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From: "William L. Thomson Jr." <wlt@...>
Subject: Re: Tax return and accounting discrepancies
Date: Thu, 24 Mar 2011 14:17:14 -0400
On Thu, 2011-03-24 at 17:43 +0000, Matthew Summers wrote:
>
> 1. The assertion that we have not filed with the State of New Mexico
> is false. We are in good standing (until 11/15/2011) as evidenced by a
> cursory search on the NM Secretary of State website.

You clearly have no idea what you are talking about! You cease to
realize my involvement in getting that reinstated. Or my overall
understanding of these matters, which predates yours!

>  I link here for
> completion and to the announcement we published to the front page of
> www.gentoo.org:
> http://www.gentoo.org/news/20080519-foundation-standing.xml

Who do you think did that?

> http://www.nmprc.state.nm.us/cgi-bin/prcdtl.cgi (You will have to type
> in Gentoo Foundation yourself and click "Search".)

That is the NMPRC, you have to do a filing with the Attorney General.
Please read the links i am providing!!!!

"If you are a nonprofit and want to incorporate in the State of New
Mexico, you are required to register with the Public Regulation
Commission (PRC). You must file biannual reports with the PRC.

All charitable organizations existing, operating or soliciting
contributions in the State of New Mexico must register with the New
Mexico Attorney General and must file annual financial reports."

http://www.tax.newmexico.gov/Businesses/How-Do-I/Pages/Start-Registera-Non-Profit.aspx

If your paying attention you MUST file biannual reports with the NMPRC
and annual reports to the Attorney General. Trust me if things go on as
they are, New Mexico will revoke the charter again. They are very slow
to catch up, but at some point will do an internal audit.

Again provide documentation of these filings and I will go away!

> 2. We have no official status with the IRS, thus there is no
> tax-exempt status at this time.

That is IMPOSSIBLE. You must exist with the feds before you can with the
state. Its how you establish a business and Gentoo has a EIN.

>  I explained this earlier, perhaps
> insufficiently. Further, the Foundation has not generated sufficient
> revenue for to really generate any serious consequences.

You have no idea what you are talking about. The amount is completely
irrelevant. You are required to file with the IRS as I have provided
links as well. Again for reference.

Small tax-exempt organizations whose annual gross receipts are normally
$25,000 or less ($50,000 for tax years ending on or after December 31,
2010) may be required to electronically submit Form 990-N, also known as
the e-Postcard, unless they choose to file a complete Form 990 or Form
990-EZ.
http://www.irs.gov/charities/article/0,,id=169250,00.html

> 3. I have my name on all the Foundation legal documents, therefore I
> am a responsible party in this.

You are NOT the treasurer!

> 4. William, your assertion that we could just fold up the current
> organization and start up a new one under a new charter is completely
> wrong, illegal, very dangerous, displays certain arrogance.

Fool I have done this myself when moving my business from California to
Florida. I am about to re-establish here in Florida as well. Will be my
third EIN number, second filing with the State of Florida. There are
various ways to dissolve an entity and transfers its assets.

>  The reason
> this is not possible is directly due to the fact that there is money
> involved. After consultation with one of my attorneys regarding this
> matter (it was suggested by a former colleague of mine 2 years ago) I
> was told that given the specific financial situation of the Gentoo
> Foundation, this could be considered money laundering. This would be
> penalized with potential jail time. I am not interested in that.

Again you have no idea what you are talking about clearly!

> 5. William, you said "Look if things were published as they should be,
> then I would believe
> otherwise. If these things exist, why have they not been published?
> Convince me with proof, make me a believer. Because anytime I look, I
> am not seeing anything."

I will just do regular public records inquiries with the State of New
Mexico and IRS. Since you refuse to provide any facts. No links or
anything to reference to support your uninformed comments.

> You have clearly not looked or done any research, nor have you
> attended any monthly meetings or participated in any meaningful way
> with the Foundation since you quit or were suspended (whichever came
> first is of little consequence).

You need to do research and learn!

>  These things are detailed in every monthly Trustees meeting. Read the
> logs and look at the announcements.

I have and I have not found what I am looking for, obviously!

> You have made many baseless accusations regarding the current board
> that are completely unacceptable. Further your antagonistic tone and
> general demeanor is reprehensible. This is something that, if you had
> reasonable questions, could have been dealt with in a pleasant way,
> directly with the Trustees. 

I have contacted a trustees. Roy was aware of this before I posted on
list.

> However, you blast away on a public
> mailing list requiring time and effort form the Trustees and even the
> election candidates which could be better spent.

I am a foundation member, its my right. Do you not understand this!

