Re: [gentoo-nfp] List of items to be addressed by audit

[Roy Bamford]

William,

Just a few brief points inlined ... 

On 2011.03.29 22:45, William L. Thomson Jr. wrote:
> On Tue, 2011-03-29 at 22:18 +0100, Roy Bamford wrote:
>
> > William,
> >
> > The order of precedence is the laws of New Mexico, both statue and
> case
> > law, then the Articles of Incorporation, then the bylaws of the
> > Foundation.
>
> Again I am familiar with order of precedence. Which the articles of
> incorporation state a minimum of three, and that overrides the
> bylaws,
> as you just acknowledge with order of precedence.
Please quote the full sentence from the Articles of Incorporation.
<quote>
The number of trustees of the Corporation shall be not less than three 
or more than twenty-one.
</quote> 
The five we have at the moment lies between those two limits. Other 
readers of this thread may be mislead by your partial quotes.
As the Articles of Incorporation refer to the bylaws for further detail 
in this respect, this area of the bylaws is at the same level of 
precedence as the Articles.
>
> But you keep putting to much emphasis on the bylaws. Which never
> existed, until 2008. Despite the fact that the foundation was formed
> in  2004. The bylaws for the most part are meaningless. They are a
> guideline
> and things that should be followed. But they can be changed at
> anytime, and approved by a vote of the membership.
You continue to mislead your readership. The bylaws state how they 
may be amended and its not as you claim. For the avoidance of doubt

<quote>
These Bylaws may be altered, amended or repealed by the Board of 
Trustees or by the members, and new Bylaws may be adopted by the Board 
of Trustees or by the members. 
</quote> 
The paragraph continues with conditions on effectivity of changes.

>
> > While its unlikely that the state would use our own bylaws against
> > us, Foundation members can.
>
> Or anyone to ever enforce the bylaws, and I am a member of the
> foundation, doing just that. I helped to author the current bylaws,
> as you well know. Short any amendments since.
There have been no changes of substance or intent. A few typos have 
been fixed.

>
> The current trustees are not following the stated bylaws.
Please quote a paragraph from either the articles or bylaws that the 
Foundation is non complaint with and explain the non compliance in 
detail.

To date, your assertions have either been erroneous or lacking 
supporting evidence, or both. That makes them hard to investigate, 
never mind put in place a plan of corrective action.

> 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.
 
> That does not state, the trustees are to assume roles as officers.
> Nor does it say trustees become officers, or that trustees can elect
> to be an officer.
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. 
The sole restriction is that the president and secretary cannot be the 
same individual. I think that originates in NM statute.

> Furthermore if you read the section on officers you
> quoted, it provides means for more than five officers. It calls for
> at least five officers, but makes provisions for many more.
Correct - the word "may" means its optional.  I don't see your point 
here.

> Which right now only three officers are listed with the State of New
> Mexico.
Thats because NM only requires us to register three officers. They 
don't care about the rest.

The Foundation does have the minimum of five officers required by the 
bylaws. Again, its a matter of record, so I won't spoon feed you the 
quotes.
>
> But again officers are not trustees. I was calling to have the two
> separated back in 2008. Which still has not happened in 2011.
That's still a good idea, which I support.

>
> > So we are fine with five trustees.
>
> There is nothing stating five, and its you all imposing such limits.
You need to include yourself in the "you all" there. As you correctly 
state above, you had a hand in that.  Later boards have not seen 
any reason to revise the requirement for five trustees.
 
> The bylaws clearly state the initial board of trustees will be five.
> But that is not a hard limit, and no limit has been set by the
> members at any annual members meeting. Which I love how my name is
> still in that section of the bylaws, hilarious!
That section of the bylaws says, as you correctly quote "the initial 
board of trustees".  You are a piece of Foundation history now.
Unless you assert that there is an error there? 
e.g. you were not on the board in 2008 but election results show 
otherwise. 

>
> http://www.gentoo.org/foundation/en/BylawsAdopted.xml#doc_chap5
>
> Clearly five is not enough given the amount of neglect and things not
> done in many years. I really cannot believe the current state of the
> foundation and the mess. Given that there has been active trustees
> since
> 2008. There is just no reason for things to be as they are now.
Its not clear at all that more trustees or officers would have 
helped. There is an old saying around my full time job role that "you 
can't get a baby in a month by getting nine women pregnant" in essence, 
it makes the point that some tasks are not divisible, or if they are, 
the overhead of coordination prevents them being accomplished in less 
time just because more people are being employed on the task(s).

With apologies to the ladies in the readership.

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

Roy Bamford
(Neddyseagoon) a member of
gentoo-ops
forum-mods
trustees