary Robinson).

2020-07-16
I motion that OWASP directs the Executive Director to join the Linux Foundation as an Association Member.. Passes: 5-0. In Favor: 5 (Owen Pendlebury, Sherif Mansour, Vandana Verma, Martin Knobloch and Grant Ongers).

2020-07-15
I motion that in light of a July 30th deadline to cancel the AppSec San Francisco hotel contract, that the OWASP Foundation shall direct Foundation staff to enter into negotiations and cancel the contract prior to July 30. There could be a $16k cancellation fee, which might be waived prior to July 30 due to force Majeure provisions and I motion a subsidiary motion that directs staff to make the Global AppSec SF event a full virtual event to be held at the same time, within the 2020 Budget Model Z parameters, authorizing staff to enter into contracts for virtual platforms and services, establishing and marketing new virtual event and corporate sponsorship packages, and a transition model for the existing event and corporate sponsors, and other necessary changes to achieve a full virtual event. (Owen Pendlebury motions, Grant Ongers seconds). Passes: 5-0. In Favor: 5 (Owen Pendlebury, Sherif Mansour, Gary Robinson, Martin Knobloch and Grant Ongers).

2020-06-23
to form a Chapter Committee based on the information Sam Stepanyan provided . Owen Pendlebury motions, Richard Greenberg seconds. (Potential Committee Members - staff to review eligibility Sam Stepanyan, Avi Douglen, Justin Ferguson, Kyle Smith, Vlad Styran, Anant Shrivastava, John DiLeo, Haral Tsitsivas, Azzeddine Ramrami, Vandana Verma). Passes: 7-0. In Favor: 7 (Martin Knobloch, Gary Robinson, Richard Greenberg, Vandana Verma, Sherif Mansour, Grant Ongers and Owen Pendlebury)..

2020-06-23
Approve the Community Review Process. Grant Ongers motions and Vandana Verma second. Passes: 7-0. In Favor: 7 (Martin Knobloch, Gary Robinson, Richard Greenberg, Vandana Verma, Sherif Mansour, Grant Ongers and Owen Pendlebury)..

2020-06-23
In accordance with Section 4.02 of the OWASP Foundation Bylaws, the Board of Directors hereby grants a one year Honorary Membership effective today to Chetan and Walter Martín Villalba for having provided a benefit to the organization deserving of membership. Owen Pendlebury motions, Richard Greenberg second.. Passes: 5-0. In Favor: 5 (Martin Knobloch, Gary Robinson, Richard Greenberg, Vandana Verma and Sherif Mansour -- Grant Ongers and Owen Pendlebury abstained.).

2020-05-27
To protect the personal safety of our community and Members during global pandemics, the OWASP Foundation and its leaders are permitted to gather or meet in-person only when in compliance with local government restrictions. Furthermore, the community is encouraged to host virtual meetings until such time when in-person gatherings are permitted.. Passes: 7-0. In Favor: 7 (Martin Knobloch, Vandana Verma, Sherif Mansour, Richard Greenberg, Grant Ongers, Gary Robinson and Owen Pendlebury).

2020-04-28
to authorize the Executive Director, exercising all necessary due diligence and care, as individually authorized to obligate the funds of the OWASP Foundation (OWASP), to execute agreements reflecting those obligations, and to further delegate this authority as deemed appropriate, for the purpose of organizing and hosting both: (a) Global AppSec in Berlin on or before May 15, 2022 with a total expense budget not to exceed 825,000 EUROS and (b) Global AppSec in San Francisco on or before November 1, 2021 with a total expense budget not to exceed $975,000. (Owen Pendlebury moitions, Richard Greenberg seconds).. Passes: 7-0. In Favor: 7 (Gary Robinson, Martin Knobloch, Grant Ongers, Sherif Mansour, Vandana Verma, Richard Greenberg and Owen Pendlebury).

2020-04-28
Approve revised 2020 Budget Plan Model Z, in response to COVID-19 uncertain negative impact on finances of the Foundation.. Passes: 7-0. In Favor: 7 (Gary Robinson, Martin Knobloch, Sherif Mansour, Richard Greenberg, Grant Ongers, Vandana Verma and Owen Pendlebury).

2020-03-24
Approve the Signatory Policy Version 2. (Owen Pendlebury motions, Martin Knobloch seconds). Passes: 7-0. In Favor: 7 (Grant Ongers, Martin Knobloch, Richard Greenberg, Gary Robinson, Vandana Verma, Sherif Mansour and Owen Pendlebury).

2020-03-16
Resolved that the AppSec California 2020 event organizing team can, at their sole discretion, pay individual membership dues for any paid attendee of AppSec California 2020. Funds shall be deducted from internal accounting event profits. Names shall be provided to staff no later than March 31, 2020.. Passes: 4-0. In Favor: 4 (Vandana Verma, Owen Pendlebury, Grant Ongers and Sherif Mansour).

2020-03-12
To postone the Global AppSec Conference in Dublin to the week of February 15, 2021.. Passes: 4-0. In Favor: 4 (Martin Knobloch, Gary Robinson, Grant Ongers and Owen Pendlebury).

2020-02-18
To approved 2020 Operating Plan excluding mission statement.. Passes: 7-0.

2020-02-16
To approve the Outreach Committee. Passes: 4-0. In Favor: 4 (Vandana Verma, Grant Ongers, Owen Pendlebury and Richard Greenberg).

2020-01-21
To approve the 2020 Budget. Passes: 6-0. In Favor: 6 (Owen Pendlebury, Sherif Mansour, Grant Ongers, Martin Knobloch, Richard Greenberg, Vandana Verma), Abstain: Gary Robinson.

2020-01-21
Motion to modify treatment of Restricted Gifts. Restricted gifts are subject to a 15% administration and processing discount. Unspent Restricted gift balances become unrestricted at the end of each calendar year.. Passes 7-0 unanimous.

2020-01-21
Motion to authorize the Executive Director, exercising all necessary due diligence and care, as individually authorized to obligate the funds of the OWASP Foundation (OWASP), to execute agreements reflecting those obligations, and to further delegate this authority as deemed appropriate, for the purpose of organizing and hosting a Global AppSec in Berlin on or before June 10, 2021 with a total expense budget not to exceed 565,000 EUROS.. Passes 7-0 unanimous.

2019-12-17
Resolved that One-Year Individual Membership regional pricing will be $20 per year for residents of bottom 50% of Adjusted net national income per capita (current US$) countries. https://data.worldbank.org/indicator/NY.ADJ.NNTY.PC.CD. Passes: 4-0. In Favor: 4 (Ofer Maor, Richard Greenberg, Chenxi Wang, and Martin Knobloch) Against: 0.

2019-09-25
Motion: beginning January 1, 2020 the Foundation has decided to change the profit splits of the Global AppSec events. The split will be no less than 90% to the Foundation and no more than 10% to local Chapters. The Chapter will have the option to give the funds back to the Foundation or the Community Fund. If there is no current active Chapter in the area the full 100% will be given to the Foundation. Ofer Maor motions, Richard Greenberg seconds. Passes: 6-0. In Favor: 6 (Ofer Maor, Owen Pendlebury, Richard Greenberg, Gary Robinson, Sherif Mansour and Chenxi Wang) Against: 0, Abstained: 1 (Martin Knobloch).

2019-09-25
Motion: the Board will have two face to face meetings each calendar year which will be held in conjunction with the Global AppSec events. Ofer Maor motions, Owen Penblebury seconds. Passes: 7-0. In Favor: 7 (Ofer Maor, Owen Pendlebury, Richard Greenberg, Gary Robinson, Sherif Mansour, Chenxi Wang and Martin Knobloch) Against: 0.

2019-09-25
Motion: the Board is to have a 4 hour video conference call in January each year in order to onboard new members, set strategy and assign Board Member roles. Ofer Maor motions, Owen Pendblebury seconds.. Passes: 6-1. In Favor: 6-1 (Ofer Maor, Richard Greenberg, Gary Robinson, Chenxi Wang, Owen Pendlebury and Martin Knobloch) Against: 1 (Sherif Mansour).

2019-07-16
Motion: OWASP Foundation annual Corporate Member Dues be set according to the yearly revenue of the member at $25,000 for organizations greater than $100 Million USD, $15,000 for organizations between $50 Million and $100 Million USD and $5,000 for all others. Up to a $2,500 USD of Corporate Membership Dues can be credited to a Corporate Sponsorship. This change is effective August 1, 2019. Richard Greenberg motions, Ofer Maor seconds. Passes: 5-0. In Favor: 5 (Richard Greenberg, Owen Pendlebury, Gary Robinson, Martin Knobloch and Ofer Maor) Against: 0.

2019-07-16
Motion: OWASP Foundation no longer attribute $500 to each newly formed Chapter budget while financially supporting their fair and reasonable expenses. Martin Knobloch motions, Richard Greenberg seconds. Passes: 5-0. In Favor: 5 (Richard Greenberg, Gary Robinson, Martin Knobloch, Owen Pendlebury and Ofer Maor) Against: 0.

