Bylaws of The OWASP Foundation
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ARTICLE I
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Offices

Section 1.1 Registered Office and Registered Agent. The address of the
initial registered office of The OWASP Foundation (the "Corporation") in the
State of Delaware and the name of the initial registered agent of the
Corporation at such address are set forth in the Certificate of
Incorporation (the "Certificate"). The Corporation may, from time to time,
designate a different address as its registered office or a different person
as its registered agent, or both; provided, however, that such designation
shall become effective upon the filing of a statement of such change with
the Secretary of State of the State of Delaware as is required by law.

Section 1.2 Principal Office. The principal office of the Corporation shall
be at << Mark Curphey's Street Address >>, or at such other place as the
Board of Directors shall designate from time to time. The business of the
Corporation shall be transacted from the principal office, and the records
of the Corporation shall be kept there.

Section 1.3 Other Offices. The Corporation shall have such offices either
within or outside the State of Delaware and within or outside the United
States, as the Board of Directors may from time to time determine or as the
business of the Corporation may require. In the event the Corporation
desires to qualify to do business in one or more states other than Delaware,
the Corporation shall designate the location of the registered office in
each such state and designate the registered agent for service of process at
such address in the manner provided by the law of the state in which the
corporation elects to be qualified.


ARTICLE II
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Members

Section 2.1 Admission of Members. The initial Members of the Corporation
shall be admitted upon the affirmative vote of the Board of Directors of the
Corporation at the initial meeting of the Board of Directors. Thereafter, to
be eligible for membership, a person, corporation, organization, or other
entity must complete a written membership application in such form as shall
be adopted by the Board of Directors from time to time. The substance of
such membership application must be included in a notice to the Members of
the meeting at which such membership application is considered. Members
shall be admitted upon the affirmative vote of a majority of the Members of
the Corporation voting. Emeritus Members may request reinstatement as
Members of the Corporation by completing and submitting a membership
application to the Board of Directors which shall be considered in the same
manner as an application for a new membership. An applicant for membership
may not be admitted if, at the time of application or consideration, fifteen
percent (15%) of the Members of the Corporation are employed by or represent
the same corporation or organization as that corporation or organization
which employs the applicant or is represented by the applicant.

Section 2.2 Members. All Members of the Corporation shall have voting rights
in accordance with Article III of these Bylaws. Dues, assessments and levies
shall not be imposed on the Members of the Corporation as a condition of
membership.

Section 2.3 Emeritus Members. An Emeritus Member is a former Member whose
membership has been suspended and converted to emeritus status, either
voluntarily or by action of the Members. An Emeritus Member is not
considered a Member of the Corporation for purposes of the General
Corporation Law of the State of Delaware. Members may voluntarily convert
their membership to Emeritus status at any time upon ten (10) days' written,
signed notice delivered to an officer of the Corporation. Upon an
affirmative vote of two-thirds (2/3) of the Members of the Corporation, the
membership of a Member shall be converted into an emeritus membership.

Upon the effective date of conversion of the membership of any Member to
Emeritus status, all rights and obligations of such Member shall cease,
including, but not limited to voting rights. Emeritus Members shall be
entitled to attend (but not vote) at meetings of the Members, and the
officers of the Corporation shall attempt, in good faith, to continue to
deliver notices of meetings of the Members of the Corporation to such
Emeritus Members. References in these Bylaws to a "Member" or to the
"Members" of the Corporation shall not include any Emeritus Member unless
explicitly provided otherwise. An Emeritus Member may apply for membership
in the Corporation as set forth in Section 2.1 of these Bylaws.

Section 2.4 Resignation. Members and Emeritus Members may resign as such by
tendering such written resignation to an officer of the Corporation.

Section 2.5 Removal by Members. A Member may be involuntarily removed from
membership by an affirmative vote of two-thirds (2/3) of the Members of the
Corporation.

Section 2.6 Automatic Termination. Members may have their membership status
automatically terminated and their names removed by the Secretary of the
Corporation from all membership records of the Corporation if they fail to
participate in three (3) consecutive meetings of the Members of the
Corporation, held electronically or otherwise.

Section 2.7    Effect of Resignation, Removal or Automatic Termination. All
rights, including voting rights, if any, of a Member shall cease on the date
of resignation, removal, or automatic termination of such Member. A former
Member may reapply for membership in accordance with Section 2.1 of these
Bylaws.

