Gentoo Archives: gentoo-nfp

From: "William L. Thomson Jr." <wlt@××××××××××××××××.com>
To: gentoo-nfp@l.g.o
Subject: Re: [gentoo-nfp] List of items to be addressed by audit
Date: Wed, 30 Mar 2011 23:11:47
Message-Id: 1301526686.24532.24.camel@wlt
In Reply to: Re: [gentoo-nfp] List of items to be addressed by audit by Roy Bamford
1 On Wed, 2011-03-30 at 22:43 +0100, Roy Bamford wrote:
2
3 > Please quote the full sentence from the Articles of Incorporation.
4
5 I didn't quote anything, I provided a link. When I quote stuff I use
6 quotation marks, as the English language intends for them to be used :)
7
8 > The five we have at the moment lies between those two limits.
9
10 My point is, nothing sets the trustees to five. That is some sort of
11 self imposed limitation, not mentioned in articles of incorporation or
12 bylaws.
13
14 > Other
15 > readers of this thread may be mislead by your partial quotes.
16 > As the Articles of Incorporation refer to the bylaws for further detail
17 > in this respect, this area of the bylaws is at the same level of
18 > precedence as the Articles.
19
20 Please stop saying I quoted things I did not, thanks :)
21
22 I think your taking my comments as quotes, but they were not. I was
23 simply restating things, not quoting. I provided links in case my
24 comments were off base in any way.
25
26 > You continue to mislead your readership. The bylaws state how they
27 > may be amended and its not as you claim. For the avoidance of doubt
28
29 Again who helped to author the bylaws? Was I not a part of that process?
30 Who did the on list review back in 2008 for all to comment? Was it some
31 other trustee posting each section for others to comment?
32
33 > <quote>
34 > These Bylaws may be altered, amended or repealed by the Board of
35 > Trustees or by the members, and new Bylaws may be adopted by the Board
36 > of Trustees or by the members.
37 > </quote>
38 > The paragraph continues with conditions on effectivity of changes.
39
40 I am a member and I am repealing and challenging sections of the bylaws.
41 Now what? :)
42
43 > > The current trustees are not following the stated bylaws.
44 > Please quote a paragraph from either the articles or bylaws that the
45 > Foundation is non complaint with and explain the non compliance in
46 > detail.
47
48 I am not going to quote. Here is a link, read the first sentence, it say
49 its all.
50 http://www.gentoo.org/foundation/en/BylawsAdopted.xml#doc_chap6
51
52 Again I helped to author that, and I had specific intentions in mind. I
53 can provide links of posts from 2008 where I as a trustee was calling
54 for the trustees and officers to be separated.
55
56 Subject: Re: Split Trustees and Officers organization was -> Gentoo Foundation bank account
57 Date: Wed, 13 Aug 2008 20:58:43 -0400
58 http://archives.gentoo.org/gentoo-nfp/msg_69660992645235d6b9d0d8f836c1d583.xml
59
60 > To date, your assertions have either been erroneous or lacking
61 > supporting evidence, or both. That makes them hard to investigate,
62 > never mind put in place a plan of corrective action.
63
64 That is a false statement, I have provided factual links, such as above.
65 I am not quoting sections, as others, which can be taken out of context.
66 I am letting people do the reading themselves. The bylaws are publicly
67 available, just as the articles are as well.
68
69 > > Which clearly state the officers are to be elected or appointed by
70 > > the trustees.
71 > That happened and is documented - I'll leave you to grep the logs.
72
73 There is nothing saying the trustees can elect themselves as officers.
74 Again I had specific intention when I helped author the current bylaws.
75 You need to acknowledge that fact. I played a very principle role in
76 authoring the current bylaws. Something that is constantly overlooked.
77
78
79 > Again your point is misleading. What you say is quite correct but its
80 > incomplete. Neither the articles nor bylaws forbid trustees to serve as
81 > officers.
82
83 First you say I am incorrect, now I am correct. Not sure why trustees
84 are flip flopping so much. First all financial paperwork has been filed,
85 now there is an audit. Then there is no treasurer, then Matthew is
86 assuming that role. Please just tell it to me straight the first time,
87 thank you!
88
89 > The sole restriction is that the president and secretary cannot be the
90 > same individual. I think that originates in NM statute.
91
92 That is different, that is in the officers section. There is nothing
93 stating Trustees are allowed to be officers. I guess I did not go far
94 enough in clarifying that.
95
96 > > Furthermore if you read the section on officers you
97 > > quoted, it provides means for more than five officers. It calls for
98 > > at least five officers, but makes provisions for many more.
99 > Correct - the word "may" means its optional. I don't see your point
100 > here.
101
102 You keep saying you are fine with 5 trustees. There is nothing imposing
103 that limit, and the number should be much higher. Even with elections
