Gentoo Archives: gentoo-nfp

From: "William L. Thomson Jr." <wlt@××××××××××××××××.com>
To: gentoo-nfp <gentoo-nfp@l.g.o>
Subject: Re: [gentoo-nfp] List of items to be addressed by audit
Date: Thu, 31 Mar 2011 12:34:07
Message-Id: 1301574827.12788.23.camel@wlt
In Reply to: Re: [gentoo-nfp] List of items to be addressed by audit by Rich Freeman
1 On Thu, 2011-03-31 at 07:13 -0400, Rich Freeman wrote:
2 > On Wed, Mar 30, 2011 at 7:11 PM, William L. Thomson Jr.
3 >
4 > > There is nothing saying the trustees can elect themselves as officers.
5 > > Again I had specific intention when I helped author the current bylaws.
6 >
7 > There is nothing in the bylaws which prevents the trustees from doing so.
8
9 Again having been an author of the bylaws, clearly I did not go far
10 enough to clarify such, as previously stated.
11
12 > Considering that a problem in the past has been an inability to even
13 > fill all of the trustee roles, I'm not sure that we're going to
14 > improve things by constraining the foundation to find additional
15 > people to fill the officer roles.
16 >
17 > I'm all for appointing additional people as officers. However, they
18 > need to step up and volunteer first, or be willing to work for fairly
19 > little.
20
21 Not every position requires a volunteer. Should we expect a CPA to work
22 for free? Clearly if volunteers cannot get necessary, and mandated
23 things done in a reasonable amount of time. Its time for a new approach.
24
25 > > First you say I am incorrect, now I am correct. Not sure why trustees
26 > > are flip flopping so much.
27 >
28 > Uh, I'm not sure I see any inconsistency here.
29
30 Might want to re-read. There were comments saying the financial
31 paperwork had been filed and things were in order. Money recovered from
32 old bank account etc. Then it turns out there will be an audit. You
33 don't audit things that are in order as previously stated.
34
35 Then the issue on waiting for a treasurer to conduct the audit. When a
36 trustee had already assumed that role, or at least claimed such prior to
37 other comments.
38
39 > You're pointing out that the bylaws don't explicitly grant the
40 > trustees the power to appoint themselves as officers.
41 >
42 > The trustees are pointing out that the bylaws don't explicitly forbid
43 > the trustees the power to appoint themselves as officers.
44 >
45 > Both are true.
46
47 Again I did not go far enough when helping to author the current bylaws.
48 I had specific intention which people are discarding, and interpreting
49 in ways other than I had intended. I hope that makes more sense now.
50
51
52 > > You keep saying you are fine with 5 trustees. There is nothing imposing
53 > > that limit, and the number should be much higher. Even with elections
54 > > not much point, unless more are running than open seats. Which since
55 > > there can be up to 21 trustees. There is plenty of open seats.
56 >
57 > I think we need to have some balance here. In the past we've had
58 > difficulty filling all the trustee slots as it is. In fact, last year
59 > we didn't even have an election.
60
61 Yes, and there was not elections for a few years prior to 2008. Till I
62 greased the wheels and got them spinning. Not that I am anything special
63 or wonderful, just saw nothing happening, so made something happen good
64 or bad :)
65
66 > Having more seats would increase the labor pool a little, but could
67 > lead to issues if we can't fill them all in future elections.
68
69 The amount of trustees can fluctuate, nothing wrong with that. It does
70 not have to be a fixed number, or the same year after year.
71
72 > Also, not having an election basically makes the trustees a list of anybody
73 > who volunteered for the job, and doesn't give the foundation
74 > membership a real chance to vet them via election.
75
76 I am not sure there is much difference to straight up volunteering and
77 being elected. In all honesty most people care little about the
78 foundation. I really doubt they spend much time thinking about the roles
79 people will play as trustees and elect them based on such.
80
81 > Just having an election also imposes a very minimal barrier to entry
82 > (you have to be at least interested enough to get involved so that
83 > people recognize your name).
84
85 That alone could be a problem. There could be experienced senior people
86 in Gentoo who are just quite doing their work. They would have a hard
87 time being elected, not being well known. After all elections are more
88 about popularity than qualifications ;)
89
90
91 > I don't think anybody disputes that. Every member has an opportunity
92 > every other year to get rid of any trustee they dislike. Every member
93 > also has an opportunity to volunteer to help out. The trustees are
94 > volunteers like everybody else in Gentoo - if you have an itch scratch
95 > it! I'd certainly like to see us catch up on tax compliance, but I'm
96 > not going to bug the current trustees to death until they quit,
97
98 FYI I was bugged to death, thus I resigned and stepped down. Not to
99 mention I realized problems back in 2008 with the treasurer. I could not
100 get others to realize such, thus my efforts were futile at the time.
101 Thus I am not surprised in the least regarding the present state of
102 things :)
103
104 > as
105 > simply pointing out problems doesn't fix them. It isn't bad to point
106 > out problems, but we're not going to fix them by replying to each
107 > other's emails endlessly.
108
109 Again I never had any intention of starting a lengthy thread. I really
110 just wanted one reply to my first post and thats it.
111
112 > Should the US Constitution be re-ratified every time there is a new
113 > general election (who is that John Hancock guy anyway - I never voted
114 > for him!)? The purpose of listing names in the the articles and
115 > bylaws was to bootstrap the organization. I don't think we need to
116 > amend them every time there is an election - that is what public
117 > notices / minutes / etc are for.
118
119 Then that stuff should be removed and not require the bylaws to be
120 updated to reflect the current state of things. Problem solved :)
121
122 > Delegation only works when people are willing to be delegated to. In