Section 2.8 Affiliated Persons. The Board of Directors may, from time to
time, establish classes of persons affiliated with the Corporation other
than Members of the Corporation as defined in this Article II. Such persons
shall not be considered Members of the Corporation within the meaning of the
General Corporation Law of the State of Delaware, and shall have no vote on
any matter before the Corporation. The Board may establish annual dues
payable by persons associated or affiliated with the Corporation and such
other rules pertaining to such persons as the Board may from time to time
determine.


ARTICLE III
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Meetings of Members

Section 3.1 Place of Meetings. Meetings of the Members shall be held at the
principal office of the Corporation or any other place (within or outside
the State of Delaware and within or outside the United States) designated in
the notice of the meeting or may be held by means of remote communication
according to such procedures as are adopted by the Board of Directors from
time to time.

Section 3.2 Annual Meetings. A meeting of the Members shall be held annually
at such time as the Board of Directors may determine, at which annual
meeting the Members shall elect a Board of Directors and transact other
proper business as may properly come before them.

Section 3.3 Special Meetings. Special meetings of the Members shall be held
when directed by the Chair of the Board of Directors, or when requested in
writing by not less than ten percent (10%) of all members entitled to vote
at the meeting. The call for the meeting shall be issued by the Secretary,
unless the Chair, Board of Directors or Members requesting the meeting shall
designate another person to do so.

Section 3.4 Notice. Written notice stating the place, if any, and the means
of remote communication by which Members may participate, and the date and
hour of the meeting, shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting by or at the direction of the
officer or persons calling the meeting, to each Member of record entitled to
vote at such meeting. Notice shall be delivered personally, sent by
telecopier or facsimile machine, mailed, or sent via electronic
transmission, if the Member has consented to receipt of notices via
electronic transmission.

Section 3.5 Notice of Adjourned Meetings. When a meeting is adjourned to
another time or place, the Corporation shall not be required to give any
notice of the adjourned meeting if the time and place, if any, and the means
of remote communication for the adjourning meeting are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, any
business may be transacted that might have been transacted at the original
meeting. If, however, the adjournment is for more than thirty (30) days, or
if after the adjournment the Board of Directors fixes a new record date for
the adjourned meeting, a notice of the adjourned meeting shall be given as
provided in Section 3.5 above, to each Member of record on the new record
date entitled to vote at such meeting.

Section 3.6 Waiver of Notice. Whenever notice is required to be given to any
Member, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein,
shall be the equivalent to the giving of such notice. Attendance by a person
at a meeting including participation by remote communications shall
constitute a waiver of notice of such meeting, except when the person
attends a meeting or participates by remote communication for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of any meeting of the Members
need be specified in the written waiver of notice.

Section 3.7 Record Date. For the purpose of determining Members entitled to
notice of and to vote at any meeting of Members or any adjournment thereof,
or in order to make a determination of Members or for any other proper
purpose, the Board of Directors of the Corporation may, but need not, fix a

date as the record date for any such determination of Members, which record
date, however shall in no event be more than sixty (60) days prior to any
such intended action or meeting.

Section 3.8 Member Quorum. Except as otherwise required by law, by the
Certificate of Incorporation or by these Bylaws, one-third (1/3) of the
Members entitled to vote, represented in person or proxy, including through
remote communication, shall constitute a quorum at a meeting of Members. If
a quorum is present, the affirmative vote of a majority of the Members
represented at the meeting and entitled to vote on the subject matter shall
be the act of the Members, unless the vote of a greater number is required
by the General Corporation Law of the State of Delaware or by the
Certificate of Incorporation or by these Bylaws. The Directors shall be
elected by the affirmative vote of a plurality of the votes of the Members
present in person or proxy, including through remote communication, at the
meeting and entitled to vote on the election of Directors.

After a quorum has been established at a Members' meeting, the subsequent
withdrawal of Members, so as to reduce the number of Members in person or
represented by proxy entitled to vote at the meeting below the number
required for a quorum, shall not affect the validity of any action taken at
the meeting or any adjournment thereof.

After a quorum has been established at a Members' meeting, the subsequent
admission of new Members, so as to increase the number of Members required
for a quorum above the number of Members present in person or proxy,
including through remote communication, entitled to vote at the meeting,
shall not affect the validity of any action taken at the meeting or any
adjournment thereof.

If a quorum is not represented at a meeting, the Members present shall
constitute a quorum for the sole purpose of adjourning such meeting, and the
majority of the Members so present may adjourn the meeting to such date,
time and place as they shall announce at the time of adjournment. Any
business that might have been transacted at the adjourned meeting if a
quorum had been present, may be transacted at the meeting held pursuant to
such an adjournment and at which a quorum shall be represented.