2019-04-29
Motion: Implement an Attributed Giving Policy that restricts donations and membership dues splits to gifts $1,000 and above. Anything less than $1,000 will have not opportunity to allocate. Anything over $1,000 will have the option to allocate. Martin Knobloch motions and Owen Pendlebury seconds.. Passes: 6-0. In Favor: 6 (Chenxi Wang, Gary Robinson, Owen Pendlebury, Richard Greenberg, Sherif Mansour and Martin Knobloch) Against: 0.

2019-03-18
Motion: to approve the 2019 Budget with stipulation to P&L - line item for trademark from $75k to $40k. Martin Knobloch motions and Sherif Mansour seconds. Passes: 7-0. In Favor: 7 (Chenxi Wang, Gary Robinson, Ofer Maor, Owen Pendlebury, Richard Greenberg, Sherif Mansour and Martin Knobloch} Against: 0.

2019-02-18
Motion: to enable the Interim Executive Director to proceed with the registered trademarks effort with a cap of $75k and to look for another lower offer and for lawyers in Europe. Exclude United Kingdom if the cost will not be more to add it later and exclude an extensive search. (Martin Knobloch motions, Owen Pendlebury seconds).. Passes: 6-0. In Favor: 6 (Gary Robinson, Richard Greenberg, Chenxi Wang, Martin Knobloch, Owen Pendlebury and Sherif Mansour) Against: 0 (Ofer Maor - abstained).

2019-02-18
Motion: To give the Interim Executive Director the same signatory authority as the Executive Director. Martin Knobloch motions, Owen Pendlebury seconds.. Passes: 7-0. In Favor: 7 (Gary Robinson, Ofer Maor, Owen Pendlebury, Richard Greenberg, Sherif Mansour, Martin Knobloch and Chenxi Wang) Against: 0.

2019-01-23
Motion: To have a face to face Board meeting in Amsterdam, Martin Knobloch motions, Owen Pendlebury seconds. Passes: 7-0. In Favor: 7 (Martin Knobloch, Owen Pendlebury, Sherif Mansour, Ofer Maor, Richard Greenberg, Gary Robinson and Chenxi Wang) Against: 0.

2019-01-23
Motion: To have a face to face Board Meeting in Las Vegas (during Blackhat- Monday and Tuesday), Martin Knobloch motions, Owen Pendlebury seconds. Passes: 7-0. In Favor: 7 (Martin Knobloch, Owen Pendlebury, Sherif Mansour, Ofer Maor, Richard Greenberg, Gary Robinson and Chenxi Wang) Against: 0.

2019-01-23
Motion: Martin Knobloch as Board Chairperson, Martin Knobloch motions, Owen Pendlebury seconds. Passes: 7-0. In Favor: 7 (Martin Knobloch, Owen Pendlebury, Sherif Mansour, Ofer Maor, Richard Greenberg, Gary Robinson and Chenxi Wang) Against: 0.

2019-01-23
Motion: Nominated Owen Pendlebury and Richard Greenberg as Board Vice Chairperson, Martin Knobloch motions, Chenxi Wang seconds. In Favor of Owen Pendlebury: 5 (Martin Knobloch, Owen Pendlebury, Sherif Mansour, Ofer Maor and Gary Robinson), In Favor of Richard Greenberg: 1 (Chenxi Wang, Richard Greenberg abstained)..

2019-01-23
Motion: Nominated Sherif Mansour as Board Treasurer, Martin Knobloch motions, Owen Pendlebury seconds. Passes: 7-0. In Favor: 7 (Martin Knobloch, Owen Pendlebury, Sherif Mansour, Ofer Maor, Richard Greenberg, Gary Robinson and Chenxi Wang) Against: 0.

2019-01-23
Motion: Ofer Maor as Board Secretary, Martin Knobloch motions, Gary Robinson seconds. Passes: 7-0. In Favor: 7 (Martin Knobloch, Owen Pendlebury, Sherif Mansour, Ofer Maor, Richard Greenberg, Gary Robinson and Chenxi Wang) Against: 0.

2018-12-19
Motion: To approve an updated Committee 2.0, Owen Pendlebury motions, Martin Knobloch seconds. Passes: 7-0. In Favor: 7 (Martin Knobloch, Sherif Mansour, Chenxi Wang, Andrew van der Stock, Owen Pendlebury and Greg Anderson) Against: 0.

2018-12-19
Motion: To have a high level approach to the annual Chapter/Projects funding requests, the detailed approach to be worked out at a later date. Sherif Mansour motions, Martin Knobloch seconds. Passes: 5-1. In Favor: 5 (Andrew van der Stock, Greg Anderson, Owen , Owen Pendlebury, Chenxi Wang and Sherif Mansour) Against: Matt Konda (Martin Knobloch abstain).

2018-12-19
Motion: To have Ofer Maor replaced Greg Anderson, who is stepping down. Owen Pendlebury motions, Martin Knobloch seconds.. Passes: 6-0. In Favor: 6 (Andrew van der Stock, Chenxi Wang, Matt Konda, Owen Pendlebury, Sherif Mansour and Martin Knobloch) Against: 0.

2018-12-19
Motion: Do we want to include Global in the name of the AppSec Conferences. Martin Knobloch motions, Greg Anderson seconds.. Passes: 4-2. In Favor: 4 (Andrew van der Stock, Chenxi Wang, Owen Pendlebury and Martin Knobloch) Against: 2 (Greg Anderson and Matt Konda - Martin Knobloch abstain).

2018-11-21
Motion: To approved the Compliance Committee Charter, Greg Anderson motions, Andrew van der Stock seconds. Passes: 6-1. In Favor: 6 (Andrew van der Stock, Greg Anderson, Martin Knobloch, Sherif Mansour, Owen Pendlebury and Chenxi Wang) Against: 1 (Matt Konda).

2018-10-10
Motion: Sherif Mansour to replace Andrew van der Stock as Treasurer, Owen Pendlebury seconds.. Passes: 7-0. In Favvor: 7 (Martin Knobloch, Sherif Mansour, Andrew van der Stock, Matt Konda, Owen Pendlebury, Greg Anderson and Chenxi Wang) Against: 0.

2018-07-04
Motion: To hold a Global Event in Tel Aviv, Israel in 2019. Sherif Mansour motions, Andrew van der stock seconds.. Passes: 7-0. In Favor: 6 (Sherif Mansour, Martin Knobloch, Andrew van der Stock, Chenxi Wang, Greg Anderson, Owen Pendlebury and Matt Konda). Against: 0.

2018-07-04
Motion: To have at least three Global Events per year, strive for four. Sherif Mansour motions, Martin Knobloch seconds.. Passes: 6-0. In Favor: 5 (Sherif Mansour, Martin Knobloch, Andrew van der Stock, Chenxi Wang, Greg Anderson and Owen Pendlebury). Against: 0.

2018-05-02
Motion: To approve the 2018 Budget. Martin Knobloch motions, Andrew van der Stock seconds. Passes: 6-0. In Favor: 6 (Martin Knobloch, Matt Konda, Greg Anderson, Owen Pendlebury, Sherif Mansour, Andrew van der Stock (Sherif Mansour was proxy for Andrew van der Stock) Against: 0.

2018-03-07
Motion: is that Andrew can contact SafeCode.org and discuss possibility of collaboration. Sherif Mansour motions, Martin Knobloch seconds. Passes - 6-0. In Favor: 6 (Martin Knobloch, Matt Konda, Greg Anderson, Owen Pendlebury, Sherif Mansour, Andrew van der Stock (Sherif Mansour was proxy for Andrew van der Stock) Against: 0.

2018-03-07
Motion: to have staff look into establishing a service catalog, Sherif Mansour motions, Martin Knobloch seconds. Passes: 6-0. In Favor: 6 (Martin Knobloch, Matt Konda, Greg Anderson, Owen Pendlebury, Sherif Mansour and Andrew van der Stock) Against: 0.

2018-01-24
Motion: to approved 2018 Board of Directors Positions - Martin Knobloch, Chairman - Chenxi Wang - Vice Chairman, Andrew van der Stock - Treasurer, Owen Pendlebury - Secretary, Matt Konda - Member at Large, Greg Anderson - Member at Large and Sherif Mansour - Member at Large. Passes: 7-0. In Favor: 7 (Martin Knobloch, Chenxi Wang, Andrew van der Stock, Owen Pendlebury, Matt Konda, Greg Anderson and Sherif Mansour) Against: 0.

2017-12-06
Motion: Board recognizes that there are significant issues with the AppSec EU event and empowers our new Executive Director to review and whether it is still the best location for the event and determine if the event needs to move elsewhere. Josh Sokol motions, Matt Konda seconds). Passes: 7-0. In Favor: 7 (Josh Sokol, Matt Konda, Martin Knobloch, Michael Coates, Tobias Gondrom, Andrew van der Stock and Tom Brennan) Against: 0.

2017-09-19
Motion: Clarification/modification of change approved in the August 9th Board Meeting to handle minor payables. Josh Sokol motions, Matt Konda secondsModification: The original proposal removed the board approval from specific types of reimbursements and payables. However, the intent of the change (streamlining payments) was blocked by the need for board members (Chairman or Treasurer) to 'release' the funds from the US bank account. The proposed modification would allow for the release of funds from the US bank for any of the specific reimbursement categories below. As we are currently doing, the details of all payables will be sent to the board during the bi-monthly payment batches so the board is apprised of all payables regardless of the categories below.. Passes: 6-0. In Favor: 6 (Tom Brennan, Michael Coates, Josh Sokol, Martin Knobloch, Andrew van der Stock and Matt Konda) Against: 0.

