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On Wed, 2011-03-30 at 22:43 +0100, Roy Bamford wrote: |
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> Please quote the full sentence from the Articles of Incorporation. |
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I didn't quote anything, I provided a link. When I quote stuff I use |
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quotation marks, as the English language intends for them to be used :) |
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> The five we have at the moment lies between those two limits. |
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My point is, nothing sets the trustees to five. That is some sort of |
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self imposed limitation, not mentioned in articles of incorporation or |
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bylaws. |
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|
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> Other |
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> readers of this thread may be mislead by your partial quotes. |
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> As the Articles of Incorporation refer to the bylaws for further detail |
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> in this respect, this area of the bylaws is at the same level of |
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> precedence as the Articles. |
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Please stop saying I quoted things I did not, thanks :) |
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I think your taking my comments as quotes, but they were not. I was |
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simply restating things, not quoting. I provided links in case my |
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comments were off base in any way. |
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|
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> You continue to mislead your readership. The bylaws state how they |
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> may be amended and its not as you claim. For the avoidance of doubt |
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Again who helped to author the bylaws? Was I not a part of that process? |
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Who did the on list review back in 2008 for all to comment? Was it some |
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other trustee posting each section for others to comment? |
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|
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> <quote> |
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> These Bylaws may be altered, amended or repealed by the Board of |
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> Trustees or by the members, and new Bylaws may be adopted by the Board |
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> of Trustees or by the members. |
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> </quote> |
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> The paragraph continues with conditions on effectivity of changes. |
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I am a member and I am repealing and challenging sections of the bylaws. |
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Now what? :) |
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> > The current trustees are not following the stated bylaws. |
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> Please quote a paragraph from either the articles or bylaws that the |
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> Foundation is non complaint with and explain the non compliance in |
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> detail. |
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I am not going to quote. Here is a link, read the first sentence, it say |
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its all. |
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http://www.gentoo.org/foundation/en/BylawsAdopted.xml#doc_chap6 |
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|
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Again I helped to author that, and I had specific intentions in mind. I |
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can provide links of posts from 2008 where I as a trustee was calling |
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for the trustees and officers to be separated. |
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|
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Subject: Re: Split Trustees and Officers organization was -> Gentoo Foundation bank account |
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Date: Wed, 13 Aug 2008 20:58:43 -0400 |
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http://archives.gentoo.org/gentoo-nfp/msg_69660992645235d6b9d0d8f836c1d583.xml |
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> To date, your assertions have either been erroneous or lacking |
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> supporting evidence, or both. That makes them hard to investigate, |
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> never mind put in place a plan of corrective action. |
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That is a false statement, I have provided factual links, such as above. |
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I am not quoting sections, as others, which can be taken out of context. |
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I am letting people do the reading themselves. The bylaws are publicly |
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available, just as the articles are as well. |
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|
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> > Which clearly state the officers are to be elected or appointed by |
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> > the trustees. |
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> That happened and is documented - I'll leave you to grep the logs. |
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There is nothing saying the trustees can elect themselves as officers. |
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Again I had specific intention when I helped author the current bylaws. |
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You need to acknowledge that fact. I played a very principle role in |
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authoring the current bylaws. Something that is constantly overlooked. |
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> Again your point is misleading. What you say is quite correct but its |
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> incomplete. Neither the articles nor bylaws forbid trustees to serve as |
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> officers. |
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First you say I am incorrect, now I am correct. Not sure why trustees |
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are flip flopping so much. First all financial paperwork has been filed, |
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now there is an audit. Then there is no treasurer, then Matthew is |
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assuming that role. Please just tell it to me straight the first time, |
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thank you! |
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> The sole restriction is that the president and secretary cannot be the |
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> same individual. I think that originates in NM statute. |
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That is different, that is in the officers section. There is nothing |
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stating Trustees are allowed to be officers. I guess I did not go far |
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enough in clarifying that. |
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> > Furthermore if you read the section on officers you |
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> > quoted, it provides means for more than five officers. It calls for |
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> > at least five officers, but makes provisions for many more. |
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> Correct - the word "may" means its optional. I don't see your point |
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> here. |
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You keep saying you are fine with 5 trustees. There is nothing imposing |
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that limit, and the number should be much higher. Even with elections |
