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On Wed, 2011-03-23 at 18:35 -0400, Rich Freeman wrote: |
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> |
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> Well, neither the IRS nor the state of New Mexico is posting on this |
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> mailing list. Clearly from the responses of others there is in fact a |
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> controversy over whether a problem exists, and perhaps over the |
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> details of the requirements. |
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|
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Yes and only facts will prove one way or another. |
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|
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> Ok, so priority 1 has to be that all activity going forward is clearly |
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> documented. |
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|
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The financial accountability aspect is mentioned in the by laws. |
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|
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Section 6.2 Duties |
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#6 |
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"...The Treasurer shall have custody of all corporate funds and |
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financial records, shall keep full and accurate accounts of receipts and |
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disbursements and render accounts thereof at the annual meetings of |
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members..." |
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http://www.gentoo.org/foundation/en/BylawsAdopted.xml#doc_chap6 |
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|
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> If there was some error or mess in the past, then by all means we |
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> should look into it. However, we may or may not ever be able to |
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> resolve it, depending on the state of the records. The current (and |
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> to be elected) board needs to held accountable for the things they did |
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> - and only in part for their ability to clean up something that |
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> happened in the past. |
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|
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I do not hold any future board accountable for mistakes of the past. But |
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I do look to any current board to correct any mistakes of the past. Such |
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that they do not exist in the present. |
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|
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> Sure, the issues of the past, if uncorrected, may cost us something. |
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> That alone doesn't mean that they can be corrected. |
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|
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That is true, and if for some reason Gentoo has failed to file with the |
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IRS for three years or more. There is not much working around that. |
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Though theres seems to be a process to regain exempt status. Might |
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entail filing for a new entity, EIN, etc and going that route. |
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|
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> I'm not suggesting that we shouldn't try to find out more - only that |
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> this may or may not end up being possible, and so it is what it is. |
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|
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I am simply trying to find out more. Thus my first post started as |
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questions. If the paperwork had been filed. Links to those documents |
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would have sufficed as a response, and nothing further from me on the |
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matter. |
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|
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> So, I'll agree that any reports required by law must be filed. |
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|
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Not much to contest there :) |
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|
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> Whether a CPA is required depends on the law and the complexity of the |
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> task. I don't doubt that the cost is significant - maybe not |
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> thousands of dollars, but they aren't going to do it for $50 unless it |
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> is a donation. |
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|
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The ongoing cost should be very minor, few hundred at best. |
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|
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> Also, in my experience accountants only work with what |
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> you give them - if your records aren't useful then they can't generate |
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> reports out of nothing. If your records are good enough to report on, |
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> then there is probably a decent chance we could do the reports |
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> ourselves, and rely on CPAs and attorneys only when there are issues |
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> in controversy, or for auditing. |
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|
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Correct, they cannot make up stuff or fudge the numbers. They can only |
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go on what we provide them. Also with the stuff being rather basic, and |
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such low revenue annually. Its very likely it could be done in house. |
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Though can't hurt to have reviewed by a professional. There are many |
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ways to go about it. |
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|
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> So, it sounds like there is debate over whether a problem even exists. |
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> I was listing possible issues, and your declaration that a problem |
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> exists obviously does not on its own make it so. |
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|
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Yes and all it takes is some proof the annual filings have been done. It |
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would quickly end any debate or question over the matter. |
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|
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> I think you misunderstood my point. You don't need to document |
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> something that you didn't do (sure, you might have to issue a no-op |
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> statement, but that's it). So, we should focus first on compliance, |
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> and second on activity. If we keep the reporting ahead of the |
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> activity then we will always be compliant. |
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|
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Yes, we were misunderstanding each other happens. Right now things seem |
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to be a bit reversed. Some credit to those who donated, but not sure on |
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the compliance aspect. Do not have any documents or facts to go on |
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there. |
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|
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> Regarding my qualifications - I never claimed to be a CPA, and neither |
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> are most directors in public companies (at least from what I've seen). |
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> The role of a director is primarily one of oversight normally, |
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> although the reality for Gentoo is that we need to get our hands |
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> dirty. I certainly have no objections to this. |
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|
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Your cool, no worries. I was just making a point there, using you as an |
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example, sorry about that. You are correct though, you are being elected |
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to oversight. However since the structure is partial, any board member |
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or at least the first 4 tend to serve as officers as well. That is not a |
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role of oversight, but action. |
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|
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> From what I've seen posted by the trustees in this thread we really |
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> don't have a serious issue to worry about here. |
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|
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That is based on a single post and comments from one trustee. Who is not |
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the treasurer, so not sure about the accuracy of that statement. Not to |
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mention no documents or evidence to support the comments. Just a don't |
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worry its handled, and thats not good enough for me, sorry. |
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|
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> Obviously if elected I will have full access to all material |
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> information and would confirm that this is in fact the case. If it |
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> isn't then we'll work TOGETHER to fix it. That last bit is actually |
