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From: "William L. Thomson Jr." <wlt@...>
Subject: Re: List of items to be addressed by audit
Date: Wed, 30 Mar 2011 19:11:26 -0400
On Wed, 2011-03-30 at 22:43 +0100, Roy Bamford wrote:

> Please quote the full sentence from the Articles of Incorporation.

I didn't quote anything, I provided a link. When I quote stuff I use
quotation marks, as the English language intends for them to be used :)

> The five we have at the moment lies between those two limits.

My point is, nothing sets the trustees to five. That is some sort of
self imposed limitation, not mentioned in articles of incorporation or
bylaws.

>  Other 
> readers of this thread may be mislead by your partial quotes.
> As the Articles of Incorporation refer to the bylaws for further detail 
> in this respect, this area of the bylaws is at the same level of 
> precedence as the Articles.

Please stop saying I quoted things I did not, thanks :)

I think your taking my comments as quotes, but they were not. I was
simply restating things, not quoting. I provided links in case my
comments were off base in any way.

> You continue to mislead your readership. The bylaws state how they 
> may be amended and its not as you claim. For the avoidance of doubt

Again who helped to author the bylaws? Was I not a part of that process?
Who did the on list review back in 2008 for all to comment? Was it some
other trustee posting each section for others to comment?

> <quote>
> These Bylaws may be altered, amended or repealed by the Board of 
> Trustees or by the members, and new Bylaws may be adopted by the Board 
> of Trustees or by the members. 
> </quote> 
> The paragraph continues with conditions on effectivity of changes.

I am a member and I am repealing and challenging sections of the bylaws.
Now what? :)

> > The current trustees are not following the stated bylaws. 
> Please quote a paragraph from either the articles or bylaws that the 
> Foundation is non complaint with and explain the non compliance in 
> detail.

I am not going to quote. Here is a link, read the first sentence, it say
its all.
http://www.gentoo.org/foundation/en/BylawsAdopted.xml#doc_chap6

Again I helped to author that, and I had specific intentions in mind. I
can provide links of posts from 2008 where I as a trustee was calling
for the trustees and officers to be separated.

Subject: Re: Split Trustees and Officers organization was -> Gentoo Foundation bank account 
Date: Wed, 13 Aug 2008 20:58:43 -0400 
http://archives.gentoo.org/gentoo-nfp/msg_69660992645235d6b9d0d8f836c1d583.xml

> To date, your assertions have either been erroneous or lacking 
> supporting evidence, or both. That makes them hard to investigate, 
> never mind put in place a plan of corrective action.

That is a false statement, I have provided factual links, such as above.
I am not quoting sections, as others, which can be taken out of context.
I am letting people do the reading themselves. The bylaws are publicly
available, just as the articles are as well.

> > Which clearly state the officers are to be elected or appointed by 
> > the  trustees.
> That happened and is documented - I'll leave you to grep the logs.

There is nothing saying the trustees can elect themselves as officers.
Again I had specific intention when I helped author the current bylaws.
You need to acknowledge that fact. I played a very principle role in
authoring the current bylaws. Something that is constantly overlooked.


> Again your point is misleading. What you say is quite correct but its 
> incomplete. Neither the articles nor bylaws forbid trustees to serve as 
> officers. 

First you say I am incorrect, now I am correct. Not sure why trustees
are flip flopping so much. First all financial paperwork has been filed,
now there is an audit. Then there is no treasurer, then Matthew is
assuming that role. Please just tell it to me straight the first time,
thank you!

> The sole restriction is that the president and secretary cannot be the 
> same individual. I think that originates in NM statute.

That is different, that is in the officers section. There is nothing
stating Trustees are allowed to be officers. I guess I did not go far
enough in clarifying that.

> > Furthermore if you read the section on officers you 
> > quoted, it provides means for more than five officers. It calls for 
> > at least five officers, but makes provisions for many more.
> Correct - the word "may" means its optional.  I don't see your point 
> here.