Section 3.9 Voting. Each current Member of the Corporation (other than
Emeritus Members) shall be entitled to one (1) vote on each matter submitted
to a vote at a meeting of the Members, except as may otherwise be provided
in the General Corporation Law of the State of Delaware.

A Member may vote either in person or by proxy executed in writing,
including through remote communication, by the Member or his or her duly
authorized attorney-in-fact.

Section 3.10 Proxies. Every Member entitled to vote at a meeting of Members
or to express consent or dissent to corporate action in writing without a
meeting, or a Member's duly authorized attorney-in-fact, may authorize
another person or persons to act for him/her by proxy.

Every proxy must be signed by the Member or his or her attorney-in-fact or
authorized by electronic transmission. No proxy shall be valid after three
(3) years from its date, unless otherwise provided in the proxy. All proxies
shall be revocable.

Section 3.11 Consent Action. Any action required to be taken or which may be
taken at a meeting of Members of the Corporation, may be taken without a
meeting, without prior notice and without a vote, if a written consent
setting forth the action so taken shall be signed by Members having not less
than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all Members entitled to vote thereon
were present and voted; provided, however, that no written consent shall be
effective unless such consent (i) bears the date of signature by each Member
signing such consent and (ii) is delivered to the Corporation within sixty
(60) days of the date on which the earliest consent was delivered to the
Corporation. A facsimile signature or electronic transmission signature
shall constitute a signature for these purposes, provided that the
electronic transmission was transmitted by the Member or person authorized
to act for the Member and the date of transmission is evident. Prompt notice
of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those Members who have not
consented in writing. Delivery of a consent shall be to the principal place
of business of the Corporation or to an officer or agent of the Corporation
and shall be personal, sent by facsimile, or mailed, first class, postage
prepaid, or sent via electronic transmission bearing a date of transmission.
The date of delivery for any consent delivered by facsimile or electronic
transmission shall be determined by the method specified by resolution of
the Board of Directors of the Corporation.

Section 3.12 Matters Submitted to a Vote. Any matter that may properly come
before the Members may be submitted to the Members for a vote at an annual
or special meeting upon request signed or approved by not less than five
percent (5%) of the Members of the Corporation.


ARTICLE IV
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Board of Directors

Section 4.1 General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors, which
may exercise all such powers of the Corporation and do all such lawful acts
and things as are not by law, by the Certificate of Incorporation or by
these Bylaws either prohibited or specifically reserved to the Members.

Section 4.2 Qualifications. Directors may only be adult natural persons but
need not be residents of Delaware or of the United States nor Members of the
Corporation. Each Director shall demonstrate his or her willingness to
accept responsibility for governance and his or her availability to
participate actively in governance activities. Directors shall be selected
to bring a variety of interests and expertise to the Corporation.

Section 4.3 Compensation. Directors shall not receive any compensation for
acting as such, but Directors shall be entitled to reasonable compensation
for services rendered as an employee of the Corporation. The Corporation
shall be entitled to purchase officersı and directorsı liability insurance
without violating these Bylaws.

Section 4.4 Number. The Board of Directors of the Corporation shall be
composed of not less than three (3) nor more than seven (7) Directors as
determined from time to time by the Members of the Corporation. No decrease
in the number of Directors pursuant to this section shall effect the removal
of any Director then in office.

Section 4.5 Election and Term. Each person named in the Certificate of
Incorporation as a member of the initial Board of Directors shall hold
office until the first annual meeting of Members and until his or her
successor shall have been elected and qualified or until his or her earlier
resignation, removal or death.

At the first annual meeting of Members and at each annual meeting
thereafter, the Members, by the affirmative vote of a plurality of the votes
of the Members present and entitled to vote, shall elect Directors to hold
office until the next succeeding annual meeting. Each Director shall hold
office for the term for which he or she is elected and until his or her
successor shall have been elected and qualified or until his or her earlier
resignation, removal or death.

Section 4.6 Resignation and Removal of Directors. A Director may resign at
any time upon providing written notice of such resignation to the
Corporation. Any Director or the entire Board of Directors may be removed,
with or without cause, by a vote of the majority of the Members entitled to
vote for the election of Directors or as otherwise provided in the General
Corporation Law of the State of Delaware.