>  In my personal view,
> and given many of the comments and statements you have made recently
> and in the more remote past, it is no wonder to me that you were
> stopped from doing whatever it was that you had in mind, unilaterally,
>  to do. You are dangerous to the Gentoo community in my view.

Ok, I will just take other action since you REFUSE to provide any proof,
evidence, or anything for me to reference to support your comments.

> 6. I have effectively taken over the officer role of Treasurer (pro
> tem) at this time, in addition to my existing officer role as
> Secretary, and the role of board member. This is a ton of work, which
> is why I have recommended to the board that we fund greater support
> for the on-going work of tax-status, etc.

Have you filed that change with New Mexico?

> 7. My statements are accurate and fully reflect the current reality of
> the Foundation. Any assertion that I am misinformed regarding the
> Foundation is pure nonsense, I have attended every meeting, except one
> or two, since I was made an officer over three years ago. I also
> personally handle our attorney-client relationships. I am totally
> comfortable in saying that I speak with authority on these issues.
> William, you would know this if you had any level of participation in
> the Foundation, which you clearly do not. Further, you would recognize
> these things if you had done any research/homework before spewing vile
> accusations on this list and in other places undoubtedly.

Again I know what I am talking about, and I will make direct inquiries
with the state and feds.

> 8. I am well appraised of the requirements and stipulations of both
> state and federal non-profit organizations. I consult with experts
> specialized in this field on a regular basis. I do not need someone to
> paste links to irs.gov into emails and then insult my intelligence.
> This behavior makes too many assumptions and is just plain ridiculous.

Clearly you are not!

> 9. I am not posting official, signed documents to the public. These
> documents have my signature on them, and I have been advised by my
> attorney that this is not necessary and that it is potentially
> dangerous to me personally.

I was doing the same....

> 10. Just a personal observation: You link to the distrowatch article
> on Gentoo, I find this hilarious. That reflects not on the work of the
> Gentoo Foundation, but does reflect the personal opinion of an
> individual. There have been many attempts to reason with the
> individual that runs distrowatch on the part of several developers,
> users, and board members. All were met with no success, however hard
> we tried.

Point was if you read the article as many have, Gentoo has not made much
if any progress in years. Most of what someone said in 2007 holds true
in 2011. Which includes a tax return as mentioned in that article!

> 11. Regarding William's comments on "stirring the pot": This is a
> colloquialism meant to convey the concept that someone is "causing
> trouble" in an unwarranted manner.

Funny how others do not see it that way ;)

>  The cooking reference is funny. Its
> true that the gentoo-nfp list has been quiet for a long time. I
> consider this a good thing as the people that want to participate in
> the Foundation visit us during meetings or email us their
> questions/observations directly. 

No its not a good thing! Go look at the discussions in the past. Most
developers care less about the foundation. That will be evident in the
voting. However when you start to make some noise stir the pot, others
start paying attention and get involved.

> I tend to prefer the private and
> personal attention we are able to give in this respect, especially
> when dealing with sensitive items. A private conversation is what I
> would have recommended for the issues you have,

This is a non profit foundation for an open source project. By nature a
foundation should operate in public, transparently. However there have
been some private conversations on the matter. Which you are not aware
of clearly ;)

The exact reason why things like that should be in public, not private.

>  William, but you seem
> to want to engage in what I would term "publicity stunts" that
> highlight your perspective and give you more attention. This is
> terribly arrogant and lacks any respect for other people or the
> contributions people are making. There is no dignity in what you are
> doing, seriously where is your sense of honor.

You might want to self reflect a bit.

> 12. Mike, thank you for jumping in here and adding some rationality to
> the conversation. What you say is correct, as you well know, regarding
> the bylaws as well as the perpetual corporate charter.

Mike clearly did not have a full understanding of the matter and even
said so, which I guess you miss read or ignored. Thus I provided link
and things to reference to clear up the matter for all.

>  William's
> interpretation of what he thinks of as "the law" is suspect to me. I
> will consult with an attorney to learn the real facts and report back
> as necessary. The main concept here is that while no one is enforcing
> the rules we make for ourselves, there are certain elements of the
> legal responsibility of a corporation, regardless of tax status, that
> must be observed. To the best of my knowledge, we are in compliance
> with these various legal obligations.

You have no idea what you are talking about!

> 13. Mike, you said "i think all it really comes down to is that people
> simply arent [sic] interested." I am certainly interested, and have
> been doing a lot of work in support of the Foundation.

I have done nothing for the foundation ever, good to know ;)

>  This is true of
> the other board members as well.  I do not have a publicist so I do
> not go on public record outside of the board meeting very ofter
> regarding what is going on and what I am doing. 

That is horrible, so as a trustee you do not relay back any actions to
the members.

