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From: "William L. Thomson Jr." <wlt@...>
Subject: Re: List of items to be addressed by audit
Date: Thu, 31 Mar 2011 08:33:47 -0400
On Thu, 2011-03-31 at 07:13 -0400, Rich Freeman wrote:
> On Wed, Mar 30, 2011 at 7:11 PM, William L. Thomson Jr.
> > There is nothing saying the trustees can elect themselves as officers.
> > Again I had specific intention when I helped author the current bylaws.
> There is nothing in the bylaws which prevents the trustees from doing so.

Again having been an author of the bylaws, clearly I did not go far
enough to clarify such, as previously stated.

> Considering that a problem in the past has been an inability to even
> fill all of the trustee roles, I'm not sure that we're going to
> improve things by constraining the foundation to find additional
> people to fill the officer roles.
> I'm all for appointing additional people as officers.  However, they
> need to step up and volunteer first, or be willing to work for fairly
> little.

Not every position requires a volunteer. Should we expect a CPA to work
for free? Clearly if volunteers cannot get necessary, and mandated
things done in a reasonable amount of time. Its time for a new approach.

> > First you say I am incorrect, now I am correct. Not sure why trustees
> > are flip flopping so much.
> Uh, I'm not sure I see any inconsistency here.

Might want to re-read. There were comments saying the financial
paperwork had been filed and things were in order. Money recovered from
old bank account etc. Then it turns out there will be an audit. You
don't audit things that are in order as previously stated.

Then the issue on waiting for a treasurer to conduct the audit. When a
trustee had already assumed that role, or at least claimed such prior to
other comments.

> You're pointing out that the bylaws don't explicitly grant the
> trustees the power to appoint themselves as officers.
> The trustees are pointing out that the bylaws don't explicitly forbid
> the trustees the power to appoint themselves as officers.
> Both are true.

Again I did not go far enough when helping to author the current bylaws.
I had specific intention which people are discarding, and interpreting
in ways other than I had intended. I hope that makes more sense now.

> > 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.
> I think we need to have some balance here.  In the past we've had
> difficulty filling all the trustee slots as it is.  In fact, last year
> we didn't even have an election.

Yes, and there was not elections for a few years prior to 2008. Till I
greased the wheels and got them spinning. Not that I am anything special
or wonderful, just saw nothing happening, so made something happen good
or bad :)

> Having more seats would increase the labor pool a little, but could
> lead to issues if we can't fill them all in future elections.

The amount of trustees can fluctuate, nothing wrong with that. It does
not have to be a fixed number, or the same year after year.

> Also, not having an election basically makes the trustees a list of anybody
> who volunteered for the job, and doesn't give the foundation
> membership a real chance to vet them via election.

I am not sure there is much difference to straight up volunteering and
being elected. In all honesty most people care little about the
foundation. I really doubt they spend much time thinking about the roles
people will play as trustees and elect them based on such.

> Just having an election also imposes a very minimal barrier to entry
> (you have to be at least interested enough to get involved so that
> people recognize your name).

That alone could be a problem. There could be experienced senior people
in Gentoo who are just quite doing their work. They would have a hard
time being elected, not being well known. After all elections are more
about popularity than qualifications ;)

> I don't think anybody disputes that.  Every member has an opportunity
> every other year to get rid of any trustee they dislike.  Every member
> also has an opportunity to volunteer to help out.  The trustees are
> volunteers like everybody else in Gentoo - if you have an itch scratch
> it!  I'd certainly like to see us catch up on tax compliance, but I'm
> not going to bug the current trustees to death until they quit,

FYI I was bugged to death, thus I resigned and stepped down. Not to
mention I realized problems back in 2008 with the treasurer. I could not
get others to realize such, thus my efforts were futile at the time.
Thus I am not surprised in the least regarding the present state of
things :)

>  as
> simply pointing out problems doesn't fix them.  It isn't bad to point
> out problems, but we're not going to fix them by replying to each
> other's emails endlessly.

Again I never had any intention of starting a lengthy thread. I really
just wanted one reply to my first post and thats it.

> Should the US Constitution be re-ratified every time there is a new
> general election (who is that John Hancock guy anyway - I never voted
> for him!)?  The purpose of listing names in the the articles and
> bylaws was to bootstrap the organization.  I don't think we need to
> amend them every time there is an election - that is what public
> notices / minutes / etc are for.

Then that stuff should be removed and not require the bylaws to be
updated to reflect the current state of things. Problem solved :)

> Delegation only works when people are willing to be delegated to.  In
> most organizations this is accomplished by issuing them paychecks.  An
> organization the size of Gentoo would quickly run out of money trying
> to do it that way.  Everybody involved in this chain is a volunteer,
> and you don't get volunteers to do more work by telling them that
> they're doing a lousy job, generally.