Section 4.7 Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the authorized
number 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
or by a sole remaining Director. A Director elected to fill a vacancy shall
hold office only until the next election of Directors by the Members.


ARTICLE V
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Meetings of the Board of Directors

Section 5.1 Place of Meetings. The Board of Directors may hold its annual,
regular and special meetings at such places, within or without the State of
Delaware, as determined by the Chair of the Board of Directors or his or her
designee. If no place is determined, the meeting shall be held at the
Corporationıs principal place of business.

Section 5.2 Annual Meetings. The Board of Directors shall hold an annual
meeting at such time and place as the Board of Directors shall determine. At
each annual meeting, the Board of Directors shall elect officers and shall
conduct such other business as may properly come before it.

Section 5.3 Regular Meetings. In addition to the annual meeting, the Board
of Directors shall hold regular meetings according to a schedule established
by the Board of Directors, but not less frequently than quarterly. At each
regular meeting, the Board of Directors shall conduct such business as may
properly come before the meeting.

Section 5.4 Special Meetings. Special meetings of the Board of Directors may
be called by: (a) Chief Executive Officer of the Corporation, (b) Chair of
the Board of Directors, or (c) upon written request of any two (2) or more
Directors of the Corporation. A person entitled to call a special meeting of
the Board of Directors may make a written request to the Secretary to call
the meeting. The Secretary shall give written notice of the meeting in the
manner provided below, and the meeting shall be held between three (3) and
fourteen (14) days after receipt of the request to call a special meeting.
If the Secretary fails to give notice of the meeting within three (3) days
from the day on which the request was received by the Secretary, the person
or persons who requested the special meeting may fix the time and place of
meeting, and give notice thereof. If no place is identified, the meeting
shall be held at the Corporationıs principal place of business.

Section 5.5 Notice of Meeting. Not less than ten (10) daysı written notice
of the annual meeting of the Board of Directors, excluding the day of the
meeting, shall be given to all Directors. Said notice shall include proposed
agenda items, but the failure to include an agenda item in the notice shall
not prevent action from being taken with respect to such item. Notice of a
meeting at which an amendment to the Certificate of Incorporation of the
Corporation will be proposed must contain the substance of the proposed
amendment.

Not less than three (3) daysı written notice of a regular or special meeting
of the Board of Directors, excluding the day of the meeting, shall be given
to all Directors.

Notice shall be delivered personally, sent by telecopier or facsimile
machine, or mailed, first class, postage prepaid, or sent via electronic
transmission, if the Director has consented to receipt via electronic
transmission. Whenever written notice to Directors provides less than five
(5) daysı prior written notice of the meeting, excluding the date of the
meeting, reasonable effort shall be made to notify Directors by telephone of
the meeting at the time of giving written notice, but the failure to contact
any Director(s) by telephone shall not affect the validity of the meeting or
any action taken at such meeting.

Section 5.6 Waiver of Notice. Any Director may waive notice of any meeting
of the Board of Directors in writing before, at or after a meeting. The
attendance of a Director at any meeting shall constitute a waiver of notice
of such meeting, unless he or she objects at the beginning of the meeting to
the transaction of business because the meeting is not lawfully called or
convened and does not participate in the meeting, or objects before a vote
on an item of business because the item may not be lawfully considered at
that meeting and does not participate in the consideration of that item at
the meeting. The waiver shall be filed with the person who has been
designated to act as secretary of the meeting, who shall enter the waiver
upon the records of the meeting.

Section 5.7 Quorum and Voting. The presence of a majority of the Members of
the Board of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but the Directors present
at any meeting, although less than a quorum, may adjourn the meeting from
time to time. If a quorum is present when a duly called or held meeting is
convened, the Directors present may continue to transact business until
adjournment, even though the withdrawal of Directors originally present
leaves less than the proportion or number otherwise required for a quorum.
At any meeting of the Board of Directors, each Director present at the
meeting shall be entitled to cast one (1) vote on any question coming before
the meeting. Except as otherwise provided in these Bylaws, a vote of the
majority of the Directors present at a meeting in which a quorum is present
shall be the act of the Board of Directors.

Section 5.8 Action Without a Meeting. Any action required or permitted to be
taken at a meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all the members of the Board or committee, as
the case may be, consent thereto in writing or by electronic transmission,
and such writing or electronic transmission is filed with the minutes of the
proceedings of the Board or committee. Such consent shall have the same
effect as a unanimous vote of the Board or committee.

