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To: gentoo-nfp <gentoo-nfp@g.o>
From: Rich Freeman <rich0@g.o>
Subject: Re: List of items to be addressed by audit
Date: Thu, 31 Mar 2011 07:13:06 -0400
On Wed, Mar 30, 2011 at 7:11 PM, William L. Thomson Jr.
<wlt@...> wrote:
> On Wed, 2011-03-30 at 22:43 +0100, Roy Bamford wrote:
>> > 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.

There is nothing in the bylaws which prevents the trustees from doing so.

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

>> 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.

Uh, I'm not sure I see any inconsistency here.

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.

> 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.

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.  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.  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).

>...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.

I don't think anybody disputes that those things need to be done.

> 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.

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, 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.

> 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.

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.

> 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.

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.

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 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.

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

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.

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.

> 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.

I have mixed feelings about this entire email chain.

On the one hand, it doesn't hurt to have a wake-up call and to bring
attention to the issues.  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.  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 think our trustees have earned their $0 paycheck - while
we're not where we need to be the foundation is much further from the
brink than it was a few years ago.


Re: List of items to be addressed by audit
-- William L. Thomson Jr.
Re: List of items to be addressed by audit
-- Roy Bamford
Re: List of items to be addressed by audit
-- William L. Thomson Jr.
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