May 31, 2013

Notice of Recording

 * Notice to all attendees - board meetings are recorded and publicly available as of March, 2013
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Recording of Meeting

Time
3:00pm - 4:00pm EST

Location
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Access Code: 349-738-774 Audio PIN: Shown after joining the meeting

Meeting ID: 349-738-774

May 2013 Executive Director Report and Recommendations

Board Members Present

 * Tom Brennan
 * Michael Coates
 * Dave Wichers

Staff Present

 * Sarah Baso
 * Kelly Santalucia
 * Alison Shrader
 * Kate Hartmann
 * Samantha Groves

Other Community Members Present

 * Tobias Gondrom
 * Dennis Groves
 * Bil Corry

Board members not in attendance

 * Seba Deleersnyder
 * Eoin Keary
 * Jim Manico

Vote Required
1. Budget Modifications: Move money ($48,950)from the following items:
 * Extra $18,000 in budget under New hire IT (we are currently paying Matt $1000/month and $30,000 was originally allocated)
 * Not currently hiring new Administrative Assistant - $10,000 Avail
 * Not currently hiring Education Coordinator (Income/Expenses will break even)
 * Reducing Staff travel- cut $13,000
 * Extra money in Podcast line item (confirmed with Jim) - $2600
 * No more Office Rent - $350
 * Suggested cut Chapter Webinars allocation (no plans currently for spending) - $5000, this is a good item for chapters to fund themselves

Allocate $48,950 as follows:
 * 19,500 already committed in budget to staff expenses and salesforce expense (see report for details)
 * $20,500 for immediate hiring of new conferences manager (cost of 6 month salary and benefits)
 * Remaining $8,950 towards hiring a chapter coordinator. Will need to "raise" the remaining $11,000 needed for hiring. Staff will be coordinating messaging and internal fundraising from chapters to help meet this goal.

2. Signatory Policy: The OWASP Foundation will use the following policy when approving financial transactions or entering into contracts or other agreements requiring a financial committement by the Foundation, to ensure financial transparency and achieve operational independence from board members:
 * Financial obligations and transactions up to $10,000 USD - single signer (Sarah primary, Kate secondary)
 * Financial obligations and transactions more than $10,00 USD and up to $50,000 USD - dual signer (Sarah (Executive Director) and Dave (Treasurer), Sarah and Seba (EU))
 * Financial obligations and transactions more than $50,000 USD - Dual signer (second signer MUST be a board member), and notice given to the entire board of directors


 * Dual Signers - If Sarah is not available, 2nd Board member can sign in her place
 * Additionally, where the board treasurer is not authorized on our European account, the board can assign oversight responsibility for our European account to another member. Currently Seba has oversight of our European account and accounting practices and will be the second signer for European Transactions.

Feedback Requested

 * Sarah working with staff to outline by end of Q2 additional reports/statistics to include in monthly board report related to membership, chapters, projects, conferences, and overall budget. Board should send any requests on what they would like to see to Sarah ASAP.


 * Proposed policy to eliminate individual membership split - 100% to Foundation. This needs details fleshed out and discussion, but is a starting point to raise awareness into the large amount of money that is sitting in the chapters and project funds (over $260,000 USD).


 * Read May 2013 Executive Director Report and Recommendations and provide any questions, feedback or issues.

Action Required
In addition to the items in progress by the staff listed in the report:


 * Dave to update access on OWASP Foundation Paypal account - Sarah and Kate to be given admin access, Dave and Alison should have view-only
 * Seba to add Sarah as approver on ING - European - Checking account
 * Tom to follow up with Sarah on request to be removed from EU entity paperwork
 * Sarah to provide details on proposal to move US accounts to Capital one to Dave for review
 * Sarah to put together charts on where OWASP income comes from (ie 40% from appsec conferences, x amount membership)

Pending Board Policy Items

 * 1) Foundation Corporate Sponsorship & Membership Changes
 * 2) Project Sponsorship & Branding Recommendations
 * 3) Proposal to modify Board Election Terms
 * 4) By-laws motion (Jim) to drop language requiring in-person board meeting attendance from section 3.03 - "and shall meet in person at least once annually at a date to be announced and agreed upon"
 * 5) Need to develop a Conflict of Interest Policy (reference: http://www.councilofnonprofits.org/conflict-of-interest)