Section 5.9 Meeting by Means of Electronic Communication. A conference among
Directors by a means of communication through which the Directors may
simultaneously hear each other during the conference constitutes a meeting
of the Board of Directors if the same notice is given of the conference as
would be required for a meeting, and if the number of Directors
participating in the conference would be sufficient to constitute a quorum
at the meeting. Participation in a meeting by this means is personal
presence at the meeting. In addition, a Director may participate in a
meeting of the Board of Directors by any means of communication through
which the Director, other Directors participating and all Directors
physically present at the meeting may simultaneously hear each other during
the meeting.

Section 5.10 Rules of Procedure. The Board of Directors may adopt or
establish rules of procedure for conducting meetings provided such rules are
not inconsistent with the Corporationıs Certificate of Incorporation, these
Bylaws or Delaware law. In the absence of Board action, the Chair of the
Board of Directors shall establish rules of procedure for conducting
meetings provided such rules are not inconsistent with the Corporationıs
Certificate of Incorporation, these Bylaws or Delaware law.


ARTICLE VI
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Officers

Section 6.1 Number and Qualifications. The officers of the Corporation shall
consist of the following: (a) a Chair, (b) an Executive Director, (c) a
Secretary, and (d) a Treasurer. Officers must be natural persons that the
Board of Directors elects or appoints. Officers need not be Directors of the
Corporation and shall hold office at the discretion of the Board of
Directors. Subject to these Bylaws, the Board of Directors may also elect or
appoint one or more additional officers or assistant officers as it may deem
convenient or necessary. Except as provided in these Bylaws, the Board of
Directors shall fix the powers and duties of all officers.

Section 6.2 Election and Term. The officers of the Corporation shall be
appointed by the Board of Directors. Such appointment by the Board of
Directors may be made at any regular or special meeting of the Board. Each
officer shall hold office for a period of one year or until his or her
successor is elected and qualified or until his or her earlier resignation
or removal. An individual may hold more than one office of the Corporation
at the same time.

Section 6.3 Resignation, Removal and Vacancies. Any officer of the
Corporation may resign at any time upon written notice to the Corporation.
Any officer elected or appointed by the Board of Directors shall hold office
at the pleasure of the Board of Directors and may be removed at any time,
with or without cause, by a resolution approved by the affirmative vote of a
majority of the Directors present. Any vacancy in an office of the
Corporation shall be filled by action of the Board of Directors. The removal
of any individual as an officer of the Corporation does not automatically
affect such individualıs employee status with the Corporation.

Section 6.4 Compensation. The compensation, if any, of all officers of the
Corporation shall be fixed by the Board of Directors and may be changed from
time to time by a majority vote of the Board of Directors. The fact that an
officer is also a Director of the Corporation shall not preclude such person
from receiving compensation as either a Director or officer, nor shall it
affect the validity of any resolution by the Board of Directors fixing such
compensation. The Executive Director shall have authority to fix the
salaries, if any, of all employees of the Corporation, other than officers
elected or appointed by the Board of Directors.

Section 6.5 Chair of the Board. The Chair of the Board shall preside at all
meetings of the Board of Directors and Members and shall have such other
duties and authority as may be conferred by the Board of Directors.

Section 6.6 Executive Director. Unless provided otherwise by a resolution
adopted by the Board of Directors, the Executive Director shall be the Chief
Executive Officer of the Corporation and shall have general and active
management of the business and affairs of the Corporation, subject to the
direction of the Board of Directors. In the absence of the Chair of the
Board, the Executive Director shall preside at all meetings of the Board of
Directors and Members. The Executive Director shall see that all orders and
resolutions of the Board of Directors are carried into effect, shall sign
and deliver in the name of the Corporation any deeds, mortgages, bonds,
contracts, or other instruments pertaining to the business of the
Corporation, except in cases in which the authority to sign and deliver is
required by law to be exercised by another person or is expressly delegated
by the Certificate of Incorporation, these Bylaws, or the Board of Directors
to some other officer or agent of the Corporation, may maintain records of
and certify proceedings of the Board of Directors, and shall perform such
other duties as may from time to time be prescribed by the Board of
Directors

Section 6.7 Secretary. Unless provided otherwise by a resolution adopted by
the Board of Directors, the Secretary shall keep accurate records of the
acts and proceedings of all meetings of the Members and Directors. The
Secretary shall give all notices required by law and by these Bylaws. He or
she shall mail to all Directors within thirty (30) days after each meeting
copies of all said actions and minutes of said proceedings. In addition, the
Secretary shall have general charge of the corporate books and records and
of the corporate seal, and he or she shall affix, or attest the affixing of,
the corporate seal to any lawfully executed instrument requiring it. The
Secretary shall have general charge of the membership records of the
Corporation and shall keep, at the principal office of the Corporation, a
record of the Members showing the name, address, telephone number, facsimile
number and electronic mail address of each Member. The Secretary shall sign
such instruments as may require his or her signature and, in general, shall
perform all duties as may be assigned to him or her from time to time by the
Chair, the Executive Director or the Board of Directors.