2017-09-19
Motion: to zero out all Chapter and Project negative budget balances. Andrew van der Stock motions, Martin Knobloch seconds. Passes: 4-2. In Favor: 4 (Martin Knobloch, Andrew van der Stock, Josh Sokol and Michael Coates) Against: 2 (Tom Brennan and Matt Konda).

2017-09-19
Motion: All OWASP Summits are to be attached to an AppSec event and managed as a global event. Tom Brennan motions, Andrew van der Stock, seconds.. Pass: 5-1. In Favor: 5 (Tom Brennan, Andrew van der Stock, Michael Coates, Josh Sokol and Matt Konda) Against: 1 (Martin Knobloch).

2017-08-09
Motion: to adjust approval processes to meet operational needs as outlined below: Remove board approval for any expense that meets any one of the criteria below--Reimbursement from chapter/project funds which have a sufficient balance capped at $10k -- Routine expenses who already have budget allocated e.x. Mobile phone bill capped at $10k -- Expenses under $10k which O&A Committee have approved and are already budgeted -- Payroll expenses that are the same as the past month’s salary (e.g. same as always) since for salaried staff, payroll expense is fixed and for hourly staff, hours will be approved by Matt Tesauro -- Treasurer will review all salary payments on at least a quarterly basis -- Board must approve any changes to payroll outside the above conditions.. Pass: 4-0. In Favor: 4 (Andrew van der Stock, Tom Brennan, Tobias Gondrom and Matt Konda) Against: 0.

2017-08-09
Motion: to appoint Josh Sokol as Vice Chairman of the Boards of Directors. Tobias Gondrom motions and Andrew van der Stocks seconds. Pass: 4-0. In Favor: 4 (Andrew van der Stock, Tom Brennan, Tobias Gondrom, Matt Konda) Against: 0.

2017-07-05
Motion: to approve the amendment to the Virtual, Inc. accounting agreement, which includes running accounts payables bi-monthly. Matt Konda motions, Tobias Gondrom seconds. Pass: 4-0. In Favor: 4 (Tobias Gondrom, Martin Knobloch, Michael Coates, Matt Konda) Abstain: 1 (Josh Sokol).

2017-06-07
Motion: to revise Section 3.02 to the OWASP bylaws to read as follows: MOTION: Revise Section 3.02 to read:The number of directors of the Foundation shall be no less than five and no more than seven. Each director shall hold office for two years unless duly removed. *An individual is limited to no more than two (2) terms in any ten year period.* Each director must be elected as prescribed in the election policy and procedure. Josh Sokol motions, Tom Brennan seconds. Pass: 6-0. In Favor: 6 (Andrew van der Stock, Tom Brennan, Josh Sokol, Michael Coates, Tobias Gondrom, Matt Konda, Martin Knobloch - Shadow Vote) Against: 0.

2017-06-07
Motion: to approve $6,000 to the Mentor Initiative via the Mentor Committee. Matt Konda motions, Tom Brennan seconds. Pass: 5-0. In Favor: (Andrew van der Stock, Josh Sokol, Michael Coates, Tobias Gondrom, Matt Konda, Martin Knobloch - Shadow Vote) Abstain: Tom Brennan.

2017-05-19
Motion: I move that the Board fills the casual Board of Directors vacancy created by Johanna Curiel's resignation, by appointing Martin Knobloch as a Director through to the end of Johanna's term (December 31, 2018), effective as soon as the standard Board induction training is complete. Andrew van der Stock motioned, Tom Brennan seconds. Pass: 6-0. In Favor: 6 (Josh Sokol, Andrew van der Stock, Tom Brennan, Michael Coates, Tobias Gondrom, Matt Konda) Against: 0.

2017-05-16
Allow the organisers of the Summit to spend up to $50k USD using funds allocated from the original $150k seed allocation to fund OWASP staff attendance and other activities as set set out in emails to the Board and in the Summit Budget. 2. Cost to OWASP - up to $50k USD. Organisers will continue to work with OWASP staff to ensure that sponsorships and income is booked through the Foundation, as the event will likely make a loss. The Board requests the Summit organizers to minimise spending on necessary items and aim for break even, to ensure as minimal a loss as possible. However, the Board should be under no illusions that the event will break even, and will likely make a loss of up to $50k. 3. Debrief. Once all bills are paid and certainly before AppSec USA, the Board must have a one hour debrief with OWASP's Event Manager and the Summit organisers to determine if OWASP will ever do such an event again, what changes need to be made (regional / global, location, timing, funding, marketing, media, etc), objectives hit, and lessons learned. Andrew van der Stock motions, Josh Sokol seconds. Passes: 6-0. In Favor: 6 (Matt Konda, Andrew van der Stock, Josh Sokol, Michael Coates, Tobias Gondrom, Tom Brennan) Against: 0.

2017-05-09
Motion: - to update Section 3.03 of the OWASP ByLaws to read:... Attendance in person or virtually by board members is required at no less than 75% of the total meetings each year and shall be highly encouraged to meet in person at least once annually at a date to be announced and agreed upon. To be considered as 'attended', the board member must attend at least 90% of the meeting, starting at the published scheduled time until the published end time or the meeting is adjourned (whichever is earlier). Attendance is tabulated by the Executive Director or delegate within seven days after every scheduled meeting for the purpose of determining if the 75% attendance requirement has been met, and the tabulation is based upon the entire calendar year. … Josh Sokol motioned, Michael Coates seconds. Pass: 7-0. In Favor: 7 (Matt Konda, Tom Brennan, Andrew van der Stock, Johanna Curiel, Michael Coates, Tobias Gondrom, Josh Sokol) Against: 0.

2017-05-09
Motion: Board supports the intent to migrate to a centralized foundation remodel for AppSec USA and request that the staff submit a formal budget, timeline and resources for review and approval by July 2017. Matt Konda motioned, Tobias Gondrom seconds. Pass: 7-0. In Favor: 7 (Matt Konda, Michael Coates, Tom Brennan, Tobias Gondrom, Andrew van der Stock, Josh Sokol, Johanna Curiel) Against: 0.

2017-05-09
Motion: To table request for an additional $85,000 for the OWASP Summit, based on the request for additional information. Josh Sokol motions, Tobias Gondrom seconds. Passes: 6-0. In Favor: 6 (Matt Konda, Andrew van der Stock, Tom Brennan, Michael Coates, Josh Sokol, Tobias Gondrom) Against: 0.

2017-03-22
Motion: To approve the current budget (Version 8) adding a line item for the Strategic Goal of Global Training for $80,000 and to have Laura enforce the proposed profit targets for all conferences. Matt Konda motions, Tom Brennan seconds. Passes: 4-1. In Favor: 4 (Michael Coates, Josh Sokol, Johanna Curiel and Matt Konda) Abstain: 1 (Tom Brennan).

2017-03-22
Motion: To table the discussion on line items indicating monies already allocated for Chapters and/or Projects. Michael Coates motioned, Tom Brennan seconds. Pass: 3-2. In Favor: 3 (Matt Konda, Michael Coates and Johanna Curiel) Against: 2 (Josh Sokol and Tom Brennan).

2017-03-08
Motion: To table the Project Funding Incentives until Matt Konda is available to discuss. Tobias Gondrom motioned, Josh Sokol seconds. Pass: 4-0. In Favor: 4 (Tom Brennan, Josh Sokol, Tobias Gondrom and Michael Coates) Against: 0.

2017-03-08
Motion: To approved the $10,000 item on the pending 2017 Budget for Latam Tour, Tom Brennan motioned, Josh Sokol seconds. Pass: 5-0. In Favor: 5 (Johanna Curiel, Josh Sokol, Tobias Gondrom, Michael Coates and Tom Brennan) Against: 0.

2017-03-08
Motion: Meeting to scheduled a special Board Meeting to approve the 2017 Budget. The pending budget will be sent to the Board Members on 3/15/17 and the meeting will be scheduled for 3/22/17. Johanna Curiel motioned, Tobias Gondrom seconds. Pass: 5-0. In Favor: 5 (Josh Sokol, Tobias Gondrom, Tom Brennan, Johanna Curiel and Michael Coates) Against: 0.

2017-02-08
Motion: An update to the bylaws, section 2.02, requesting limits of 2 year term and that board member can only serve for no more than (2) 2 year terms in a 10 year period. Josh Sokol motioned, Michael Coates seconds. Pass: 6-0. In Favor: 6 (Matt Konda, Josh Sokol, Michael Coates, Andrew van der Stock, Johanna Curiel, Tobias Gondrom) Against: 0.

2017-02-08
Motion: Motion to formalize the O&A Committee. Johanna Curiel motioned, Josh Sokol second it.. Pass: 6-0. In Favor: 6 (Matt Konda, Josh Sokol, Michael Coates, Andrew van der Stock, Johanna Curiel, Tobias Gondrom) Against: 0.

2017-02-08
Motion: To assign training as 2017 Strategic Goal. Michael Coates motioned and Josh second it.. Pass: 6-0. In Favor: 6 (Matt Konda, Josh Sokol, Michael Coates, Andrew van der Stock, Johanna Curiel, Tobias Gondrom) Against: 0.