> This is generally
> reported on in detail at the monthly board meetings. I actually do
> find this sort of work, which I would term "organizational
> development" a lot of fun. Although it required huge amounts of time
> (over long periods of time) and effort and communication with many
> different groups of people it is highly rewarding. Regardless of the
> outcome of the current election, it is my pleasure to continue to
> serve the board in any reasonable capacity necessary. In terms of
> addressing participation in Foundation matters by the more broad
> developer community, I think that will come with time as the
> Foundation is able to do more for the community it was created to
> serve.

I have been hearing that for to long.

> 15. William, your distinct efforts to antagonize the current board
> simply fall flat with me. All you do is waste my time because I feel
> the distinct responsibility to defend the organization I am a part of
> from your clear disinformation and misrepresentation of fact. That
> said, ad hominem attacks on me, as a "new trustee" or whatever you
> said, are of little concern and further indicate your obvious
> intentions with these various diatribes. Please, in the case that you
> want a well reasoned and thoughtful dialog with representatives of the
> Foundation, please maintain a respectful, dispassionate, and
> non-agressive demeanor and tone, and we are all more than happy to
> entertain any significant contribution to the conversation or work
> that you may have!

No worries, again I will take action and seek the information I am after
else where. If that comes back on you all, so be it. I tried to contact
you all first. But you are being completely uncooperative!

> 16. Regarding transparency, we, the board, all know that transparency
> is a requirement. We are doing the best we can with the limited time
> we all can spare, for we are volunteers too. Its true that we are
> missing some of 2011's financial statements. I have not had the time
> to do them since our previous Treasurer has resigned. Sorry. I believe
> this can be set aright soon, in any event.

After several statements on private conversations, not publishing things
for fear of your signature. Which could easily be blanked out. You are
contradicting yourself in the same email....

> I want to state plainly that I know that I have not done every single
> thing I could have possibly done for the Foundation. However, I know
> that I, and my colleagues on the board, are doing the best that we can
> given the situation that we inherited.

You inherited a much better situation than I did. Had it not been for my
efforts, you would have a much bigger task!

>  I am fully confident that we
> will see a brighter day for the Gentoo Foundation, Inc. in the near
> future. That is what I am working for, that is one of the things that
> makes this work worthwhile. If it be the will of the Foundation board
> and membership, that I be allowed the distinct honor of serving my
> colleagues in this capacity, I will see this process to its inevitable
> and successful conclusion without faltering or falling prey to
> demotivational forces in the world.

Again not a single fact, or link. Just a bunch of comments, accusations,
and personal attacks towards me which are quite rude in nature. Which I
have done none of the sort towards anyone. I have stuck to pure facts
with supporting links.

Your attitude, stance, and unwillingness to provide any documents,
links, facts, or anything to support your baseless comments, that are
quite uninformed. It is hardly professional, or how a board member
should act towards a foundation member.

When I am simply enacting my right as a foundation member to question
things!

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



Replies:
Re: Tax return and accounting discrepancies
-- Rich Freeman
Re: Tax return and accounting discrepancies
-- William L. Thomson Jr.
References:
Tax return and accounting discrepancies
-- William L. Thomson Jr.
Re: Tax return and accounting discrepancies
-- Rich Freeman
Re: Tax return and accounting discrepancies
-- William L. Thomson Jr.
Re: Tax return and accounting discrepancies
-- Rich Freeman
Re: Tax return and accounting discrepancies
-- William L. Thomson Jr.
Re: Tax return and accounting discrepancies
-- Rich Freeman
Re: Tax return and accounting discrepancies
-- William L. Thomson Jr.
Re: Tax return and accounting discrepancies
-- Mike Frysinger
Re: Tax return and accounting discrepancies
-- William L. Thomson Jr.
Re: Tax return and accounting discrepancies
-- Mike Frysinger
Re: Tax return and accounting discrepancies
-- William L. Thomson Jr.
Re: Tax return and accounting discrepancies
-- Mike Frysinger
Re: Tax return and accounting discrepancies
-- William L. Thomson Jr.
Re: Tax return and accounting discrepancies
-- Mike Frysinger
Re: Tax return and accounting discrepancies
-- William L. Thomson Jr.
Re: Tax return and accounting discrepancies
-- Mike Frysinger
Re: Tax return and accounting discrepancies
-- William L. Thomson Jr.
Re: Tax return and accounting discrepancies
-- Mike Frysinger
Re: Tax return and accounting discrepancies
-- William L. Thomson Jr.
Re: Tax return and accounting discrepancies
-- Rich Freeman
Re: Tax return and accounting discrepancies
-- Matthew Summers
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