E-Vote Motion: For the OWASP Foundation to contract with Harold Blankensip

[Andrew van der Stock]

Hi Board,

Thank you for your discussions on this matter to date. At the moment, the OWASP Foundation is down two staff members, and this is placing a huge strain on the staff and creating quite the backlog of tickets. Many staff are doing tasks that aren't in their job duties and working long hours, including weekends. To address this situation, I proposed to the Board last month that the Foundation contracts with Harold Blankenship during this time, as he is an ex staff member and is familiar with many of the tasks needing to be done. 

After obtaining legal advice, the primary risks to the Foundation are to address the risks of perceived or actual conflict of interest and to ensure that the remuneration is at fair market rates. To that end, I've created a motion which addresses these recommendations from our lawyers, and allows us to spread the workload whilst we seek candidates for these roles. 

The motion is as follows:

"Resolved, the Executive Director is permitted to contract with Harold Blankenship at market rates as determined by similar roles advertised on Upwork.

To address perceived or actual conflicts of interest, based upon legal advice, the following guardrails will be in place:

- Harold's Treasurer duties will remain insofar as to provide financial oversight for the Board and assist, reviewing the monthly financial summaries from the Charity CFO, and finally, any preparation needed for the external audit, but not expense co-approvals
-The Chair will co-approve amounts exceeding the Executive Director's signing limit.
- Harold will not approve his own expenses, including Board travel and contracting fees.
- Harold's duties will primarily be operational in nature, including processing chapter and membership tickets, assisting with operational matters, and ensuring the day-to-day business of the Foundation is conducted in a timely fashion.
- If Harold is still being contracted at the time the election processes kick off, as he is a sitting Board member, he will not be handling any part of the election operational process.

If any actual or perceived conflicts of interest arise, then the Board will follow the Conflict of Interest policy to address any potential breaches."

Can I please have a sponsor and a second? As it's an e-vote, I will send a Google Form privately to each Board member once we have a motion to discuss and vote upon. I will accept friendly amendments to the motion if you feel that some aspect of the conflict of interest or fair market rates is not being met. 

thanks,

Andrew

[Andrew van der Stock]

Replace "Harold's Treasurer duties will remain insofar as to provide financial oversight for the Board and assist, reviewing the monthly financial summaries from the Charity CFO, and finally, any preparation needed for the external audit, but not expense co-approvals"

with "Harold's Treasurer duties will remain insofar as to provide financial oversight for the Board, reviewing the monthly financial summaries from the Charity CFO, and finally, any preparation needed for the external audit, but not expense co-approvals

deleting the useless dangling modifier "to assist"

[Marisa Fagan]

Thank you, Andrew. I sponsor this motion for an e-vote. 

-Marisa 

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[ashwini siddhi]

And I can second it.

Thank you.

Regards

Ashwini 

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[Steve Springett]

I’ll second.

— Steve

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[Steve Springett]

Looks like Ashwini beat me to it. :-) 

— Steve

[Andrew van der Stock]

Hi all,

Sorry for the delay. I've sent through the e-vote. I had thought I had pressed publish on Friday, but it didn't go through. Disinterested Directors should now have a Google form link in their inboxes. I am recording email addresses for the vote to make sure that Harold doesn't vote. 

thanks,

Andrew

I’ll second.

— Steve

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[Louis Griffith]

Hi Andrew,

I have not received a link to the e-vote.

Ricardo

I’ll second.

— Steve

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[Andrew van der Stock]

Hi Board,

I've sent through the link to the e-Vote yesterday. Please check your email if you've not already voted. We have a quorum of votes so far, but it is still possible that the vote could end up in a tie, in which case, the Chair would cast the deciding vote to break the deadlock. 

thanks,

Andrew

I’ll second.

— Steve

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