2017-01-11
Motion: Vote for 2017 Board Chairperson. Nominees - Matt Konda, Tom Brennan and Johanna Curiel. Johanna Curiel votes: 0. Matt Konda nominated: 5 votes (Andrew van der Stock, Josh Sokol, Tobias Gondrom, Michael Coates and Matt Konda) Tom Brennan votes: 2 (Tom Brennan and Johanna Curiel).

2017-01-11
Motion: Vote for 2017 Board Vice Chairperson. Nominees - Johanna Curiel and Josh Sokol. Johanna Curiel nominated: 4 votes (Tom Brennan, Johanna Curiel, Andrew van der Stock and Tobias Gondrom), Josh Sokol: 3 votes (Josh Sokol, Michael Coates and Matt Konda). Johanna Curiel nominated: 4 votes (Tom Brennan, Johanna Curiel, Andrew van der Stock and Tobias Gondrom) Josh Sokol: 3 votes (Josh Sokol, Michael Coates and Matt Konda).

2017-01-11
Motion: Vote for 2017 Board Treasurer. Nominees - Andrew van der Stock and Tom Brennan. Andrew van der Stock nominated: 6 votes (Andrew van der Stock, Johanna Curiel, Josh Sokol, Michael Coates, Matt Konda and Tobias Gondrom), Tom Brennan: 1 vote (Tom Brennan). Andrew van der Stock nominated: 6 votes (Andrew van der Stock, Johanna Curiel, Josh Sokol, Michael Coates, Matt Konda and Tobias Gondrom) Tom Brennan: 1 vote (Tom Brennan).

2017-01-11
Motion: Vote for 2017 Board Secretary. Nominee - Tom Brennan. Pass: 7-0. Tom Brennan nominated: 7 votes Against: 0.

2017-01-11
Motion: Approve the Communication Plan as an 2017 Operational Goal. Pass: 6-1. In Favor: 6 (Tom Brennan, Andrew van der Stock, Michael Coates, Tobias Gondrom, Josh Sokol and Matt Konda) Against: 1 (Johanna Curiel).

2016-12-14
Motion: All accounts belonging to active chapters and projects, as defined in the Chapter and Project Handbooks respectively, with balances less than $500, will be brought to $500 beginning January 1, 2017 as long as there are at least two active leaders at that time with at least one being an OWASP member.. Pass: 3-1. In Favor: 3 (Tom Brennan, Josh Sokol and Matt Konda) Against: 1 (Andrew van der Stock).

2016-11-08
Motion: That the Board reaffirms that all Chapters who have two active Chapter Leaders and their account is below a $500 balance that on 1/1/17 their account would be raised to $500 balance.. Pass: Unanimous consent. In Favor: 5 Against: 0.

2016-10-11
Motion: To add two board members from the open source industry to the board to increase outside input into operational process. Tom seconds.. Fail: 4-2. In Favor: 2 (Andrew van der Stock and Johnathan Carter) Against: 4 (Josh Sokol, Matt Konda, Tom Brennan and Tobias Gondrom).

2016-09-21
Motion: To move November 9th meeting to November 10th.. Pass: 6-0. In Favor: Unanimous vote Against: None.

2016-09-21
Motion: To continue conversation on 7 related competitions to catch the flag for students, Tom Brennan motions.. Pass: 5-0. In Favor: Andrew van der Stock, Michael Coates, Josh Sokol, Matt Konda and Tobias Gondrom) Against: None.

2016-08-23
Motion: To move forward with an educational training platform.. Pass: 6-0. In Favor: 6 Against: None.

2016-07-01
Motion: Board to approve meeting minutes from May, 2016. Tobias motions, Tom seconds.. Pass. By Unanimous consent. In Favor: 6 Approved Against: None.

2016-07-01
Motion: Change Global event splits to a 90/10 split Tom motions, Andrew seconds.. Pass. 4-2. In Favor: 4 (Tom Brennan, Tobias Gondrom, Andrew van der Stock, Matt Konda) Against: 2 (Michael Coates, Josh Sokol).

2016-07-01
Motion: Change Global event splits to a 85/15 split. Josh motions, Tom seconds.. No Pass. 1-5. In Favor: 1 (Josh Sokol) Against: 5 (Tom Brennan, Tobias Gondrom, Andrew van der Stock, Matt Konda, Michael Coates).

2016-07-01
Motion: Appoint Tobias as OWASP Secretary. Matt K. motions, Josh seconds.. Pass. Unanimous vote. In Favor: 1 (Tom Brennan, Tobias Gondrom, Andrew van der Stock, Matt Konda, Michael Coates, Josh Sokol) Against: 0.

2016-07-01
Motion: Fill the casual vacancy created by Jim Manico's resignation through end of Jim's term (12/31.2016). Andrew motions, Tom seconds.. Pass. 5-1. In Favor: 5 (Tom Brennan, Tobias Gondrom, Andrew van der Stock, Matt Konda, Michael Coates) Against: 1 (Josh Sokol).

2016-07-01
Motion: Approve 2016 draft budget as origionaly proposed with the understanding that the treasurer will provide an update at the August board meeting. Josh motions, Tom seconds.. Pass. Unanimous vote. In Favor: 6 (Tom Brennan, Tobias Gondrom, Andrew van der Stock, Matt Konda, Michael Coates, Josh Sokol) Against: 0.

2016-05-18
Motion: Move OWASP banking from Capital One to Citizens. Pass. 4 -1 - 1. In Favor: 6 (Tobias Gondrom, Andrew van der Stock, Matt Konda, Michael Coates) Against: 1 Tom Brennan Abstain: 1 Josh Sokol.

2016-04-20
Motion: Continue with and promote a sponsor logo program.. Pass. Unanimous vote. In Favor: 7 (Tom Brennan, Tobias Gondrom, Andrew van der Stock, Matt Konda, Michael Coates, Josh Sokol, Jim Manico) Against: 0.

2016-04-20
Motion: Give Matt Tesauro an OWASP Credit card.. Pass. 6. In Favor: 6 (Tom Brennan, Andrew van der Stock, Matt Konda, Michael Coates, Josh Sokol) Against: 0 Abstain: 1 - Tobias Gondrom.

2016-04-20
Motion: Approve funding for up to $200/month (good for 50 GB/month) of Paper Trail Services. Pass. Unanimous vote. In Favor: 7 (Tom Brennan, Tobias Gondrom, Andrew van der Stock, Matt Konda, Michael Coates, Josh Sokol, Jim Manico) Against: 0.

2016-04-20
Motion: Investigate funding a part-time/contractor System Administrator resource to aid in managing and securing OWASP's infrastructure. Pass. Unanimous vote. In Favor: 7 (Tom Brennan, Tobias Gondrom, Andrew van der Stock, Matt Konda, Michael Coates, Josh Sokol, Jim Manico) Against: 0.

2016-02-17
Motion: Board to approve meeting minutes from January 13, 2016. Pass. By Unanimous consent. In Favor: 6 Approved, Jim M not present Against: None.

2016-01-13
Motion: Board to approve and lock in the 5 strategic goals for 2016, their objectives and the budgets allocated as ‘interim budget goals’. Budgets may be adjusted as needed based on program, during the year. Josh moves, Tom B seconds.. Pass. In favor: 6 Approved in favor. Andrew left call, no vote entered. Against: None.

2015-12-09
Motion: OWASP Foundation Board acknowledges and confirms the appointment of 4 Board members for the OWASP EU VZW legal entity. EU Board member term to begin January 2016. New Board members fill the openings created when Seba & Eoin ended their term of service. New EU Board members are Tobias Gondrum, Adrian Winckles, Gary Robinson, Maarten Mestdagh. Pass. In favor: 6 Approved in favor. Jim M not attending. Against: None.

2015-12-09
Motion: Board to approve meeting minutes from Oct. 14, Nov. 4 and Nov. 18.. Pass. In favor: 6 Approved in favor. Jim M not attending. Against: None.

2015-12-09
Motion: Board to approve following changes to Projects.1). Explicit project rule that Lab and Flagship level projects must have more than one leader. 2). Lab and Flagship projects that are rating the effectiveness of tools need to have a perceived independence amongst the project leaders as perceived by the reviewers. Andrew moves, Matt K seconds. Pass. In favor: 6 Approved in favor. Jim M not attending. Against: None.

2015-12-09
Motion: Board agrees to move Benchmark project from Lab to Incubator status to allow more time for further development and community participation. Andrew moves, Matt K seconds. Pass. In favor: 5 Approved. Jim M not attending. Against: 1.

2015-12-09
Motion: Motion that At-Large Board members will be allocated one of three strategic focus areas, that being governance, projects, and chapters. Josh moves, Andrew seconds. Pass. In favor: 4 Approved. Jim M not attending. Against: 2.

2015-12-09
Motion: Motion to approve an OWASP Audit Committee per proposal from Andrew. Andrew moves, Josh seconds. Pass. In favor: 6 Jim M not attending. Against: 0.

2015-11-04
Motion: Motion to approve up to $25K for a functionality assessment of the OWASP website, applications and project platform to determine its current effectiveness for the OWASP Community. RFP to be sent out with focus on companies with experience in nonprofit and Sales Force integrations. Matt moves to approve, Josh seconds.. Pass. In favor: All 7 BoD Approved Against: None.