You keep saying you are fine with 5 trustees. There is nothing imposing
that limit, and the number should be much higher. Even with elections
not much point, unless more are running than open seats. Which since
there can be up to 21 trustees. There is plenty of open seats.

> > Which right now only three officers are listed with the State of New 
> > Mexico.
> Thats because NM only requires us to register three officers. They 
> don't care about the rest.

They do not require three, one person can be all three. It only takes a
single person to start a business entity, even a corporation in the US.

> The Foundation does have the minimum of five officers required by the 
> bylaws. Again, its a matter of record, so I won't spoon feed you the 
> quotes.

Minimum, that does not mean, only 5 trustees period, as you seem to keep
implying.

> > 
> > But again officers are not trustees. I was calling to have the two
> > separated back in 2008. Which still has not happened in 2011.
> That's still a good idea, which I support.

I had many good ideas which never came to light. Much less the minimum
stuff the trustees/officers are required to do. Like keeping finances in
order, not losing track of large sums of money, and filing necessary
paperwork for compliance. Which the filings are mandated by corporate
law in the US, both state and federal.

> > 
> > > So we are fine with five trustees.
> > 
> > There is nothing stating five, and its you all imposing such limits.
> You need to include yourself in the "you all" there. As you correctly 
> state above, you had a hand in that.  Later boards have not seen 
> any reason to revise the requirement for five trustees.

Again I am not the one saying there can be only five trustees. Thus I am
not including myself in that. I am telling you it should be more than
five.

> > The bylaws clearly state the initial board of trustees will be five. 
> > But that is not a hard limit, and no limit has been set by the 
> > members at any annual members meeting. Which I love how my name is 
> > still in that section of the bylaws, hilarious!
> That section of the bylaws says, as you correctly quote "the initial 
> board of trustees".  You are a piece of Foundation history now.

History as a trustee, I am current as a member, which you the trustees
serve at our leisure. We elect you, and your responsibility is to us,
and the foundation, which represents the members.

> Unless you assert that there is an error there? 
> e.g. you were not on the board in 2008 but election results show 
> otherwise. 

Well the bylaws should reflect the current trustees, not historic ones.
That section needs to be amended to show the current trustees. Who cares
who the initial ones were back in 2008. Other trustees proceed us at the
time, and they get no credit or mention. Therefore only the current
trustees should be mentioned in that.

As you previously stated you all have the authority to alter or amend
the bylaws at anytime. :)

> Its not clear at all that more trustees or officers would have 
> helped.

Are you making the argument that more hands can do less work?

> There is an old saying around my full time job role that "you 
> can't get a baby in a month by getting nine women pregnant" in essence, 
> it makes the point that some tasks are not divisible,

Don't give me that, again I was doing the treasurers job back in 2008.
Who found a bank that Gentoo could open an account with? Part of
leadership is delegation, and a team is responsible for the other
members. You cannot use the excuse its their responsibility.

Now if people are elected to a particular office, president, secretary,
treasurer, etc. Then that is quite different. However the trustees
decide amongst themselves who will take what roles.

Have you forgotten who suggested you should be president? Shall I
provide some documentation and evidence from that? :)

>  or if they are, 
> the overhead of coordination prevents them being accomplished in less 
> time just because more people are being employed on the task(s).

Problem is things are not being accomplished in years and problems are
only getting worse. With much greater impact and over all cost.

I am seriously blown away at the current state of the foundation. No
clue what the trustees have been doing since 2008. But clearly
overlooked half of the trustees responsibility which is financial
accountability for the foundation.

Instead the trustees seem to discount and discard such, which is quite
alarming and sad at the same time.


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



Replies:
Re: List of items to be addressed by audit
-- Roy Bamford
Re: List of items to be addressed by audit
-- Rich Freeman
References:
Re: List of items to be addressed by audit
-- Roy Bamford
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