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> pretty important - what's the point of Gentoo if we're throwing stones |
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> at each other? |
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|
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I agree, and my intention then was to work with others. Now I am just |
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concerned it gets done. I am not willing to toss my hat into the ring, |
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because it was sent on fire last time. |
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|
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That being said part of being a team is delegation and splitting up |
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tasks. When someone has to start doing tasks that another should be |
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doing, it starts to become problematic. More so when others get |
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involved, and just stand in the way of progress. |
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|
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At times we all think we are helping each other out. But that is not |
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always the case, and at times we just get in others way. |
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|
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> Again, I think you misunderstood my point. I wasn't suggesting that |
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> we shouldn't accept money. My point was that if any particular |
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> transaction is unusually onerous from a reporting or legal standpoint, |
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> then we should consider that as part of the cost/benefit balance. |
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|
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I have made the exact same argument to devrel about problems with |
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developers. Is it really worth involving every developer, taking action, |
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etc. Or just letting some matters go, weighing out the cost vs benefit |
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of taking action or inaction. |
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|
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> If somebody wants to set up a trust to benefit Gentoo in the amount of |
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> $47, and that trust takes Gentoo 75 pages of accounting over the next |
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> 10 years to work out the reporting, then we should probably just ask |
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> them to write us a check or give it to somebody who can handle that. |
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> On the other hand, if that trust costs us writing the number $47 in |
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> line 8 of form ABC then we should take it. |
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|
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Sure, but if Gentoo gets to a point of starting to fund its own |
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development. Who knows how far that $47 might go and might be worth the |
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time to deal with the accounting aspect. Though in reality there should |
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not be much time per any donation, large or small. |
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|
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For some contributions like from PayPal that can likely be programmed ;) |
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|
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|
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> Again, priority 1 is that documentation for current activities is |
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> good. |
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|
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Also publishing any filings, might be what you meant. Its not really |
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documenting current activities, but providing copies to the foundation |
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members and general public. Now if they document things they do, great. |
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|
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> Priority 2 is that we catch up on old messes. You can't clean |
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> up a mess if you're making it worse every day. |
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|
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Yes, and that I believe has been the state of things for some time. I |
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would love to be proven wrong, I really would :) |
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|
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> And the current trustees seem to claim that all is in order. |
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|
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A trustee, Roy's response was not saying yes the house is in order. Nor |
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any comment thus far from the treasurer, who has the duty of dealing |
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with the financial accounting, filings, etc. |
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|
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> Well, I was trying to be constructive. If you care about Gentoo, and |
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> you're going to point out problems, then it doesn't hurt to suggest |
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> options for solutions. I won't be hurt if they aren't ultimately |
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> implemented. |
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|
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Sure, I didn't meant to be negative or dismissive there. But I believe |
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Gentoo has resources already in place to provide the information |
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directly. It already provides meeting minutes, some quarterly |
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accounting, etc. |
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|
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> If things are actually under control then perhaps the status quo is |
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> adequate. |
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|
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Well the status quo all around in Gentoo needs to change, but thats some |
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what another story and larger matter :) |
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|
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> Certainly I'd support increased transparency, like a webpage with |
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> periodic statements. |
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|
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That exists, but its really not enough. Also doesn't seem to be any |
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annual stuff, just quarterly. |
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|
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> The checkbook register need not be public -mainly because it probably |
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> contains details that might be personal/etc in nature. |
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|
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I agree, but just about any transaction, current balance, etc can be |
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made public. Pretty sure thats the case now with the quarterly reports. |
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Though no real way to ensure they are accurate. |
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|
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Not sure if the board are reviewing those things, or there are any |
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checks and balances in place. Like if anyone is keeping an eye out on |
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the treasurers activities, to make sure they don't make a mistake or |
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otherwise. |
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|
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> > (Paraphrased) |
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> > You had commented on losing non-profit status/etc. |
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> |
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> I don't know that you specifically said anything incorrect, but there |
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> are a lot of common misconceptions out there around non-profit status |
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> and what that means as far as the IRS goes. |
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|
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Yes, and I have been providing facts, links to the IRS site, as I did |
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back in 2008. But for some that is still not enough :) |
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|
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> The IRS taxes corporations (that's what we are, legally) and |
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> businesses in general based on PROFIT. If you don't make a profit, |
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> then you don't owe taxes, period. You don't need any particular |
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> status to benefit from this. |
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|
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You still have annual filing with the IRS. How do they know you are |
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pretending to be a non profit entity, operating as a for profit entity |
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just not paying taxes. The only way for the IRS to know otherwise is by |
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an entity doing annual filings with them. |
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|
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"Small tax-exempt organizations whose annual gross receipts are normally |
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$25,000 or less ($50,000 for tax years ending on or after December 31, |
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2010) may be required to electronically submit Form 990-N, also known as |
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the e-Postcard, unless they choose to file a complete Form 990 or Form |
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990-EZ." |
