Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Alec Warner]

On Tue, Jul 17, 2018 at 6:03 PM, Aaron Bauman <bman@g.o> wrote:

> On Tue, Jul 17, 2018 at 05:16:33PM -0400, Alec Warner wrote:
> > On Tue, Jul 17, 2018 at 4:59 PM, Aaron Bauman <bman@g.o> wrote:
> >
> > > > So my objection in private is the same as my objection in public. In
> > > theory
> > > > the current board is accountable to the foundation members.
> > >
> > > In reality, they are not accountable legally.
> > >
> >
> > I don't follow. Why not? The board already has a duty of care to operate
> > the nonprofit.
> >
> >
>
> Have you read the current by-laws?  Limits of liability specifically?
>

I have.


>
> > >
> > > > The board (for years) has not operated the NPO properly. Assuming
> that we
> > > > successfully shut down the current NPO and make a new NPO and
> transfer
> > > the
> > > > assets from old to new; how will the new NPO operate better than the
> old
> > > > one?
> > > >
> > >
> > > I can't garauntee anything. It is a risk we take, but as mentioned, I
> am
> > > willing to help get it started. If it is kept up with it isn't overly
> > > complicated.
> > >
> > > Additionally, the new by-laws would *legally* hold trustees accountable
> > > for failure in due diligence. Of course, that will probably slim down
> > > the pool of available individuals willing to run for the seats.
> > > Conversely, it will stop people just keeping seats warm.
> > >
> >
> > So to summarize:
> >
> > A bunch of new bylaws will get voted in.
> > The board is supposed to follow the bylaws.
> > If they fail to follow the bylaws...what happens?
> >
> > My general assertion is that "the same thing that happens when the board
> > fails in their duty now" which is nothing and the NPO is continually
> > mismanaged until it falls into disrepair and then is heroically rescued.
> >
> > But I suspect the answer will be similar "wait and see for b-mans
> proposed
> > bylaws which will clarify everything" so I'll just wait patiently.
> >
> > -A
> >
>
> I never said wait and see my proposal. I said what I *am* writing into
> the by-laws.  Of course, writing them and being thorough is much
> different than just explaining intent over a mailing list.  So, I hope
> you are not awaiting an epiphany or something.  I have explained it
> already.
>

Whatever you write into the bylaws, someone needs to enforce them.
Today its the Foundation members, and they don't enforce anything and seem
mostly oblivious to NPO operations.
In the new NPO, who is supposed to care about the board's activities?

Or is your theory that adding additional liability will result proper
operation on its own?

-A


>
> If it were as easy as, "I will vote to let someone else handle it" then
> it would have been done... years ago?
>
> --
> Cheers,
> Aaron
>