Section 6.8 Treasurer. Unless provided otherwise by a resolution adopted by
the Board of Directors, the Treasurer shall have custody of all corporate
funds and financial records, shall keep full and accurate accounts of
receipts and disbursements and render accounts thereof at the annual
meetings of Members, and shall perform such other duties as may be
prescribed by the Chair, the Executive Director or the Board of Directors.


ARTICLE VII
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Committees

Section 7.1 Executive and Other Committees. The Board of Directors, by
resolution adopted by the affirmative vote of the Directors in office, may
designate one or more committees of the Board from among its members from
time to time. Committee members must be Directors of the Corporation and
shall at all times be subject to the direction and control of the Board of
Directors. Each committee, to the extent provided in such authorizing
resolution, shall have and may exercise all the power and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, as limited by the laws of the State of Delaware.

The Board of Directors, by resolution adopted in accordance with this
section, may designate one or more Directors as alternate members of any
such committee, who may act in the place and stead of any absent or
disqualified member or members at any meeting of such committee. In the
absence or disqualification of any member of any such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified committee member.

The provisions of these Bylaws shall apply to committees established by the
Board under this Section and members thereof to the same extent they apply
to the Board of Directors and Directors, including, without limitation, the
provisions with respect to meetings and notice thereof, absent members,
written actions and valid acts. Each committee shall keep regular minutes of
its proceedings and report the same to the Board.

Section 7.2 Executive Committee. The Chair, the Executive Director and such
other Directors, if any, elected by the Board of Directors by resolution
shall constitute the Executive Committee of the Board of Directors of the
Corporation. The Executive Committee shall act only during intervals between
meetings of the Board of Directors and shall at all times be subject to the
control and direction of the Board of Directors. During such intervals and
subject to such control and direction, the Executive Committee shall have
and may exercise all of the authority and powers of the Board of Directors
in the management of the affairs of the Corporation, subject to such
limitations as the Board of Directors may impose. The Executive Committee
shall keep regular minutes of its proceedings and report the same to the
Board of Directors.

Section 7.3 A Project Committee that helps with daily OWASP business like
the web site and the foundation. Unless elected or appointed as an officer
in accordance with Article 6 of these Bylaws, a member of a OWASP Project
Committee shall not be deemed an officer of the Corporation.

The OWASP Council or Members of the Corporation may, by resolution, remove a
OWASP Project Committee chair, remove a OWASP Project Committee member, or
terminate a OWASP Project Committee at any time for any reason. OWASP
Project Committees shall not be considered committees of the Board of
Directors. OWASP Project Committees may not have and may not exercise any of
the power and authority of the Board of Directors.

Section 7.4 A Technical Committee of renowned application security experts
who guide the technical content of the work. Unless elected or appointed as
an officer in accordance with Article 6 of these Bylaws, a member of a OWASP
Technical Committee shall not be deemed an officer of the Corporation.

The OWASP Council or Members of the Corporation may, by resolution, remove a
OWASP Technical Committee chair, remove a OWASP Technical Committee member,
or terminate a OWASP Technical Committee at any time for any reason. OWASP
Technical Committees shall not be considered committees of the Board of
Directors. OWASP Technical Committees may not have and may not exercise any
of the power and authority of the Board of Directors.

Section 7.5 A User Committee is for the public to feed inout to the project
and help us understand what they feel is needed by our group. It is made up
of architects and owners of large web application and development companies.
Unless elected or appointed as an officer in accordance with Article 6 of
these Bylaws, a member of a OWASP User Committee shall not be deemed an
officer of the Corporation.

The OWASP Council or Members of the Corporation may, by resolution, remove a
OWASP User Committee chair, remove a OWASP User Committee member, or
terminate a OWASP User Committee at any time for any reason. OWASP User
Committees shall not be considered committees of the Board of Directors.
OWASP User Committees may not have and may not exercise any of the power and
authority of the Board of Directors.

