Re: [gentoo-nfp] Tax return and accounting discrepancies

[Matthew Summers]

On Thu, Mar 24, 2011 at 1:03 PM, Rich Freeman <rich0@g.o> wrote:
On Thu, Mar 24, 2011 at 2:55 AM, William L. Thomson Jr.
<wlt@××××××××××××××××.com> wrote:
On Wed, 2011-03-23 at 23:34 -0400, Mike Frysinger wrote:

<--snip-->

Gentlemen,

I will not address much of the previous conversation here, there is
simply not enough time in the day. However, I will set the record
straight on a few of what I view as the more important points.

1. The assertion that we have not filed with the State of New Mexico
is false. We are in good standing (until 11/15/2011) as evidenced by a
cursory search on the NM Secretary of State website. I link here for
completion and to the announcement we published to the front page of
www.gentoo.org:
http://www.gentoo.org/news/20080519-foundation-standing.xml
http://www.nmprc.state.nm.us/cgi-bin/prcdtl.cgi (You will have to type
in Gentoo Foundation yourself and click "Search".)

2. We have no official status with the IRS, thus there is no
tax-exempt status at this time. I explained this earlier, perhaps
insufficiently. Further, the Foundation has not generated sufficient
revenue for to really generate any serious consequences. Now, I
recognize this must be remedied. I have been working on this for many
months now. You might think it is an easy process, but you would be
mistaken. The Gentoo Foundation cannot lose status it does not have.
This particular situation is under my direct care, as I see this as
the most important thing I can do for Gentoo at the moment. I stand
ready and willing to defend the progress that has been made and take
full responsibility for the current status. Due to the circumstances
(well past the 27 month deadline (which would have been in late 2006
using the May 2004 date of incorporation)) it is a rather delicate
matter that must be handled with great care.

3. I have my name on all the Foundation legal documents, therefore I
am a responsible party in this. Please make no mistake, I fully
understand what this means and am happy to do this for Gentoo.
Further, I have used my business relationships with attorneys and CPAs
that I have under retainer, thus there is no reason for me to request
reimbursement from the Foundation for work I have had done on its
behalf as I already pay these people and its simply a matter of the
fact that I am allocated a certain number of hours per month. I am not
interested in attempting to apportion small amounts for this or that.
It is a waste of my time and I am already paying these professionals
for their service to my businesses and family.

4. William, your assertion that we could just fold up the current
organization and start up a new one under a new charter is completely
wrong, illegal, very dangerous, displays certain arrogance. The reason
this is not possible is directly due to the fact that there is money
involved. After consultation with one of my attorneys regarding this
matter (it was suggested by a former colleague of mine 2 years ago) I
was told that given the specific financial situation of the Gentoo
Foundation, this could be considered money laundering. This would be
penalized with potential jail time. I am not interested in that.

5. William, you said "Look if things were published as they should be,
then I would believe
otherwise. If these things exist, why have they not been published?
Convince me with proof, make me a believer. Because anytime I look, I
am not seeing anything."

You have clearly not looked or done any research, nor have you
attended any monthly meetings or participated in any meaningful way
with the Foundation since you quit or were suspended (whichever came
first is of little consequence). These things are detailed in every
monthly Trustees meeting. Read the logs and look at the announcements.
You have made many baseless accusations regarding the current board
that are completely unacceptable. Further your antagonistic tone and
general demeanor is reprehensible. This is something that, if you had
reasonable questions, could have been dealt with in a pleasant way,
directly with the Trustees. However, you blast away on a public
mailing list requiring time and effort form the Trustees and even the
election candidates which could be better spent. In my personal view,
and given many of the comments and statements you have made recently
and in the more remote past, it is no wonder to me that you were
stopped from doing whatever it was that you had in mind, unilaterally,
 to do. You are dangerous to the Gentoo community in my view.

6. I have effectively taken over the officer role of Treasurer (pro
tem) at this time, in addition to my existing officer role as
Secretary, and the role of board member. This is a ton of work, which
is why I have recommended to the board that we fund greater support
for the on-going work of tax-status, etc.

7. My statements are accurate and fully reflect the current reality of
the Foundation. Any assertion that I am misinformed regarding the
Foundation is pure nonsense, I have attended every meeting, except one
or two, since I was made an officer over three years ago. I also
personally handle our attorney-client relationships. I am totally
comfortable in saying that I speak with authority on these issues.
William, you would know this if you had any level of participation in
the Foundation, which you clearly do not. Further, you would recognize
these things if you had done any research/homework before spewing vile
accusations on this list and in other places undoubtedly.

8. I am well appraised of the requirements and stipulations of both
state and federal non-profit organizations. I consult with experts
specialized in this field on a regular basis. I do not need someone to
paste links to irs.gov into emails and then insult my intelligence.
This behavior makes too many assumptions and is just plain ridiculous.