2015-11-04
Motion: Motion to approve the October 14, 2015 Board meeting minutes. Josh moves to approve, Matt seconds.. Pass. In favor: Approved by unanimous consent Against: None.

2015-10-14
Motion: P2 - There should be no such thing as negative account balances for chapters or projects going forward. If the intent is to spend more money than is currently in the account, the money should be taken and approved from Foundation funding sources, subject to Foundation approval.. Pass. In favor: See voting record table Against: See voting record.

2015-10-14
Motion: P3 - All accounts belonging to active chapters and projects, as defined in the Chapter and Project Handbooks respectively, with balances less than $500, will be brought to $500 beginning January 1, 2016 as long as there are at least two active leaders at that time.. Pass. In favor: See voting record table Against: See voting record.

2015-10-14
Motion: P4 - Upon creation of a new project or chapter, as long as they have at least two leaders they will be allocated a $500 budget to begin with. Pass. In favor: See voting record table Against: See voting record.

2015-10-14
Motion: P5 - All requests for funding, who proposed the request, relevant discussions, votes around funding, and request approval/denial are a matter of public record and must be put in a public location that is easily accessible to the OWASP community.. Pass. In favor: See voting record table Against: See voting record.

2015-10-19
Motion: P6 - If a request for funding has been approved for one chapter or project, then it can be considered an acceptable expense for all chapters or projects. If they have an account balance which covers that expense in full, then they should be considered pre-approved for spending.Status = Approved via email vote completed on Oct. 19. 2015. Pass. In favor: See voting record table Against: See voting record.

2015-10-14
Motion: P7 - The OWASP Foundation Staff will be responsible for notifying all chapters and projects of their available account balance on at least a monthly basis. The notification should also include a reference to where they can go to find the list of pre-approved expenses.. Pass. In favor: See voting record table Against: See voting record.

2015-10-14
Motion: P8 - Chapters and projects with $5,000 or more in their account on October 1 are required to create a budget and provide it to the OWASP Foundation prior to November 1 (December 1 for 2015) for inclusion in the Foundation budget for the following calendar year. The budget should identify how they plan to spend the money in their account over the course of the next year. A future projection budget can be included as well for forecasted spending within the next 2 years.. Pass. In favor: See voting record table Against: See voting record.

2015-10-14
Motion: P9 - Separate from the aforementioned budgeting process for chapter and project accounts, any OWASP Leader can create a budget and provide it to the OWASP Board prior to November 1 for inclusion in the Foundation budget planning process. The budget would be reviewed by the Executive Director and Board, and, if approved, incorporated into the overall OWASP Foundation budget for the following year. This would effectively set aside the funds to use at the appropriate period of time, in the future, with no further approvals necessary. Money that is budgeted in this manner, that wasn’t spent during the calendar year, would be returned back to the OWASP Foundation general funds.. Pass. In favor: See voting record table Against: See voting record.

2015-10-14
Motion: P10 - Accounts with a balance of $5,000 or more as of December 1, with no proposed budget for spending their funds, will be contacted by the OWASP staff directly to review their account balance. The chapter will be required to create a budget to allocate the funds for the upcoming year. Unbudgeted funds may be diverted to other project(s), chapter(s), or Community Engagement Funding accounts if the chapter cannot be contacted or a budget is not received prior to January 1.. Pass. In favor: See voting record table Against: See voting record.

2015-10-14
Motion: P11 - Any project newly reaching lab status with an account balance less than $500 will be brought to $500 as long as there are at least two active leaders at that time. Any project newly reaching flagship status with an account balance less than $1000 will be brought to $1000 as long as there are at least two active leaders at that time.. Pass. In favor: See voting record table Against: See voting record.

2015-10-14
Motion: Motion to approve Sept. 25 Board minutes. Moved by Tobias, Seconded by Matt.. Pass. In favor = All in favor by unanimous consent. Against: None..

2015-09-25
Motion: Motion to forgive negative balances on Chapter or Project budgets. Moved by Josh, Seconded by Jim. Pass. In favor = Fabio, Tobias, Josh, Jim, Matt, Michael, Andrew Against: None..

2015-09-25
Motion: Motion to update section 3.03 of OWASP Bylaws re: Board Attendance. Moved by Jim, Seconded by Andrew. Pass. In favor = Fabio, Tobias, Josh, Jim, Matt, Michael, Andrew Against: None..

2015-08-24
Automatic vote of confidence requirement per Bylaws when attendance falls below 75%. Fabio attendance <75%.. Vote Passes in favor or in confidence for Fabio.. Vote in Confidence for Fabio continued participation at Board level = 6, Tobias, Josh, Jim, Michael, Andrew, Fabio Against: None. Abstain = 1, Matt K..

2015-07-22
Motion: Motion to approve June 24 Board minutes. Moved by Josh, Seconded by Matt. Pass. In favor = Fabio, Tobias, Josh, Jim, Matt, Michael Against: None. Absent = Andrew.

2015-06-24
Motion: Motion to approve $10K investment from Foundation to fund a Project Summit during AppSecUSA in San Francisco. Moved by Josh, Seconded by Jim. Pass. In favor = Andrew, Fabio, Tobias, Josh, Jim, Matt Against: None. Absent = Michael.

2015-05-22
Motion: Motion to 'Move forward with already ‘in progress training contract’ for finding and helping to select OWASP PCI training vendor for a private partner on a one time basis'. Moved by Andrew, Seconded by Fabio. Pass. In favor = Andrew, Fabio, Tobias Against: Josh, Matt. Abstain = Jim.

2015-05-22
Motion: Approve Minutes from April 29, 2015 Board meeting. Jim moves, Andrew seconds. Pass. All 6 Board Members in attendance approve. Motion passes. Against: None.

2015-05-05
Motion: Should Bylaws be updated in Section 3.03-Regular Meetings with clarifying language about 75% attendance requirements as proposed by Bill Corry. Yes, or No? Motion by Josh, seconded by Jim. Exact language posted to May 22 Board minutes.. Pass. E-Vote performed via email. All 7 Board Members consent to evote & all 7 vote Yes. Motion passes. Against: None.

2015-04-29
Motion: Approve Minutes from March 25 Board meeting Yes, or No? Motion by Tobias, seconded by Josh.. Pass. Motion passes with 6 approvals. 6 Board members in attendance. Against: None.

2015-04-29
Motion: Approve the appointment of Martin as Compliance Officer for 2015. Yes, or No? Motion by Josh, seconded by Jim.. Pass. Motion passes with 6 approvals. 6 Board members in attendance. Against: None.

2015-04-29
Motion: Should Board approve the updated proposal on process and funding for a Summer of Code program? Yes, or No? Motion by Fabio to call the vote, seconded by Matt.. Pass. Motion passes by majority vote with 3 approvals, 2 against. Quorum present with 5 Board members in attendance. Against: Two.

2015-04-07
Motion: Hire Paul Ritchie as our full-time Executive Director and approve a formal offer to hire him.. Pass. Motion passes per evote (via email) with 7 approvals. Against: None.

2015-03-25
Motion: Allow Corporate Members to make or change their allocations to Project or Chapter from their annual membership fees on an annual basis. Current policy is static or fixed for 3 year term. Yes, or No? Motion by Josh, seconded by Jim.. Pass. Motion passes with 6 approvals Against: None.

2015-03-25
Motion: Should OWASP enter into an agreement directly with Insperity to provide payroll and HR services to OWASP employees? Motion by Josh, seconded by Jim.. Pass. Motion passes with 6 approvals Against: None.

2015-03-25
Motion: HR and Payroll administration to be handled by OWASP Staff rather than 3rd party Association Mgmt firm now that Insperity contract is direct with OWASP, Yes or No? Motion by Josh, seconded by Michael.. Pass. Motion passes with 6 approvals Against: None.

2015-03-25
Motion to approve February 11 2015 Board meeting minutes. Motion by Jim, seconded by Michael.. Pass. Motion passes with 6 approvals Against: None.

2015-01-28
Motion to approve 1 month extension for Executive Director services, Feb. 1-28, 2015. Motion by Tobias, seconded by Jim. Vote conducted via email.. Pass. Motion passes with 7 approvals Against: None.

2015-01-14
Motion to approve Dec.10,2014 Board meeting minutes. Motion by Tobias, seconded by Josh.. Pass. Motion passes with 6 approvals Against: None, Fabio arrived late.

2015-01-14
Motion to accept officer positions for 2015 as voted on during December. Outgoing Board member Eoin provided conducted the selection process. Motion by Tobias, seconded by Matt. Pass. Motion passes with 6 approvals Against: None, Fabio arrived late.

2014-12-10
Motion to hold separate meeting on 2015 Strategic Goals & budget to allow greater time for discussion. Motion by Tobias, seconded by Josh.. Pass. Motion passes with 6 approvals Against: None, Tom absent.

2014-12-10
Motion to approve the updated Whistleblower policy. Motion by Josh, seconded by Tobias.. Pass. Motion passes with 6 approvals Against: None, Tom absent.

2014-12-10
Motion (Michael) to approve all three sets of Board meeting minutes (September, October and November 2014). Seconded (Tom).. Pass. Motion passes with full approval Against: None.