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http://www.irs.gov/charities/article/0,,id=169250,00.html |
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|
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Which if the Foundation has ever filed any form. Its not hard to make |
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that available in PDF format or otherwise on g.o ;) |
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|
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> 501(c)3 status is about allowing contributors to claim a tax deduction |
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> in the US on their donations. |
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|
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I am very aware of that status. |
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|
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> You can write a check to Microsoft right now, and there are no issues |
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> for Microsoft receiving that money (they just have to put it in their |
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> revenue, and pay taxes if not offset by a loss). However, you can't |
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> deduct that from your income for tax purposes. If you write that |
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> check to the American Red Cross you can, because they are 501(c)3. |
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|
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Yes, and if an entity that has applied for 501c3, fails the audit that |
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comes after the 5th year. The status is revoked retroactively, so anyone |
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who contributed in the past and wrote that off as charitable, will in |
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theory have to change that to non-charitable. |
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|
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I can't find the document on the IRS site, so this will have to suffice, |
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but I know it exists. |
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http://www.ewildagain.org/nonprofit/501c3.htm#audit |
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|
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It came up before back in 2008. Also I came across a document for |
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FreeBSD Foundation showing they made it pass the 5 year period. |
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|
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"December 31st of this year will mark the end of the FreeBSD |
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Foundation's probationary period as a 501(c)3. The IRS requires all |
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non-profit public charities to prove, at the five year mark, that they |
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have met the "public support test" or be classified as a private |
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foundation. " |
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http://www.freebsdfoundation.org/press/20041221-newsletter.shtml |
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|
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> In summary: |
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> |
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> Bottom line is that I'm all for transparency. However, I'm not going |
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> to accuse the current trustees of not doing their job unless I have |
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> evidence that this is actually the case. |
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|
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Well actually thats reversed, we should not assume they are doing their |
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job, without providing any evidence. If evidence is provided from the |
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other end its not good. |
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|
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> Sure, I'd love to see more transparency, and we can work |
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> constructively to have that. However, if our interests REALLY are the |
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> welfare of Gentoo we can do that without making accusations. |
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|
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It does not take long or much effort to disprove any accusations if they |
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have no merit. The fact that no document has been provided thus far, |
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makes me only doubt further what others have said. There is nothing to |
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back up their comments. |
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|
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> How about a simple "Hey, I was curious if Gentoo's financial |
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> statements are posted anywhere public. Can you point them out, or is |
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> there some way we can work towards making them public?" This is much |
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> more constructive than starting with "I know you're hiding something - |
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> prove that you aren't!" |
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|
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Did you read my first post? Granted it should have been phrased more as |
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a question. But if either returns, forms, or anything had been filed. It |
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really would not take much to reply to my post with links. Even if the |
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stuff needed to be uploaded. Could just reply, give us some time and we |
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will provide you links to the documents. |
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|
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That a thread has gone on, and the one trustee to comment thus far did |
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it with a lengthy reply, and no comment from treasurer. Again it only |
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helps to reinforce my stance of questioning that any of this has been |
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done at all. |
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|
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> If you're looking for somebody who is going to antagonize anybody |
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> trying to help out until they all quit then by all means don't elect |
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> me to the trustees. |
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|
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Funny, if you read my manifesto, I told people not to vote for me. But |
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it was based around time, not antagonizing people. However be forewarned |
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as a trustee, that is exactly what might happen to you. I was most |
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definitely antagonized quite a bit. Which lead to my behavior becoming |
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unruly before. Really like to see how others react or would have reacted |
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in similar circumstances. |
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|
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> I'm all for compliance and am willing to pitch in to help out. |
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|
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Just as I was back in 2008. Question then becomes what happened? Why was |
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I unable to help out further? :) |
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|
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> I'm fine with hiring professional help when that makes sense. What |
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> I'm not for is stirring the pot just to make people run around. |
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|
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I did nothing since I left in 2008. Have things gotten any better? Read |
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this article and tell me if Gentoo is any different now. |
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http://distrowatch.com/weekly.php?issue=20070312 |
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|
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Also if you look at the nfp stats. I was stirring the pot then. Once I |
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went away, the list went dead. |
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http://archives.gentoo.org/stats/gentoo-nfp-per-year.xml |
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|
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Now if you think about it, is stirring the pot a bad saying or to do? If |
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your cooking something and you don't stir the pot what happens? Even if |
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you making reduction sauce, you stir it occasionally :) |
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|
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People really need not see stirring the pot as a bad thing. The status |
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quo is not good, and anyone who dislikes the pot being stirred is just |
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in fear or change or controversy. |
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|
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But end of the day, if things were being taken care of there wouldn't be |
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a pot to stir. Someone would be doing that already on an active and |
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ongoing basis. If I am wrong about all this, no big deal. But if I am |
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right, and I said nothing and didn't stir the pot. How does that help |
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Gentoo? Neglect is much more harmful than any pot stirring. |
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|
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-- |
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William L. Thomson Jr. |
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Obsidian-Studios, Inc. |
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http://www.obsidian-studios.com |