123 > most organizations this is accomplished by issuing them paychecks. An
124 > organization the size of Gentoo would quickly run out of money trying
125 > to do it that way. Everybody involved in this chain is a volunteer,
126 > and you don't get volunteers to do more work by telling them that
127 > they're doing a lousy job, generally.
128
129 That is not true. There are quite many situations where volunteers are
130 requested and directed to perform certain tasks. If that was not the
131 case there would be chaos, and/or things won't get done. Even when you
132 volunteer, you don't just get to do what ever you want. I can think of a
133 considerable number of volunteer positions, where you have roles and
134 duties.
135
136 Food kitchens, clergy at church (alter people, not ministers, etc), Red
137 Cross volunteers, big brother/sister, etc.
138
139 > I'm not for brushing problems under the rug either, but leadership in
140 > a volunteer organization is less about delegation and more about
141 > inspiration. Sure, you need to use the resources you do have, but you
142 > have to exercise care about how you do it.
143
144 I agree, and I don't see the current state of things to be
145 inspirational. I had no involvement in there not being elections in
146 2010, or when ever. Clearly the foundation loses steam on a recurring
147 basis :)
148
149 > Well, it certainly isn't the worst state of affairs I've seen in the
150 > foundation. :)
151
152 I agree, but given there has been a active board since 2008. I am a
153 little surprised and did have higher expectations.
154
155 > It does need fixing. I'd really like to see us set
156 > up some procedures we can work by that will make it completely clear
157 > to officers what their duties are in terms of filings/etc.
158
159 Well the bylaws state officer duties quite well. But does seem things
160 need to be spelled out more ;)
161
162 > Yes, I know they've been hashed out in this thread / various websites
163 > / etc. I was thinking more in terms of:
164 > Step 0 - For the period between x and y
165 > Step 1 - go to the Gentoo check register located at this link
166 > Step 2 - add up all transactions meeting this critiera and put it in
167 > this field on form abc
168 > ....
169 > Step n - Have the following officers sign the form: ...
170 > Step m - Have the form filed with agency foo by <date>
171 > Step o - Make a copy, redact the following information (...), post a
172 > scan at ..., and update the index at ...
173 >
174 > We should basically have a checklist for the financial/legal health of
175 > the organization. It would be trivial for anybody to assess where
176 > things stand, and if something isn't done it would be clear what needs
177 > to be done.
178
179 It can't hurt, and really most anything else in Gentoo is documented as
180 such, recruiting procedures for recruiters, etc.
181
182 > Then we need to start catching up since we're behind. In my
183 > experience dealing with regulators (granted, in a somewhat different
184 > capacity) this is exactly how compliance issues are addressed.
185 > Regulators don't mind past sins as much if it is clear that the
186 > organization is taking clear steps to address them and avoid them in
187 > the future. And, in any case if we don't have a clear plan for
188 > staying compliant than all the work we perform catching up will just
189 > get left behind.
190
191 Correct if we bring it to their attention and its being actively worked
192 on an acknowledging present lack of compliance. They tend to be much
193 more forgiving. When they come to you, its bad :)
194
195 > > Instead the trustees seem to discount and discard such, which is quite
196 > > alarming and sad at the same time.
197 >
198 > I don't see anybody discounting the financial issues. They just
199 > haven't solved them in a week.
200
201 Well more like years, but I am giving them time now that some noise has
202 been made. Few sparks and a match or two toss into the kindling :)
203
204 > I have mixed feelings about this entire email chain.
205
206 Same here and I some what regret it, but I also regret being silent and
207 going away for years. Since that did not make things better.
208
209 > On the one hand, it doesn't hurt to have a wake-up call and to bring
210 > attention to the issues.
211
212 FYI I did mention this stuff in polite and gentle ways. With inquiries
213 and such. But even on this thread, things are not really being taken
214 seriously, or understanding the importance and gravity of the situation,
215 potential impact, etc.
216
217 > On the other hand, it is really easy to
218 > point out that a bunch of people aren't getting a job done that
219 > historically nobody ever was able to completely keep up with.
220
221 Not true, we were getting allot done in the first half of 2008, which I
222 was in part helping to drive. In fact quite possibly did more then than
223 has happened since, and/or prior to then. Just takes someone who wants
224 to see things get done ASAP and puts their time where their mouth is,
225 just as I did before :)
226
227 > I think it can be done, and perhaps if I get elected I'll be eating
228 > those words. However, it is a lot easier to point out problems than
229 > fix them.
230
231 I was working to fix these problems long ago. I am not simply stating
232 things from someone who is just seeking to point out problems. Now at
233 this time I am not sure I would ever want to get involved or do the work
234 again. For a variety of reasons.
235
236 > I think our trustees have earned their $0 paycheck
237
238 FYI I removed provisions in the bylaws that allowed trustees to pay
239 themselves :)
240
241 > - while
242 > we're not where we need to be the foundation is much further from the
243 > brink than it was a few years ago.
244
245 Not really, its risking losing its charter again and this time for worse
246 reasons. I would not be making the noise that I am if things were
247 otherwise. Keep in mind I was also a driving force in getting the
248 foundation reinstated. I have a keen awareness of such things :)
249
250 --
251 William L. Thomson Jr.
252 Obsidian-Studios, Inc.
253 http://www.obsidian-studios.com

Replies

Subject Author
Re: [gentoo-nfp] List of items to be addressed by audit "Jorge Manuel B. S. Vicetto" <jmbsvicetto@g.o>