2014-11-12
Motion to approve 2013 Tax Forms as prepared by KPMG and to authorize KPMG to e-file tax forms on OWASP behalf. (Motion by Josh, Second by Tobias). Pass. Jim, Josh, Tom, Tobias Against: none (only 4 Members attending).

2014-10-08
Motion to approve Projects Committee 2.0 (Motion by Josh, Second by Jim). Pass. Jim, Josh, Michael, Fabio, Tobias Against: none (only 5 Members attending).

2014-09-16
Motion to change profit split for Local & Regional Events to 90% Chapter / 10% Foundation - no cap - beginning 2015 (Motion by Josh, second Jim). Pass. Josh, Jim, Tom, Tobias Against: Michael, Fabio. Abstain: Eoin.

2014-09-16
Motion to change profit split for Local & Regional Events to 75% Chapter / 25% Foundation - no cap - beginning 2015 (Motion by Tom, second Fabio). Pass. Fabio, Michael, Eoin, Tom Against: Josh, Jim, Tobias.

2014-09-16
Motion to allocate $12,000 of Community Engagement funds for 2014 AsiaPac Tour (Motion by Jim, second Tobias). Pass. Fabio, Michael, Tobias, Jim, Eoin Against: Josh,Tom.

2014-09-16
Motion to proceed forward with Committee 2.0 process for Project Committee as proposed by Johanna. (Motion by Tobias, second Jim). Pass by unanimous consent. All Against: none.

2014-09-16
Issue: Should OWASP consider providing shared hosting to some set of projects or chapters. How to handle requests for sub-domains? Motion - All owasp.org subdomains that do exist will be on owasp foundation controlled servers. (Motion by Josh, second Tom). Pass by unanimous consent. All Against: none.

2014-08-13
Motion - Board to authorize Paul Ritchie, OWASP Interim Executive Director to have Executive Director duties for financial oversight including review, approve, signature authority and release of funds for various financial obligations in accordance with the OWASP accounting & signatory policies. (Motion by Jim, second by Tobias). Pass. Jim, Michael, Eoin, Tom, Fabio, Tobias Against: none (6 members attending).

2014-07-18
Motion to establish committees 2.0 (link to the document: OWASP Committees), to reestablish committees and empower the community. (Motion by Josh, Second by Michael). Pass. Josh, Michael, Jim, Eoin, Fabio Against: Tobias, Tom.

2014-04-30
Motion to demote all OWASP flagship projects to labs as an interim step in reevaluating project status and infrastructure.. Pass. Josh, Tom, Jim, Tobias, Michael -.

2014-04-30
Motion to move forward with using KPMG for international accounting, including engagement for the Belgian entity taxes and advice. Pass. Josh, Tom, Eoin, Jim, Tobias, Michael -.

2014-04-30
Motion to turn off the community (social media) functionality of the portal (not the portal itself), initiate a plan of requirements and research for social engagement by the community. Pass. Josh, Tom, Eoin, Jim, Tobias Michael.

2014-03-31
Proposal: Add a new section to the OWASP Bylaws.SECTION 4.07 Participation. Participation in OWASP activities (conferences, meetings, mailings lists, projects, etc) does not require membership, but is subject to adherence to the OWASP Code of Ethics, and OWASP leaders may revoke the privilege of participation to those who choose not to abide by that code. Notification of such a revocation must be made to the individual in writing, with the OWASP Board of Directors CC’d for inclusion in the Foundation records. If an individual believes that this revocation is unjustified, then they have the option to appeal the decision by notifying the OWASP Board of Directors in writing within 14 days of the original notification.. Pass. Michael, Josh, Tom, Eoin, Jim, Tobias, Fabio -.

2014-02-24
Motion to modify the OWASP Bylaws section 4.02 to include in good-standing subject to our code of ethics”. Pass. Michael, Josh, Tom, Eoin, Jim, Tobias Fabio (no vote received).

2014-02-24
Motion to modify all public facing text regarding the Google Hacking Inquiry. Pass. Michael, Josh, Tom, Fabio, Eoin, Jim, Tobias -.

2014-02-24
2014 OWASP Foundation Strategic Goals. Pass. Michael, Josh, Tom, Fabio, Eoin, Jim, Tobias -.

2014-01-27
Shall OWASP release the proposed statement? OWASP Statement on the Security of the Internet 2014 (Yes/Affirm or No/Against). Pass. Michael, Josh, Tom, Fabio, Eoin, Jim, Tobias -.

2014-01-07
OWASP will terminate the co-marketing agreement with RSA for RSA 2014.This may place our training at risk, but if permitted we will still provide the free training at RSA and the OWASP speaking slot. vote on mailing list (Yes/Affirm or No/Against). Pass. Michael, Josh, Tobias No - Tom, Fabio. Abstain - Eoin, Jim.

2013-12-29
Compliance Officer per Whistleblower Policy for 2014 - Martin Knobloch, vote on mailing list. Pass (Unanimous). Tom, Seba, Dave, Michael, Jim, Eoin .

2013-12-17
Approval of 2014 Annual Foundation Budget. Pass. Seba, Dave, Michael, Jim, Eoin No vote received: Tom.

2013-12-16
Vote to approve going forward with Fonteva Member Nation Portal Proposal. Pass. Seba, Dave, Michael, Jim, Tom No vote received: Eoin.

2013-12-09
Grant Spending Policy. Pass. Seba, Jim, Tom, Michael No vote received: Dave, Eoin.

2013-12-09
Project Spending Policy. Pass. Seba, Jim, Tom, Michael No vote received: Dave, Eoin.

2013-12-09
New Project Sponsorship Model. Pass. Seba, Jim, Tom, Michael No vote received: Dave, Eoin.

2013-12-09
Tiered Corporate Membership Model. Pass. Seba, Jim, Tom, Michael No vote received: Dave, Eoin.

2013-11-08
Board Orientation Agreement and Board Code of Conduct. Pass. Tom, Jim, Seba, Michael, Eoin No vote received: Dave.

2013-11-05
OWASP Whistleblower and Anti-Retaliation Policy. Pass. Tom, Jim, Seba, Michael, Dave, Eoin .

2013-11-04
OWASP Social Media Policy. Pass. Tom, Jim, Seba, Eoin, Michael, Dave .

2013-11-04
OWASP Conflict of Interest Policy and Annual Questionnaire - applying to Global Board Members and Employees. Pass. Tom, Jim, Michael, Seba, Eoin, Dave .

2013-08-19
OWASP Board Size: OWASP bylaws specify the board must be between 5 and 7 members. Vote to extend to 7 members. The 2013 election will now seat 4 spots instead of 3. The newly elected board members will begin their terms Jan 1, 2014.Meeting Minutes. Pass. Tom, Jim, Michael, Seba, Eoin, Dave .

2013-08-19
OWASP Board Meetings and Attendance Requirements: OWASP Board of Directors will hold quarterly board meetings lasting 4-6 hours each. The schedule of meetings will be set by the board in December before the year. It is likely the the board meetings will take place on Saturdays or on a dedicated day before a large OWASP conference. This change is a result of the success of the longer format board meeting and also a result of the Executive Director role that has enabled full time involvement and focus on OWASP operations. Board members must attend (in person or virtually) 3 of the 4 meetings to fulfill the attendance requirements. This will take effect in January, 2014.Meeting Minutes. Pass. Tom, Jim, Michael, Seba, Eoin, Dave .

2013-08-19
Vote for OWASP Board Onboarding Process: An official board orientation set of documents will be created that includes a stated conflict of interest policy (in addition to what we have in the bylaws), 2 required reading short books on non-profit foundations, requirement to read previous financial reports and 990, and links to our to-be created governance page. All board members will sign and acknowledge completion of the orientation by Jan 1, 2014. New board members to sign by January 1 (following their election), and subject to disciplinary action if not completed by February 1. Board members will not be allowed to participate in Board votes until acknowledgement is signed. Meeting Minutes. Pass. Tom, Jim, Michael, Seba, Eoin, Dave .

2013-06-10
Vote to make all board terms 1 year and all candidates and board members run for a specific position (President, VP, Secretary, Treasurer, (2) Member at large as outlined of the responsibilities of the bylaws. Motion June 10, 2013 Board Meeting Minutes.. Fail. Tom Jim, Michael, Seba, Eoin, Dave.

2013-06-10
Vote to modify SECTION 3.03 of OWASP Foundation Bylaws to allow for Board Members not able to attend in person Board Meeting: 'and shall be highly encouraged to meet in person at least once annually at a date to be announced and agreed upon' June 10, 2013 Board Meeting Minutes.. Pass. Jim, Michael, Seba, Eoin, Dave Tom.

2013-06-03
Vote to approve Foundation Signatory Policy outlined in Executive Director Report.. Pass. Tom, Jim, Michael, Seba .

2013-06-03
Vote to approve budget modifications outlined in Executive Director Report primarily to fund increased staffing costs.. Pass. Tom, Jim, Michael, Seba .

2013-05-13
Vote in support of EC Council Grant Proposal Submission Board Meeting Minutes. Pass. Tom, Jim, Michael, Seba, Dave, Eoin .