Section 7.6 Ex Officio Member. The Executive Director of the Corporation, or
a representative appointed by the Executive Director, shall be an ex officio
member, without voting rights, of each committee of the Corporation.

Section 7.7 Compensation. The compensation, if any, of all members of each
committee of the Corporation shall be fixed by the Board of Directors and
may be changed from time to time by a majority vote of the Board of
Directors.


ARTICLE VIII
------------

Books and Records

Section 8.1 Books and Records. The Corporation shall keep at its registered
office or principal office correct and complete copies of its Certificate of
Incorporation and Bylaws, accounting records, voting agreements, and minutes
of meetings of Members, Board of Directors, and committees having any of the
authority of the Board of Directors for the last six (6) years. All such
records shall be open to inspection upon the demand of any member of the
Board of Directors of the Corporation. The Corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of the name, address, telephone
number, facsimile number and electronic mail address of each Member,
together with the date of any withdrawal or termination of such Member's
membership, or any conversion of such Member's membership to emeritus
status.

Each Member shall be responsible for notifying the Corporation of changes to
such Member's address, telephone number, facsimile number or electronic mail
address.

Any books, records and minutes may be in written form or in any other form
capable of being converted into clearly legible written form within a
reasonable time.

Section 8.2 Members' Inspection Rights. Any person who is a Member, upon
written demand under oath stating the purpose thereof, shall have the right
to examine, in person or by agent or attorney, at any time during the
Corporation's usual hours for business, for any proper purpose as determined
under the General Corporation Law of the State of Delaware, the
Corporation's membership records and its other books and records and to make
copies or extracts therefrom.

Section 8.3 Counterpart Execution: Facsimile Execution. Any document
requiring the signature of the Directors and/or Members may be executed in
any number of counterparts with the same effect as if all of the required
signatories had signed the same document. Such executions may be transmitted
to the Corporation and/or the other Directors and/or Members by facsimile
and such facsimile execution shall have the full force and effect of an
original signature. All fully executed counterparts, whether original
executions or facsimile executions or a combination, shall be construed
together and shall constitute one and the same agreement.


ARTICLE IX
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Fiscal Matters

9.0 Nonprofit Status. The corporation is organized and shall be operated as
a not-for-profit membership corporation organized under Delaware law. If the
Board of Directors of the corporation elects to seek and obtains an
exemption for the corporation from federal taxation pursuant to Section
501(a) of the Internal Revenue Code, as amended (the "IRC"), and until such
time, if ever, that such exemption is denied or lost, the corporation shall
not be empowered to engage directly or indirectly in any activity which the
corporation believes would be likely to invalidate its status as an
organization exempt from federal taxation under Section 501(a) of the IRC as
an organization described in Section 501(c) of the IRC.

Section 9.1 Accounting Year. The accounting year of the Corporation shall be
fixed by resolution of the Board of Directors.

Section 9.2 Contracts. The Board of Directors may authorize such officer or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be either general or confined to specific instances. Contracts
and other instruments entered into in the ordinary course of business may be
executed by the Executive Director or, in the absence of or pursuant to a
delegation by the Executive Director, by such officer designated to act in
the place of or in the absence of the Executive Director, without specific
Board of Directors authorization.

Section 9.3 Loans. No loans shall be contracted on behalf of the
Corporation, and no evidence of indebtedness other than checks, drafts or
other orders for payment of money issued in the ordinary course of business
shall be issued in its name unless authorized by the Board of Directors of
the Corporation. Such authorization and approval may be general or confined
to specific instances.

Section 9.4 Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money issued in the name of the Corporation shall be signed by
such officer or officers, agent or agents of the Corporation and in such
manner as shall be determined by resolution of the Board of Directors, or by
the Executive Director or Treasurer upon delegation by the Board of
Directors.

Section 9.5 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in
such banks, trust companies or other depositories as the Board of Directors,
or the Executive Director or Treasurer upon delegation by the Board of
Directors may select.

Section 9.6 Audit. The Board of Directors shall cause the books and records
of account of the Corporation to be audited by certified public accountants,
to be selected by the Board of Directors, at least once in each fiscal year
and at such other times as it may deem necessary or appropriate.

Section 9.7 Corporate Seal. The Corporation shall have no corporate seal.


