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Copy file name to clipboardExpand all lines: legal/directors-commitment-agreement.md
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5. I will follow the [Antitrust Policy](/operational/antitrust) at all times. If in doubt, I will raise any potential antitrust concerns to the Chair or Executive Director for advice.
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**I have possess all necessary qualifications and completed all necessary prerequisites:**
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**I possess all necessary qualifications and completed all necessary prerequisites:**
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To the best of my knowledge, I have read, acknowledged, and completed all necessary requirements of the Board Directors' Policy section A.2 Director Qualifications and Prerequisites prior to taking my seat and voting as a Board member, including but not limited to:
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{% include draft-notice.html %}
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Update 23 May 2026 to fix typo URL for Director's Commitment Agreement.
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## 1. Purpose
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The purpose of this policy is to ensure that the OWASP Foundation, Inc. and its Board of Directors conduct all activities in full compliance with applicable anti‑trust, competition, corruption, and anti‑bribery laws. As a global nonprofit stewarding open-source projects and community collaboration, OWASP must uphold the highest standards of fairness, independence, and ethical conduct.
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- This Antitrust Policy
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-[OWASP Conflict of Interest Policy](https://policy.owasp.org/operational/conflict-of-interest)
Each board member must review and adhere to this policy, and agrees through signing the Director's Commitment Agreement that they agree and consent to this policy.
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Approved by the Board of Directors: 2025-12-16
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The OWASP Foundation (OWASP) is a community-led organization where some leadership roles are filled with individuals elected by Membership.
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The OWASP Foundation leadership comes from the community and represents the entire community, and as such are elected by the community in a democratic and representative process. A diverse pool of candidates with a strong history of commitment to the mission of the Foundation is firmly encouraged to participate in the leadership of the OWASP Foundation.
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Basic Director qualifications and term limits are detailed in the By-Laws [section 4.3](https://policy.owasp.org/legal/bylaws#section-43-nomination-election-and-term-of-office-of-directors) and take supremacy over this policy if there is any disagreement. These qualifications shall apply to all Board Directors, whether elected in an election of members, appointed by the Board, or any other form of becoming a Director on the Board. An affirmative vote by a supermajority of the remainder of the Board can approve a temporary exception from a specific qualification for a Director, allowing the Director to continue serving until the end of their current term. Such exceptions shall be granted sparingly and only upon clear demonstration of compelling justification.
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1. Elected Candidates and appointed Directors must be in good standing as OWASP Voting Members (e.g., as a paid Individual Member or Distinguished Lifetime Member, or as defined in the By-Laws [Section 2.1](https://policy.owasp.org/legal/bylaws#section-43-nomination-election-and-term-of-office-of-directors)) prior to taking their seat for their term by January 1 of the calendar year following their election, or prior to their defined start date if appointed by the Board to take over a vacancy. Directors must maintain their Voting Membership in good standing throughout their term.
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2. Elected Candidates and appointed Directors must complete all necessary onboarding processes and paperwork, including undertaking Board training, obtaining necessary reading materials, signing the [Board of Directors Commitment Agreement](https://policy.owasp.org/legal/directors-committment-agreement), completing their [Conflict of Interest](https://policy.owasp.org/operational/conflict-of-interest) register, and agreeing to the [Board Code of Conduct](https://policy.owasp.org/operational/board-code-of-conduct.html), and any other tasks (Director Prerequisites), prior to taking office. Active Directors must also maintain their [Conflict of Interest Register](https://policy.owasp.org/legal/conflict-of-interest-annual-questionnaire) honestly and up to date.
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2. Elected Candidates and appointed Directors must complete all necessary onboarding processes and paperwork, including undertaking Board training, obtaining necessary reading materials, signing the [Board of Directors Commitment Agreement](https://policy.owasp.org/legal/directors-commitment-agreement), completing their [Conflict of Interest](https://policy.owasp.org/operational/conflict-of-interest) register, and agreeing to the [Board Code of Conduct](https://policy.owasp.org/operational/board-code-of-conduct.html), and any other tasks (Director Prerequisites), prior to taking office. Active Directors must also maintain their [Conflict of Interest Register](https://policy.owasp.org/legal/conflict-of-interest-annual-questionnaire) honestly and up to date.
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3. Elected Candidates and appointed Directors must undergo relevant background checks, as far as permitted by relevant local laws and regulations, prior to the start of their term, with the Executive Director coordinating the checks, and supervised by the Chair of the Board, prior to taking their seat. Such checks are at the expense of the OWASP Foundation. Candidate refusal to participate means the Candidate rejects being on the Board. Any negative items discovered must be voted on by the full Board at a Special Board meeting, and vote on if the Candidate is permitted to assume their position on the Board, or to declare a vacancy if the Director has already been seated by the time the a delayed negative check is returned.
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4. No two Directors may serve concurrently on the Board of Directors while employed by the same company, corporation, or other employer, and shall be deemed a conflict. No two Directors may serve concurrently on the Board of Directors while also serving as a Director, Advisor, or Officer of the same company, corporation, association, or other external organization, and shall be deemed a conflict.
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An Elected Candidate or appointed Director in conflict with another Director shall not assume office while the conflict is unresolved. If two Elected Candidates are in conflict with each other, the Candidate with the higher vote count shall be eligible to take office.
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