2013-05-13
Vote to confirm 2013 OWASP Strategic Goals. Pass. Tom, Jim, Michael, Seba, Dave, Eoin .

2013-04-08
Vote to hire an executive director to the OWASP foundation.. Pass. Tom, Jim, Michael, Seba, Eoin, Dave .

2013-02-11
Vote to implement board member term limits to 4 consecutive 2 year terms.. Pass. Tom, Jim, Michael, Seba, Eoin Dave.

2013-02-12
Vote to officially dissolve global committees and proceed with Initiatives model https://www.owasp.org/index.php/OWASP_Initiatives_Global_Strategic_Focus. Pass. Tom, Dave, Jim, Michael, Seba, Eoin .

2013-01-14
Move schedule of AppSecUSA to Q2 starting in 2014 (Q1 APAC, Q2 USA, Q3 EU, Q4 LATAM). Pass. Michael, Tom, Jim, Eoin, Seba Dave - not present to vote.

2013-02-26
60/40 membership split (Foundation/Chapters). Pass. Michael (voted Jan 14), Eoin (voted Jan 14), Seba (email vote Feb 26), Dave (email vote Feb 26) Abstain - Tom (conflict as a chapter leader), Jim.

2012-12-10
Anti-Harassment Policy for Conferences Link. Pass. Eoin, Tom, Seba, Matt, and Michael Dave - not present to vote.

2012-12-05
Event Profit Split Proposal Link. Pass. Eoin, Seba, Matt, Dave and Michael Tom.

2012-05-14
Does the OWASP Board support the Projects Reboot Initiative with initial funding of $15,0000? Cut off date for initial round of funding end of June 2012.. Pass. Michael, Dave, Tom, Seba, Eoin .

2012-04-05
Vote to approve New Membership Wording on Landing page. Pass. Michael, Matt, Eoin, Dave, Seba .

2012-04-05
Sarah Baso has contract signing authority. Pass. Michael, Matt, Tom, Eoin, Seba, Dave .

2012-04-05
Move forward with Cruise Summit Panning. Fail. Seba, Eoin, Michael, Dave, Tom.

2012-03-12
Include in registration a mandatory field that makes the member (corporate or individual) to choose a local chapter/project or to choose “none”. Pass. Michael, Matt, Tom, Eoin .

2012-02-01
Is the Global Conference Committee Liason authorized to sign financial contracts below $15,000?. Fail. Tom, Eoin, Seba, Matt, Michael.

2012-01-10
Vote to approve the 4 job descriptions as written (with minor edits noted in Board meeting minutes) link to job descriptions and meeting minutes. Pass. Michael, Matt, Tom, Seba, Eoin .

2012-01-10
Vote to approve 2012 Budget as written, with quarterly check in. Pass. Michael, Matt, Tom, Seba, Eoin .

2011-01-10
Proposal to remove OWASP member #72624861per Foundation Bylaws 4.03. Pass. Michael, Eoin, Matt, Tom, Seba Dave.

2011-11-14
Letter of Intent from Security Innovations Letter of Intent Security Innovations. Pass. Dave, Matt, Tom, Seba .

2011-10-21
Do you support a modification to the election policy that during annual owasp elections for the OWASP International Board of Directors that the candidate must be in good standing and have served the community in the role of active global committee member for min 12 months?. Fail. Tom, Seba, Eoin Michael, Matt, Dave.

2011-11-14
Letter of Intent from Security Innovations Letter of Intent Security Innovations. Pass. Dave, Matt, Tom, Seba .

2011-10-20
Do you support a modification to the election policy that during annual owasp elections for the OWASP International Board of Directors that the candidate must be in good standing and have served the community in the role of active global committee member for min 12 months?. Pass. Dave, Tom, Seba, Eoin Michael, Matt.

2011-09-06
Approve Exception to Board term for 2011 election. Newly elected board members will begin their term at the September 20 Meeting and will continue until December 31, 2013. Pass. Dave, Jeff, Seba, Eoin, Matt Tom.

2011-09-06
Vote to approve the Rackspace agreement. Pass. Matt, Seba, Jeff, Dave, Eoin .

2011-08-29
Vote to Ammend the ByLaws to indicate a Board of Directors Term of 24 months commencing January 1 following the election. Pass. Matt, Tom, Seba, Eoin, Jeff Dave Wichers.

2011-08-24
Vote to Approve Hacking-Lab Letter of Intent. Pass. Eoin, Dave, Matt, Tom, Seba .

2011-08-24
Vote to Approve GCC Blanket Co Marketing Agreement. Pass. Eoin, Dave, Matt, Tom, Seba .

2011-08-08
Vote to approve allocation of additional $5,000 to Conference Committee Budget (from general OWASP fund) for schwag requests. Tabled w/o Vote. .

2011-08-08
Yes/No Will LACSON be grated exception from Conference Committee Oversight?. Pass. Jeff, Seba, Eoin Tom, (Matt - Abstain).

2011-08-08
Yes/No Will the Foundation allocate $5K - $10K for OWASP Brochure Website - Design Funding. Pass. Jeff, Seba, Eoin, Tom, Matt .

The following reflects the board attendance to meetings as a percentage of regular meetings over the calendar year. Only regular meetings are used in the calculations. Attendance means that the individual was present for 90% of the meeting. Missing 10 minutes of a 1.5 hour meeting qualifies as being absent for said meeting. For more information, refer to the OWASP Foundation Bylaws

By Director (over the previous 7 meetings in calendar year 2024)

  • Avi Douglen (100.0%)

  • Matt Tesauro (100.0%)

  • Bil Corry (100.0%)

  • Ricardo Griffith (100.0%)

  • Kevin Johnson (100.0%)

  • Sam Stepanyan (100.0%)

  • Steve Springett (100.0%)

By Meeting

2024-04-24

  • Avi Douglen

  • Matt Tesauro

  • Bil Corry

  • Ricardo Griffith

  • Kevin Johnson

  • Sam Stepanyan

  • Steve Springett

2024-03-24

  • Avi Douglen

  • Matt Tesauro

  • Bil Corry

  • Ricardo Griffith

  • Kevin Johnson

  • Sam Stepanyan

  • Steve Springett

2024-03-20

  • Avi Douglen

  • Matt Tesauro

  • Bil Corry

  • Ricardo Griffith

  • Kevin Johnson

  • Sam Stepanyan

  • Steve Springett

2024-03-19

  • Avi Douglen

  • Matt Tesauro

  • Bil Corry

  • Ricardo Griffith

  • Kevin Johnson

  • Sam Stepanyan

  • Steve Springett

2024-03-18

  • Avi Douglen

  • Matt Tesauro

  • Bil Corry

  • Ricardo Griffith

  • Kevin Johnson

  • Sam Stepanyan

  • Steve Springett

2024-02-27

  • Avi Douglen

  • Matt Tesauro

  • Bil Corry

  • Ricardo Griffith

  • Kevin Johnson

  • Sam Stepanyan

  • Steve Springett

2024-01-23

  • Avi Douglen

  • Matt Tesauro

  • Bil Corry

  • Ricardo Griffith

  • Kevin Johnson

  • Sam Stepanyan

  • Steve Springett

Handy resources

Board functions

  • Vision, Values, and Mission. OWASP has a new mission for the first time in 20 years. A strong and clear mission statement provides a lens for the Foundation to prioritize, do less of, or not do at all.
  • Strategic direction. Each Board should set their goals, priorities, and strategic direction in a special general meeting early in the year
  • Fiduciary duty. Directors are accountable for Board decisions and Foundation actions
  • Financial oversight. The budget is set between September and November each year. It must be approved in the first general meeting of the year to permit spending on programs above the Executive Director’s signing authority. If you want to get something done that will cost funds or bring money to the Foundation, it needs to be in each upcoming budget, or it won’t happen.
  • Fundraising. Every non-profit needs to fundraise. The Board should focus on fundraising by promoting OWASP and introducing new corporate members, sponsors, and donations to the Foundation.

The Board can make motions on any topic as long as they do not attempt to bind future Boards or if a motion contravenes our mission, bylaws, or policies. No Board may bind a future Board. Binding future Boards doesn’t work because every Board can change the mission, bylaws, and policies and alter, reverse, or annul any past motion. The Board may wish to undertake policy or culture reform or transformation. If so, they should consult transparently and widely with key stakeholders and the wider community.

Running for election

If you are passionate about OWASP, being a Director of a non-profit is a fantastic experience, but it can also be exhausting. If you have limited time, being a Director may not be for you. Board officers have more duties than General Members At Large. General Members at Large (i.e., those that aren’t the Chair, Vice-Chair, Secretary, or Treasurer) are strongly encouraged to be a Board champion for a mission goal, such as Projects, Chapters, Members, Events, Outreach, or fundraising.

If you want to run for election, you must have 12 months of continuous membership in good standing and nominate yourself when the call for candidates comes out. Prospective Directors can find more details in the elections page, including results.

Onboarding for new Board Members

The OWASP Foundation will obtain or confirm every Director’s current contact details. They will ensure everyone has received the Board induction books and BoardSource either electronically or physically.

The current induction resources and books are:

Every Director should have read OWASP’s bylaws and policies to not take actions or make motions that contravene them. These are not perfect. Directors may raise enhancements or improvements that the Board can address.