That is not true. There are quite many situations where volunteers are
requested and directed to perform certain tasks. If that was not the
case there would be chaos, and/or things won't get done. Even when you
volunteer, you don't just get to do what ever you want. I can think of a
considerable number of volunteer positions, where you have roles and

Food kitchens, clergy at church (alter people, not ministers, etc), Red
Cross volunteers, big brother/sister, etc.

> I'm not for brushing problems under the rug either, but leadership in
> a volunteer organization is less about delegation and more about
> inspiration.  Sure, you need to use the resources you do have, but you
> have to exercise care about how you do it.

I agree, and I don't see the current state of things to be
inspirational. I had no involvement in there not being elections in
2010, or when ever. Clearly the foundation loses steam on a recurring
basis :)

> Well, it certainly isn't the worst state of affairs I've seen in the
> foundation.  :) 

I agree, but given there has been a active board since 2008. I am a
little surprised and did have higher expectations.

>  It does need fixing.  I'd really like to see us set
> up some procedures we can work by that will make it completely clear
> to officers what their duties are in terms of filings/etc.

Well the bylaws state officer duties quite well. But does seem things
need to be spelled out more ;)

> Yes, I know they've been hashed out in this thread / various websites
> / etc.  I was thinking more in terms of:
> Step 0 - For the period between x and y
> Step 1 - go to the Gentoo check register located at this link
> Step 2 - add up all transactions meeting this critiera and put it in
> this field on form abc
> ....
> Step n - Have the following officers sign the form: ...
> Step m - Have the form filed with agency foo by <date>
> Step o - Make a copy, redact the following information (...), post a
> scan at ..., and update the index at ...
> We should basically have a checklist for the financial/legal health of
> the organization.  It would be trivial for anybody to assess where
> things stand, and if something isn't done it would be clear what needs
> to be done.

It can't hurt, and really most anything else in Gentoo is documented as
such, recruiting procedures for recruiters, etc.

> Then we need to start catching up since we're behind.  In my
> experience dealing with regulators (granted, in a somewhat different
> capacity) this is exactly how compliance issues are addressed.
> Regulators don't mind past sins as much if it is clear that the
> organization is taking clear steps to address them and avoid them in
> the future.  And, in any case if we don't have a clear plan for
> staying compliant than all the work we perform catching up will just
> get left behind.

Correct if we bring it to their attention and its being actively worked
on an acknowledging present lack of compliance. They tend to be much
more forgiving. When they come to you, its bad :)

> > Instead the trustees seem to discount and discard such, which is quite
> > alarming and sad at the same time.
> I don't see anybody discounting the financial issues.  They just
> haven't solved them in a week.

Well more like years, but I am giving them time now that some noise has
been made. Few sparks and a match or two toss into the kindling :)

> I have mixed feelings about this entire email chain.

Same here and I some what regret it, but I also regret being silent and
going away for years. Since that did not make things better.

> On the one hand, it doesn't hurt to have a wake-up call and to bring
> attention to the issues.

FYI I did mention this stuff in polite and gentle ways. With inquiries
and such. But even on this thread, things are not really being taken
seriously, or understanding the importance and gravity of the situation,
potential impact, etc.

> On the other hand, it is really easy to
> point out that a bunch of people aren't getting a job done that
> historically nobody ever was able to completely keep up with. 

Not true, we were getting allot done in the first half of 2008, which I
was in part helping to drive. In fact quite possibly did more then than
has happened since, and/or prior to then. Just takes someone who wants
to see things get done ASAP and puts their time where their mouth is,
just as I did before :)

> I think it can be done, and perhaps if I get elected I'll be eating
> those words.  However, it is a lot easier to point out problems than
> fix them.

I was working to fix these problems long ago. I am not simply stating
things from someone who is just seeking to point out problems. Now at
this time I am not sure I would ever want to get involved or do the work
again. For a variety of reasons.

> I think our trustees have earned their $0 paycheck

FYI I removed provisions in the bylaws that allowed trustees to pay
themselves :)

>  - while
> we're not where we need to be the foundation is much further from the
> brink than it was a few years ago.

Not really, its risking losing its charter again and this time for worse
reasons. I would not be making the noise that I am if things were
otherwise. Keep in mind I was also a driving force in getting the
foundation reinstated. I have a keen awareness of such things :)

William L. Thomson Jr.
Obsidian-Studios, Inc.

Re: List of items to be addressed by audit
-- Jorge Manuel B. S. Vicetto
Re: List of items to be addressed by audit
-- Roy Bamford
Re: List of items to be addressed by audit
-- William L. Thomson Jr.
Re: List of items to be addressed by audit
-- Rich Freeman
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