104 not much point, unless more are running than open seats. Which since
105 there can be up to 21 trustees. There is plenty of open seats.
106
107 > > Which right now only three officers are listed with the State of New
108 > > Mexico.
109 > Thats because NM only requires us to register three officers. They
110 > don't care about the rest.
111
112 They do not require three, one person can be all three. It only takes a
113 single person to start a business entity, even a corporation in the US.
114
115 > The Foundation does have the minimum of five officers required by the
116 > bylaws. Again, its a matter of record, so I won't spoon feed you the
117 > quotes.
118
119 Minimum, that does not mean, only 5 trustees period, as you seem to keep
120 implying.
121
122 > >
123 > > But again officers are not trustees. I was calling to have the two
124 > > separated back in 2008. Which still has not happened in 2011.
125 > That's still a good idea, which I support.
126
127 I had many good ideas which never came to light. Much less the minimum
128 stuff the trustees/officers are required to do. Like keeping finances in
129 order, not losing track of large sums of money, and filing necessary
130 paperwork for compliance. Which the filings are mandated by corporate
131 law in the US, both state and federal.
132
133 > >
134 > > > So we are fine with five trustees.
135 > >
136 > > There is nothing stating five, and its you all imposing such limits.
137 > You need to include yourself in the "you all" there. As you correctly
138 > state above, you had a hand in that. Later boards have not seen
139 > any reason to revise the requirement for five trustees.
140
141 Again I am not the one saying there can be only five trustees. Thus I am
142 not including myself in that. I am telling you it should be more than
143 five.
144
145 > > The bylaws clearly state the initial board of trustees will be five.
146 > > But that is not a hard limit, and no limit has been set by the
147 > > members at any annual members meeting. Which I love how my name is
148 > > still in that section of the bylaws, hilarious!
149 > That section of the bylaws says, as you correctly quote "the initial
150 > board of trustees". You are a piece of Foundation history now.
151
152 History as a trustee, I am current as a member, which you the trustees
153 serve at our leisure. We elect you, and your responsibility is to us,
154 and the foundation, which represents the members.
155
156 > Unless you assert that there is an error there?
157 > e.g. you were not on the board in 2008 but election results show
158 > otherwise.
159
160 Well the bylaws should reflect the current trustees, not historic ones.
161 That section needs to be amended to show the current trustees. Who cares
162 who the initial ones were back in 2008. Other trustees proceed us at the
163 time, and they get no credit or mention. Therefore only the current
164 trustees should be mentioned in that.
165
166 As you previously stated you all have the authority to alter or amend
167 the bylaws at anytime. :)
168
169 > Its not clear at all that more trustees or officers would have
170 > helped.
171
172 Are you making the argument that more hands can do less work?
173
174 > There is an old saying around my full time job role that "you
175 > can't get a baby in a month by getting nine women pregnant" in essence,
176 > it makes the point that some tasks are not divisible,
177
178 Don't give me that, again I was doing the treasurers job back in 2008.
179 Who found a bank that Gentoo could open an account with? Part of
180 leadership is delegation, and a team is responsible for the other
181 members. You cannot use the excuse its their responsibility.
182
183 Now if people are elected to a particular office, president, secretary,
184 treasurer, etc. Then that is quite different. However the trustees
185 decide amongst themselves who will take what roles.
186
187 Have you forgotten who suggested you should be president? Shall I
188 provide some documentation and evidence from that? :)
189
190 > or if they are,
191 > the overhead of coordination prevents them being accomplished in less
192 > time just because more people are being employed on the task(s).
193
194 Problem is things are not being accomplished in years and problems are
195 only getting worse. With much greater impact and over all cost.
196
197 I am seriously blown away at the current state of the foundation. No
198 clue what the trustees have been doing since 2008. But clearly
199 overlooked half of the trustees responsibility which is financial
200 accountability for the foundation.
201
202 Instead the trustees seem to discount and discard such, which is quite
203 alarming and sad at the same time.
204
205
206 --
207 William L. Thomson Jr.
208 Obsidian-Studios, Inc.
209 http://www.obsidian-studios.com

Replies

Subject Author
Re: [gentoo-nfp] List of items to be addressed by audit Rich Freeman <rich0@g.o>
Re: [gentoo-nfp] List of items to be addressed by audit Roy Bamford <neddyseagoon@g.o>