9. I am not posting official, signed documents to the public. These
documents have my signature on them, and I have been advised by my
attorney that this is not necessary and that it is potentially
dangerous to me personally.

10. Just a personal observation: You link to the distrowatch article
on Gentoo, I find this hilarious. That reflects not on the work of the
Gentoo Foundation, but does reflect the personal opinion of an
individual. There have been many attempts to reason with the
individual that runs distrowatch on the part of several developers,
users, and board members. All were met with no success, however hard
we tried.

11. Regarding William's comments on "stirring the pot": This is a
colloquialism meant to convey the concept that someone is "causing
trouble" in an unwarranted manner. The cooking reference is funny. Its
true that the gentoo-nfp list has been quiet for a long time. I
consider this a good thing as the people that want to participate in
the Foundation visit us during meetings or email us their
questions/observations directly. I tend to prefer the private and
personal attention we are able to give in this respect, especially
when dealing with sensitive items. A private conversation is what I
would have recommended for the issues you have, William, but you seem
to want to engage in what I would term "publicity stunts" that
highlight your perspective and give you more attention. This is
terribly arrogant and lacks any respect for other people or the
contributions people are making. There is no dignity in what you are
doing, seriously where is your sense of honor.

12. Mike, thank you for jumping in here and adding some rationality to
the conversation. What you say is correct, as you well know, regarding
the bylaws as well as the perpetual corporate charter. William's
interpretation of what he thinks of as "the law" is suspect to me. I
will consult with an attorney to learn the real facts and report back
as necessary. The main concept here is that while no one is enforcing
the rules we make for ourselves, there are certain elements of the
legal responsibility of a corporation, regardless of tax status, that
must be observed. To the best of my knowledge, we are in compliance
with these various legal obligations.

13. Mike, you said "i think all it really comes down to is that people
simply arent [sic] interested." I am certainly interested, and have
been doing a lot of work in support of the Foundation. This is true of
the other board members as well.  I do not have a publicist so I do
not go on public record outside of the board meeting very ofter
regarding what is going on and what I am doing. This is generally
reported on in detail at the monthly board meetings. I actually do
find this sort of work, which I would term "organizational
development" a lot of fun. Although it required huge amounts of time
(over long periods of time) and effort and communication with many
different groups of people it is highly rewarding. Regardless of the
outcome of the current election, it is my pleasure to continue to
serve the board in any reasonable capacity necessary. In terms of
addressing participation in Foundation matters by the more broad
developer community, I think that will come with time as the
Foundation is able to do more for the community it was created to
serve.

14. Richard: I really like what you have to say in general. I also can
respect that you have actual experience working with other non-profit
groups. This can be a substantial asset, but it can also be blinding.
I certainly agree with your narrative example of what can happen to a
volunteer-driven organization when the concept of funding people comes
into the picture. What the board is considering now is not like what
you imagine in your email, however. We are entertaining funding an
expert to assist us, working directly with me, in handling some of the
finer details of the 1023 application process. I simply feel that we
need more support than what we have received from the SFLC (who has
been great, but I think they are too busy right now) to continue the
process.

15. William, your distinct efforts to antagonize the current board
simply fall flat with me. All you do is waste my time because I feel
the distinct responsibility to defend the organization I am a part of
from your clear disinformation and misrepresentation of fact. That
said, ad hominem attacks on me, as a "new trustee" or whatever you
said, are of little concern and further indicate your obvious
intentions with these various diatribes. Please, in the case that you
want a well reasoned and thoughtful dialog with representatives of the
Foundation, please maintain a respectful, dispassionate, and
non-agressive demeanor and tone, and we are all more than happy to
entertain any significant contribution to the conversation or work
that you may have!

16. Regarding transparency, we, the board, all know that transparency
is a requirement. We are doing the best we can with the limited time
we all can spare, for we are volunteers too. Its true that we are
missing some of 2011's financial statements. I have not had the time
to do them since our previous Treasurer has resigned. Sorry. I believe
this can be set aright soon, in any event.


I want to state plainly that I know that I have not done every single
thing I could have possibly done for the Foundation. However, I know
that I, and my colleagues on the board, are doing the best that we can
given the situation that we inherited. I am fully confident that we
will see a brighter day for the Gentoo Foundation, Inc. in the near
future. That is what I am working for, that is one of the things that
makes this work worthwhile. If it be the will of the Foundation board
and membership, that I be allowed the distinct honor of serving my
colleagues in this capacity, I will see this process to its inevitable
and successful conclusion without faltering or falling prey to
demotivational forces in the world.

Kind Regards,
Matthew
-- 
Matthew W. Summers