The Nonprofit Kit has sections relevant to the staff and more relevant sections to the Board. Directors should read the entire book. As a Board member, please read and understand Chapter 3: Prioritizing Your Board of Directors, Chapters 7-10, Chapter 12 Budgets, Chapter 13 Marketing and Branding, Part 3: Raising funds successfully.

RONR is used in special and general Board meetings to manage the agenda and conduct business. You do not need to read the entire thing, but read sections 44-45 for voting, 46 for elections, 47 for officers, 49 - 52 for Boards, 56-57 for bylaws. Many other sections are relevant, but RONR is more used to establish an agenda and understand and follow a process during meetings to avoid any perceptions or actuality of improper motions. The Executive Director has the full version for reference during meetings, so Directors may choose to buy and use the Concise version. If there is conflict in meaning or understanding, the Executive Director or Secretary will consult the full version in meetings.

There are optional but still recommended books for NonProfit Financial Oversight, Nonprofit Marketing, Nonprofit Stragegy, Nonprofit Board Fundraising, and more.

Directors can either submit an expense claim per the Expenses policy or ask the Foundation to send the books to them.

Completing Director qualifications

  • If you are not a financial member, Directors must become a financial member by the time they join the Board on January 1. The best way to avoid any issues with good standing due to lapsed membership is to become a Lifetime member. However, Directors are recommended but not required to take out sufficient sequential one or two-year memberships to cover their entire term or enable automatic renewal in the Member Portal. Per the bylaws, Directors - and not the Foundation - are responsible for maintaining their good standing throughout their term. Directors wishing to use automatic or manual renewal must renew on time or check that renewal took place.
  • New Board members must complete their induction reading and Board Source training before signing the Directors Commitment Agreement to fully understand the role of the Board and their fiduciary duty to the OWASP Foundation.
  • Directors who do not sign the Director’s Commitment Agreement are not covered by OWASP’s Director’s and Officers (D&O) insurance and may not sit or vote on the Board to prevent indemnity issues.
  • Each year, the Foundation must obtain an updated Conflict of Interest questionnaire from each Board member. Directors can update this form at any time during their term. If a Director has a conflict of interest, they must declare this interest to their fellow Board members, and recuse themselves from discussion and voting. Bylaws have precedence over policy or signed agreements if there’s any confusion.

If a Director fails to meet the qualifications set out in the bylaws, the Foundation will inform the pro tem Chair, incoming Chair, or incoming Board as a whole. The Board may decide to vote to declare the position unfilled through disqualification and then fill the Director’s seat per the bylaw’s vacancy process.

Getting ready to be on the Board

Directors who can hit the ground running from the first meeting onwards are a true asset to any organization. To get off to a great start:

  • New Directors should come to any remaining Board meetings to familiarize themselves with Board meetings and meet their future fellow Board members.
  • The Executive Director will meet with all Board members to listen to your platform, goals, agenda, and ideas to make OWASP better and achieve our mission. The new Board should meet in a Special Board meeting to decide who the board officers will be before the first general public meeting.
  • The new Board should schedule one or two Special Board meetings in January of each year to set goals and strategies and communicate this to the community and Foundation. The Executive Director or Operations Manager will work with the Board to establish a public board meeting calendar. You will need to set aside two hours on the fourth Tuesday of each month and sufficient time to read the agenda and any pre-reading materials to prepare for the meeting. If you have any questions about the agenda or materials, don’t hesitate to contact the Executive Director.

Please ensure that you have an up-to-date passport, all necessary vaccination requirements to travel, and put time aside in your calendar to travel and attend all in-person AppSec Global events. There will be a public Board meeting at some point during the conference. AppSec Global events are a chance to meet with OWASP Members, Corporate Members, Event Sponsors, and participants and listen to their feedback and concerns. Please make the time to attend all of the conferences. The OWASP Foundation pays for board travel and hotels.

Transition Process

From the end of the previous term until the first public Board meeting following January 1 of each year, the following process will take place:

  • Prior officers, if still on the Board, retain their position and signing authority until a new election of officers takes place.
  • Officers who are no longer in office as of January 1 lose their position and signing authority, and their position will remain vacant until the new Board elects officers. Ex-Board members are not covered by Directors and Officers liability insurance, and so they cannot act as officers or Directors.
  • Historically, the Board has permitted the previous Chair to open the first Board meeting to elect a new Chair and once elected, then hand over the meeting to the new Chair, even if the previous Chair is no longer on the Board of Directors. Alternatively, the incoming Board may choose to have the meeting called to order by the continuing Vice Chair or the Executive Director depending on circumstances. The incoming Board may decide to change this process.

To avoid a situation where the Foundation cannot pay its larger bills, if all officers, or if all of (Chair, Vice Chair and Treasurer) are no longer in office, the Executive Director (or Acting Executive Director) will call a Special Board meeting to elect officers as soon as practically possible after January 1. This meeting must be publicized for seven days, so it may be published in the prior year. The Executive Director (or Acting Executive Director) will chair the meeting until the Chair is elected, call the meeting to order and ask for nominations for Chair. The Executive Director (or Acting Executive Director) will ask for a motion to close nominations and then ask for a vote. After the new Chair has been elected, the meeting will be handed over to the new Chair. All remaining officer positions will be nominated for and voted upon in the same manner.

Working with our community

Board members have higher requirements for independence to avoid any perceptions or actuality of conflict of interest. Directors must use their OWASP.org email address for all official business, not their personal or commercial email addresses.

The public considers Directors speak for OWASP unless otherwise noted or disclaimed. Directors should provide a disclaimer if they are representing personal views.

Build - not destroy by avoiding disputes In general, the community loves hearing from the Board. However, Directors can make fundamental changes, so care is necessary when acting as a Director. Directors should discuss, mediate, and listen to the community, rather than stir up or participate in any disputes or try to get their way in the court of public opinion. If you are passionate about a topic, bring the community along with you and privately work to obtain the necessary support on the Board to make the change you want to see.

Working with the Foundation

The OWASP Foundation is there to enable and execute OWASP’s mission, the Board’s strategy, policies, and goals. The Board has delegated operations to the OWASP Foundation. The Board should not get involved in day-to-day operations or approve policies that require volunteers, members, Committees, or the Board itself to be on a critical operational path of any program or business as usual process.

The Board is welcome to communicate to the Foundation through the Global Board list, and email or meet with the Executive Director. The Board should not ordinarily communicate directly with OWASP staff to avoid the perception or actuality of many managers.

The staff is encouraged to raise any concerns with the Board if they feel an issue that the Executive Director is not addressing. The staff will directly communicate with the Board to complete or work on a Board action from time to time. Please respond to staff requests or concerns in a timely fashion.

The Board should track public actions arising from Board meetings, or tasks delegated to the Foundation through the Public Board Actions Kanban

Working with committees

The Board has delegated some of its powers to various committees. The Committees are governed by the Committees policy, advise the Board, and have some decision-making power relating to their charter.

Annually, Committees provide a budget submission and objectives to the Foundation for inclusion in the overall general budget. The Committee can spend approved budgeted money but is not authorized to direct the allocation of funds or spend funds for unbudgeted purposes.

Each Committee has its charter published on the main website. The Board can make motions in areas covered by a Committee charter. For good governance, the Board should consult with the relevant Committee and stakeholders before passing any motion, consider their advice, and build sufficient support within the community and Board for the motion to pass.

Making motions

The Board should be the primary source and driver of the agenda, motions, and discussions. Please submit all motions to the Executive Director no later than one week before a general public meeting. The agenda can be published publicly with seven days’ notice as required by the bylaws.

All motions require a Board sponsor, so if a community member or staff member wants to introduce a motion, it is through a Director’s sponsorship. Directors sponsoring a motion should prepare for a discussion on the motion, be familiar with all pre-reading material, and answer any questions about the motion. The sponsoring Director does not need to support the motion and is free to vote against it. Most motions require four “yay” votes. Changes to policy and bylaws require a two-thirds affirmative vote (generally at least five “yay” votes). If a Director wants a motion to pass, they should build consensus with the Board well before the meeting.

Agenda and Pre-Reading Material Preparation

The agenda will be finalized in a Board officers prep call seven days before the general Board meeting, which is not a special or general meeting. This prevents Board officers from conducting hidden votes.

The Executive Director will finalize all pre-reading material, staff, and financial reports by the close of business on the Friday before the Board meeting.

Be prepared for each Board meeting

Well-informed Boards have efficient and highly productive Board calls. Unprepared Board members violate their fiduciary duty to OWASP, create unnecessary delays during the meeting, and likely misunderstand the motions, devastating consequences.

Directors must read all pre-reading material, review (and potentially correct) the previous minutes for accuracy, staff reports, motions, and discussions. Directors should set aside an hour or two per month for meeting preparation. Directors can ask to have the minutes corrected, question the sponsors of motions, or ask the Foundation about staff reports through the Executive Director.

During meetings

The Board meeting will generally be online five minutes before the meeting and start promptly. Any Director who is not present after the first ten minutes is considered absent. Missing more than 25% of the meetings in the year is grounds for a vote of confidence and potential removal. An earlier Board made a convention that all Board members must have their video camera enabled for virtual calls. If you need to have your video off, please ask the other Board members before doing so.

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