July 2026 Videoconference

Meeting Details

  • Date: 28 July 2026
  • Time: 12PM US Eastern Daylight Time, UTC 1700 convert
  • Location: Remote
  • Call-in: Zoom Meeting

Agenda

CALL TO ORDER

Board Members

  • Ricardo Griffith
  • Steve Springett
  • Harold Blankenship
  • Sam Stepanyan
  • Ashwini Siddhi
  • Kelly Santalucia
  • Marisa Fagan

Guests

  • Andrew van der Stock
  • Missie Lindsey
  • Starr Brown
  • Christian Capellan
  • Stacey Ebbs
  • Chris Barbeau
  • Leea Hudson-Wilson

CONFLICT OF INTEREST AND ANTI-TRUST STATEMENT

As the Board consists of individuals from many competing organizations, OWASP and its Board shall abide by all applicable anti-trust and competition laws. To avoid any perceived or actual conflict of interest, or anti-trust concerns under US federal, state, or regulations, only the published agenda shall be discussed or voted upon, or amended as below. If there are any conflicts of interest, Board members are expected to disclose the conflict of interest and must recuse themselves from discussion and voting.

CHANGES TO THE AGENDA

Changes to the agenda - unless otherwise prohibited by anti-trust or competition laws - including adding, altering, or tabling of motions is permitted by following Roberts Rules of Order (RONR 12th Ed) 41:63, which requires an affirmative two-thirds vote.

APPROVAL OF MINUTES

PRE-READING MATERIAL

Committee Reports

Project Committee update

Björn Kimminich replied that there is no current status update for the Project Committee, and that the committee is “more or less asleep right now.”

Chapter Committee update

Quick update on the status of the reformation of the Chapter Committee from Sam.

NEW BUSINESS

Welcome our new Associate Executive Director

A quick introduction to Lori Meagher, who is our new Associate Executive Director.

Motion to update the Chapter Policy to align policy with the Leaders as Members policy in force since 2024

Background In 2024, the Board approved a policy change that required Leaders to be Members. The Chapter Policy has not been updated to reflect this change. This motion is to update the Chapter Policy to align with the Leaders as Members policy.

Motion: “Resolved, that the OWASP Board of Directors approves the update to the Chapter Policy to require that OWASP Chapter Leaders must be OWASP Members.”

Sponsor: Sam Stepanyan Second: Marisa Fagan

Policy review updates

Background The Board has been reviewing the OWASP policies to ensure they are up to date and aligned with the current practices of the organization. This update discusses the current status of the policy review process, and any upcoming policies that require community review and voting in future public Board meetings.

Advisory Council update

Background Missie Lindsey and Stacey Ebbs will provide an update on the Industry Advisory Council, including the current status of the council, any upcoming initiatives, and any feedback from corporate supporters.

Chapters creation update

Background Andrew van der Stock and Harold Blankenship to provide an update on chapter creation, including the current status of new chapters, and any challenges faced.

Student Chapters Working Group

Background The Board has been discussing the formation of a Student Chapters Working Group to support the growth and development of OWASP Student Chapters. This update by Marisa Fagan will provide an overview of the working group, its goals, and any upcoming initiatives.

Discussion on Awarding an OWASP Scholarship

Background This item is awaiting legal feedback, but if received, a discussion on the potential awarding of an OWASP Scholarship.

Proposed change to the agenda: Discussion on term limits as set out in the bylaws

Background Andrew van der Stock wishes for a discussion and decision to clarify Director term limits, and how they affect the upcoming and future elections. This discussion directly affects two candidates for the 2026 elections, and will affect any appointed candidates in the future. The Board should resolve this before nominations close on August 30, so that candidates for election/re-election can campaign with confidence. Eligibility statements have been removed from the draft 2026 elections page until this ambiguity is resolved.

The current bylaws, approved in July 2024, completely replace all previous bylaws and amendments. To reduce legal risk, the new bylaws were intentionally designed to derived from model Delaware non-profit boilerplate, and has the least number of amendments to make it “OWASP-like”. Previous Boards from 2021-2024 extensively reviewed and debated the bylaws over a three year period, including in working groups and through the community review processes, and yet appointed Director term limits seems to have been overlooked, or it was accepted that the reading of what was written was acceptable to get to a more standard set of bylaws.

An ambiguity has been discovered in the bylaws regarding term limits for Directors appointed to fill a vacancy, which likely means appointed Directors can serve their appointed term and up to two elected terms in any ten year period. The current bylaws do not explicitly state this, but it’s likely that this interpretation is valid due to the way the bylaws do not exclude this possibility, and according to AI, Delaware courts have interpreted similar ambiguities to mean the maximal, rather than minimal reading.

The two relevant bylaw sections both define Director “terms”: Section 4.3 states “each Director shall have a term of two years, with a maximum of two terms in any ten year period, and thereafter, subject to Section 4.3(b) below”. Section 4.6 states “The term of a Director so appointed or elected shall be the unexpired portion of the term of the Director, if any, whom the Director so appointed or elected is replacing”. The two clauses are not linked explicitly in the current bylaws, but they are also not prevented.

The Executive Director seeks direction from the Board: are the current bylaws sufficiently clear, or should they be clarified or amended? The chosen option will be referred for legal advice and drafted as a motion or series of motions for the August 2026 public Board meeting. If approved, the change will govern any appointed Director’s candidacy in the upcoming election and all future appointments. In all cases, all supporting documentation will be updated to clarify the Board’s intent, including the elections site, Director Agreements, and any call for nominations.

Options

  1. No change to the bylaws, but provide clarification in supporting Board Directors policy and all related documentation. This is the most defensible option. Maximum Board service is up to 6 years in any ten year period.
  2. Update bylaws to clarify that the appointed Director’s appointed term counts towards the term limits as defined in section 4.3 if the residual of the appointed term exceeds 50% of a term as set out in section 4.3. Maximum Board service is up to 5 years in any ten year period.
  3. Update bylaws to clarify that the appointed Director’s appointed term counts towards the term limits as defined in section 4.3. Maximum Board service is up to 4 years in any ten year period.

Board, please vote here: https://forms.gle/5hjWCUW3we4d8Lxz7 prior to the meeting so we can see which is the most likely option to be approved. You can change your vote during the meeting if you wish.

Executive Session on staffing

Discussion on combining the Community Support Representative and the IT Support role into a single role.

COMMENTS, ANNOUNCEMENTS, AND OTHER BUSINESS

ADJOURNMENT

Adjournment motion

The next general Board meeting is on August 25, 2026, at 12 pm US Eastern Time.

“It is moved, and seconded to adjourn. Those in favor, say “aye””

Sponsor: Chair Second: TBA

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