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

[William L. Thomson Jr.]

On Thu, 2011-03-24 at 00:37 -0400, Mike Frysinger wrote:
> On Thu, Mar 24, 2011 at 12:10 AM, William L. Thomson Jr. wrote:
> > On Thu, 2011-03-24 at 00:01 -0400, Mike Frysinger wrote:
> >> sorry, i didnt mean bylaws, but rather the charter, or whatever
> >> document that describes the non-profit.  it used to say we needed 7
> >> trustees, but it has since been changed to 5.
> >
> > No worries, but again a legally entity does not require a
> > board/trustees, but officers. If the charter did not make provisions for
> > officers, then that could be the source of the problem :)
> >
> > I think you might mean the articles of incorporation vs charter? The
> > articles seem to state a requirement of 3.
>
> there it is.  the correct phrasing doesnt really matter as to the
> correctness of my original point ... if we are legally obligated to
> provide X people, then filling an empty seat with any eligible person
> is better than leaving it empty.

Well again legally there is a need for officers, not trustees. Doesn't
seem like there was ever a good or organized structure. Much less
articles reference bylaws which never existed till 4 years later :)

> obviously i havent read the documents to the level you have as ive
> trusted things to "just work"

No worries, and I could be wrong on many things just the same. I really
hope I am wrong. Unfortunately its quite clear things never did work.
Gentoo has just been limping along somehow :)

The ideal structure for any entity is to have a board that is separate
of the officers. The board is in control of the officers, and things in
general. The officers just enact the will of the board, and do the
mundane office duty stuff.

What happened was in 08, I realized there was nothing setup for
officers. We had to have officers to get the foundation re-instated back
then. I really did not want to be an officer, as it requires much more
effort than a trustee/board member. I basically put forth that the
trustees should serve as officers, going in the order of rank by the
election. Whom ever came in #1 is president, #2 vp, #3 secretary, #4
treasurer, and me #5 nothing just a trustee :)

However that was really a band aid, temporary solution. The Foundation
really needs to have officers, and a much larger board, like the
articles state. With officers doing the work, and board members
providing oversight, direction, review, etc. The Foundation members
elect a board, and the board choses officers. Though could let members
vote for officers just the same.

Also I think in Daniels vision for the Foundation had a much more
proactive role. Not outranking council, but still over them in a
structural sense. In an ideal structure, the council becomes CTO. Still
100% in charge of technical matters. But for example if devrel remains
and took some action that needed to be appealed. That appeal would be
handled by the board, not the council. Offloading work from the council,
which is very likely not technical in nature.

Board could facilitate relationships with vendors. Which then the
council/CTO takes over the technical lead/direction. But the board would
help to steer and lead Gentoo. There are many non-technical matters,
which I do not believe all of those should fall under the council.

I need to document my concepts a bit and make a chart showing the
relationship between each entity. But just to be clear, the foundation
would never dictate to the council. If anything the board makes requess,
with the council having final say on all technical matters. Just as the
board has final say on financial and legal matters :)

-- 
William L. Thomson Jr.
Obsidian-Studios, Inc.
http://www.obsidian-studios.com