Motion on removal of directors

[Andrew van der Stock]

Hi Board,

I'd like for you to review the motion below, discuss and provide a second / sponsor at the prep call on the 9th (see below about a meeting invite). 

Our bylaws were reviewed by Schwabe, and they suggest the section of the bylaws referring to Directors or Officers is actually not workable, as it requires the unanimous vote of the Board, which is unlikely when it comes to a Director approving themselves to be removed. I have made the following change to be aligned with RONR 62:16. which requires a 2/3rds vote. 

The lawyers made several other suggestions as well, and I will discuss these at the prep call on the 9th. I've sent through an invite for that call to replace the one that would be normally held on the 20th. 

Proposed motion, which changes in bold (please discuss and amend as you see fit):

"Resolved, the OWASP Board directs the Foundation to update bylaws section 2.04 as follows:

SECTION 2.04 Removal

Any officer, contractor, member, or director may be removed by a two thirds vote of the Board of Directors whenever, in its judgment, the best interests of the Foundation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer, agent, or director shall not of itself create contract rights, and such appointment shall be terminable at will."

In another proposed motion, the lawyers suggest that we modify the bylaws to be two thirds vote as well, so I would encourage at least a two third vote for this motion, as it's a very serious step, and not something I would like to see a majority being able to vote on, but clearly a unanimous vote is simply not workable. 

thanks,

Andrew

[Grant Ongers (OWASP)]

Happy to sponsor this. 

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[Vandana Verma]

Happy to second the motion 

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[Josh Sokol]

I think this is a horrible idea and would strongly caution the Board against this.  While I agree with the sentiment that a Director may not remove themself, this should be approved by ALL other Directors.  Directors should be forced to work together unless there is truly an issue that everyone else agrees with.

~josh

[Grant Ongers (OWASP)]

As it stands today a basic majority would be all that's required. This requires more directors to work together. Right?

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[Josh Sokol]

That is incorrect. As it stands today, it is UNANIMOUS. The lawyers point is well taken that a Director likely wouldn't vote to remove themself, but the bar should still be that all other directors agree that they should be removed.

~josh

[Richard Greenberg]

I think 5 out of 6 Bd members, excluding the Bd member being voted on, is the good amount.

Richard Greenberg, CISSP

OWASP Global Board of Directors

ISSA Honor Roll & Distinguished Fellow

President, OWASP LA, www.owaspla.org
President, ISSA LA, www.issa-la.org
LinkedIn:  http://www.linkedin.com/in/richardagreenberg
(424) 307-4440

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[Grant Ongers (OWASP)]

I'm going to disagree with with that unanimous interpretation of the original text was: "Any officer, contractor, member, or director may be removed by a vote of the Board of Directors". To me that means a normal majority vote, like every vote the Board takes.

I'm not opposed to Richard's suggested version but what happens if there aren't enough board members for 5 votes? 

The idea of a supermajority consisting of 2 thirds is fairly normal for major impact changes (like booting a director, changing the by-laws etc.)

[Josh Sokol]

In a year where only 3 directors elected, that would mean it would only take one new Board member, plus the current Board members, to remove the other two new Directors. It is next to impossible to remove a Board member to prevent abuse. It should be used in situations where a Board member becomes ill or dies. Not because you don't like what they stand for. That vote belongs to the members, not the Board.

~josh

[Grant Ongers (OWASP)]

Again. This is changing this from a simple majority to a supermajority vote requirement, right?

What wording would you like to see? 

[Andrew van der Stock]

Josh,

Please be aware the lawyers did say 2/3rds vote is the typical number for all other bylaws they see, and what they recommended. It's also what's in RONR, documented as the ratio in many sections. I would be loathed to require the unanimous vote of the residual directors because again, that would again be unique to this organization instead of the corporate norm.

The reality is that the OWASP Board in its history has taken a fair few motions of no confidence, and has far as I am aware, never actually invoked it. I doubt 5/7 directors will change that outcome, but at least it is possible in case of a dispute.

thanks,

Andrew

[Sherif Mansour]

Thank you Andrew,

This in line with an overall approach to adopt corporate governance best practices and standard bylaws for standard issues.

With better BoD training and implementing Robert’s rules of Order, the goal is these situations would be brought to a minimum, and help the board make more informed decisions.

-Sherif

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