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not much point, unless more are running than open seats. Which since |
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there can be up to 21 trustees. There is plenty of open seats. |
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> > Which right now only three officers are listed with the State of New |
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> > Mexico. |
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> Thats because NM only requires us to register three officers. They |
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> don't care about the rest. |
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They do not require three, one person can be all three. It only takes a |
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single person to start a business entity, even a corporation in the US. |
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> The Foundation does have the minimum of five officers required by the |
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> bylaws. Again, its a matter of record, so I won't spoon feed you the |
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> quotes. |
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Minimum, that does not mean, only 5 trustees period, as you seem to keep |
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implying. |
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> > |
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> > But again officers are not trustees. I was calling to have the two |
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> > separated back in 2008. Which still has not happened in 2011. |
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> That's still a good idea, which I support. |
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I had many good ideas which never came to light. Much less the minimum |
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stuff the trustees/officers are required to do. Like keeping finances in |
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order, not losing track of large sums of money, and filing necessary |
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paperwork for compliance. Which the filings are mandated by corporate |
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law in the US, both state and federal. |
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|
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> > |
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> > > So we are fine with five trustees. |
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> > |
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> > There is nothing stating five, and its you all imposing such limits. |
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> You need to include yourself in the "you all" there. As you correctly |
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> state above, you had a hand in that. Later boards have not seen |
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> any reason to revise the requirement for five trustees. |
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Again I am not the one saying there can be only five trustees. Thus I am |
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not including myself in that. I am telling you it should be more than |
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five. |
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> > The bylaws clearly state the initial board of trustees will be five. |
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> > But that is not a hard limit, and no limit has been set by the |
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> > members at any annual members meeting. Which I love how my name is |
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> > still in that section of the bylaws, hilarious! |
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> That section of the bylaws says, as you correctly quote "the initial |
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> board of trustees". You are a piece of Foundation history now. |
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History as a trustee, I am current as a member, which you the trustees |
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serve at our leisure. We elect you, and your responsibility is to us, |
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and the foundation, which represents the members. |
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> Unless you assert that there is an error there? |
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> e.g. you were not on the board in 2008 but election results show |
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> otherwise. |
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Well the bylaws should reflect the current trustees, not historic ones. |
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That section needs to be amended to show the current trustees. Who cares |
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who the initial ones were back in 2008. Other trustees proceed us at the |
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time, and they get no credit or mention. Therefore only the current |
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trustees should be mentioned in that. |
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As you previously stated you all have the authority to alter or amend |
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the bylaws at anytime. :) |
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> Its not clear at all that more trustees or officers would have |
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> helped. |
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Are you making the argument that more hands can do less work? |
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> There is an old saying around my full time job role that "you |
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> can't get a baby in a month by getting nine women pregnant" in essence, |
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> it makes the point that some tasks are not divisible, |
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Don't give me that, again I was doing the treasurers job back in 2008. |
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Who found a bank that Gentoo could open an account with? Part of |
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leadership is delegation, and a team is responsible for the other |
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members. You cannot use the excuse its their responsibility. |
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Now if people are elected to a particular office, president, secretary, |
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treasurer, etc. Then that is quite different. However the trustees |
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decide amongst themselves who will take what roles. |
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Have you forgotten who suggested you should be president? Shall I |
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provide some documentation and evidence from that? :) |
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> or if they are, |
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> the overhead of coordination prevents them being accomplished in less |
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> time just because more people are being employed on the task(s). |
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Problem is things are not being accomplished in years and problems are |
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only getting worse. With much greater impact and over all cost. |
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I am seriously blown away at the current state of the foundation. No |
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clue what the trustees have been doing since 2008. But clearly |
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overlooked half of the trustees responsibility which is financial |
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accountability for the foundation. |
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Instead the trustees seem to discount and discard such, which is quite |
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alarming and sad at the same time. |
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|
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-- |
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William L. Thomson Jr. |
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Obsidian-Studios, Inc. |
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http://www.obsidian-studios.com |