ARTICLE X
---------

Director Conflict of Interest

No contract or other transaction between the Corporation and one or more of
its Directors or between the Corporation and any other corporation,
partnership, association or other organization in which one or more of the
Directors of the Corporation are directors or officers or are financially
interested, shall be void or voidable solely because of such relationship or
interest or solely because such Director or Directors are present at or
participate in the meeting of the Board of Directors or a committee thereof
which authorizes, approves or ratifies such contract or transaction or
solely because his or her or their votes are counted for such purpose, if:

A. The material facts as to the Director's relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of
Directors or committee, and the Board of Directors or committee in good
faith authorizes, approves or ratifies the contract or transaction by the
affirmative votes of a majority of the disinterested Directors, even though
the disinterested Directors be less than a quorum; or

B. The material facts as to their relationship or interest and as to the
contract or transaction are disclosed or known to the Members entitled to
vote thereon, and the contract or transaction is specifically approved in
good faith by vote of such Members; or

C. The contract or transaction is fair as to the Corporation at the time it
is authorized, approved or ratified by the Board of Directors, a committee
of the Board of Directors or the Members.

Common or interested Directors may be counted in determining the presence of
a quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.

The Executive Director may develop, for Board of Directors' approval, a
conflict of interest policy that shall apply to all Directors, officers and
committee members. Such policy shall require Directors, officers and
committee members to annually acknowledge reviewing the conflicts of
interest policy.


ARTICLE XI
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Indemnification of Officers and Directors

Section 11.1 Right to Indemnification. Each person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the Corporation),
by reason of the fact that he or she is or was a Director, officer or Member
of the Corporation, or is or was serving at the request of the Corporation
as a Director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, shall be entitled to
indemnification against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement to the fullest extent now or hereafter
permitted by applicable law as long as such person acted in good faith and
in a manner that such person reasonably believed to be in or not be opposed
to the best interests of the Corporation; provided, however, that the
Corporation shall indemnify any such person seeking indemnity in connection
with an action, suit or proceeding (or part thereof) initiated by such
person only if such action, suit or proceeding (or part thereof) was
authorized by the Board of Directors.

Any indemnification, unless ordered by a court, shall be made by the
Corporation only as authorized in the specific case upon a determination
that indemnification of the present or former Director, officer, Member,
employee or agent is proper in the circumstances because such person has met
the applicable standard of conduct. Such determination shall be made, with
respect to a person who is a Director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties
to such action, suit or proceeding, even though less than a quorum, or (2)
by a committee of such directors designated by majority vote of such
directors, even though less than a quorum; or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion; or (4) by the Members.

Section 11.2 Advance Payment of Expenses. Expenses (including reasonable
attorneys' fees) incurred by any person who is or was an officer, Director
or Member of the Corporation, or who is or was serving at the request of the
Corporation as an officer or director of another corporation, partnership,
joint venture, trust or other enterprise, in defending any civil, criminal,
administrative or investigative action, suit or proceeding, may be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

Section 11.3 Rights Non-Exclusive. The indemnification and advancement of
expenses provided by or granted pursuant to this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
Members or disinterested directors or otherwise, both as to action in his or
her official capacity and as to action in another capacity while holding
such office.

Section 11.4 Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director, officer, Member, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him or her and incurred by him or her in any
such capacity, or arising out of his or her status as such, whether or not
the Corporation would have the power to indemnify him or her against such
liability under the provisions of this Article or of applicable law.

Section 11.5 Definitions. For purposes of this Section, references to "the
Corporation" shall include, in addition to the resulting Corporation, any
constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its Directors,
officers, and employees or agents, so that any person who is or was a
Director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a Director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this Article with respect to the resulting or surviving corporation as he or
she would have with respect to such constituent corporation if its separate
existence had continued, and references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a Director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such Director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in
a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article.

Section 11.6 Continued Coverage. The indemnification and advancement of
expenses provided by, or granted pursuant to this Article shall, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a Director, officer or Member and shall inure to the
benefit of the heirs, executors and administrators of such person.


ARTICLE XII
-----------

Amendment

The Corporationıs Certificate of Incorporation and Bylaws may be altered,
amended or restated by the Board of Directors to omit or include any
provision which could be lawfully omitted or included at the time of such
amendment, provided that the Members of the Corporation shall approve all
such amendment(s) before the same shall become effective. Any number of
amendments, or an entire revision or restatement of the Certificate of
Incorporation or these Bylaws, may be voted upon at a meeting of the Board
of Directors, by action in writing or by means of electronic communication
where due notice of the proposed amendment has been given and shall be
adopted upon the affirmative vote of not less than a majority of all
Directors entitled to vote on the proposed amendment or revision, and upon
the approval of not less than a majority of the Members voting.