Gentoo Archives: gentoo-nfp

From: Rich Freeman <rich0@g.o>
To: gentoo-nfp <gentoo-nfp@l.g.o>
Subject: Re: [gentoo-nfp] List of items to be addressed by audit
Date: Thu, 31 Mar 2011 11:13:26
Message-Id: AANLkTinTW0rYxwG8vqZjBKN7e1KgndoJkvsdM=UquFAb@mail.gmail.com
In Reply to: Re: [gentoo-nfp] List of items to be addressed by audit by "William L. Thomson Jr."
1 On Wed, Mar 30, 2011 at 7:11 PM, William L. Thomson Jr.
2 <wlt@××××××××××××××××.com> wrote:
3 > On Wed, 2011-03-30 at 22:43 +0100, Roy Bamford wrote:
4 >> > Which clearly state the officers are to be elected or appointed by
5 >> > the  trustees.
6 >> That happened and is documented - I'll leave you to grep the logs.
7 >
8 > There is nothing saying the trustees can elect themselves as officers.
9 > Again I had specific intention when I helped author the current bylaws.
10
11 There is nothing in the bylaws which prevents the trustees from doing so.
12
13 Considering that a problem in the past has been an inability to even
14 fill all of the trustee roles, I'm not sure that we're going to
15 improve things by constraining the foundation to find additional
16 people to fill the officer roles.
17
18 I'm all for appointing additional people as officers. However, they
19 need to step up and volunteer first, or be willing to work for fairly
20 little.
21
22 >> Again your point is misleading. What you say is quite correct but its
23 >> incomplete. Neither the articles nor bylaws forbid trustees to serve as
24 >> officers.
25 >
26 > First you say I am incorrect, now I am correct. Not sure why trustees
27 > are flip flopping so much.
28
29 Uh, I'm not sure I see any inconsistency here.
30
31 You're pointing out that the bylaws don't explicitly grant the
32 trustees the power to appoint themselves as officers.
33
34 The trustees are pointing out that the bylaws don't explicitly forbid
35 the trustees the power to appoint themselves as officers.
36
37 Both are true.
38
39 > You keep saying you are fine with 5 trustees. There is nothing imposing
40 > that limit, and the number should be much higher. Even with elections
41 > not much point, unless more are running than open seats. Which since
42 > there can be up to 21 trustees. There is plenty of open seats.
43
44 I think we need to have some balance here. In the past we've had
45 difficulty filling all the trustee slots as it is. In fact, last year
46 we didn't even have an election.
47
48 Having more seats would increase the labor pool a little, but could
49 lead to issues if we can't fill them all in future elections. Also,
50 not having an election basically makes the trustees a list of anybody
51 who volunteered for the job, and doesn't give the foundation
52 membership a real chance to vet them via election. Just having an
53 election also imposes a very minimal barrier to entry (you have to be
54 at least interested enough to get involved so that people recognize
55 your name).
56
57 >...Like keeping finances in
58 > order, not losing track of large sums of money, and filing necessary
59 > paperwork for compliance. Which the filings are mandated by corporate
60 > law in the US, both state and federal.
61
62 I don't think anybody disputes that those things need to be done.
63
64 >
65 > History as a trustee, I am current as a member, which you the trustees
66 > serve at our leisure. We elect you, and your responsibility is to us,
67 > and the foundation, which represents the members.
68
69 I don't think anybody disputes that. Every member has an opportunity
70 every other year to get rid of any trustee they dislike. Every member
71 also has an opportunity to volunteer to help out. The trustees are
72 volunteers like everybody else in Gentoo - if you have an itch scratch
73 it! I'd certainly like to see us catch up on tax compliance, but I'm
74 not going to bug the current trustees to death until they quit, as
75 simply pointing out problems doesn't fix them. It isn't bad to point
76 out problems, but we're not going to fix them by replying to each
77 other's emails endlessly.
78
79 >
80 > Well the bylaws should reflect the current trustees, not historic ones.
81 > That section needs to be amended to show the current trustees. Who cares
82 > who the initial ones were back in 2008. Other trustees proceed us at the
83 > time, and they get no credit or mention. Therefore only the current
84 > trustees should be mentioned in that.
85
86 Should the US Constitution be re-ratified every time there is a new
87 general election (who is that John Hancock guy anyway - I never voted
88 for him!)? The purpose of listing names in the the articles and
89 bylaws was to bootstrap the organization. I don't think we need to
90 amend them every time there is an election - that is what public
91 notices / minutes / etc are for.
92
93
94 > Don't give me that, again I was doing the treasurers job back in 2008.
95 > Who found a bank that Gentoo could open an account with? Part of
96 > leadership is delegation, and a team is responsible for the other
97 > members. You cannot use the excuse its their responsibility.
98
99 Delegation only works when people are willing to be delegated to. In
100 most organizations this is accomplished by issuing them paychecks. An
101 organization the size of Gentoo would quickly run out of money trying
102 to do it that way. Everybody involved in this chain is a volunteer,
103 and you don't get volunteers to do more work by telling them that
104 they're doing a lousy job, generally.
105
106 I'm not for brushing problems under the rug either, but leadership in
107 a volunteer organization is less about delegation and more about
108 inspiration. Sure, you need to use the resources you do have, but you
109 have to exercise care about how you do it.
110
111 > I am seriously blown away at the current state of the foundation. No
112 > clue what the trustees have been doing since 2008. But clearly
113 > overlooked half of the trustees responsibility which is financial
114 > accountability for the foundation.
115 >
116
117 Well, it certainly isn't the worst state of affairs I've seen in the
118 foundation. :) It does need fixing. I'd really like to see us set
119 up some procedures we can work by that will make it completely clear
120 to officers what their duties are in terms of filings/etc.
121
122 Yes, I know they've been hashed out in this thread / various websites
123 / etc. I was thinking more in terms of:
124 Step 0 - For the period between x and y
125 Step 1 - go to the Gentoo check register located at this link
126 Step 2 - add up all transactions meeting this critiera and put it in
127 this field on form abc
128 ....
129 Step n - Have the following officers sign the form: ...
130 Step m - Have the form filed with agency foo by <date>
131 Step o - Make a copy, redact the following information (...), post a
132 scan at ..., and update the index at ...
133
134 We should basically have a checklist for the financial/legal health of
135 the organization. It would be trivial for anybody to assess where
136 things stand, and if something isn't done it would be clear what needs
137 to be done.
138
139 Then we need to start catching up since we're behind. In my
140 experience dealing with regulators (granted, in a somewhat different
141 capacity) this is exactly how compliance issues are addressed.
142 Regulators don't mind past sins as much if it is clear that the
143 organization is taking clear steps to address them and avoid them in
144 the future. And, in any case if we don't have a clear plan for
145 staying compliant than all the work we perform catching up will just
146 get left behind.
147
148 > Instead the trustees seem to discount and discard such, which is quite
149 > alarming and sad at the same time.
150
151 I don't see anybody discounting the financial issues. They just
152 haven't solved them in a week.
153
154 I have mixed feelings about this entire email chain.
155
156 On the one hand, it doesn't hurt to have a wake-up call and to bring
157 attention to the issues. On the other hand, it is really easy to
158 point out that a bunch of people aren't getting a job done that
159 historically nobody ever was able to completely keep up with. I think
160 it can be done, and perhaps if I get elected I'll be eating those
161 words. However, it is a lot easier to point out problems than fix
162 them. I think our trustees have earned their $0 paycheck - while
163 we're not where we need to be the foundation is much further from the
164 brink than it was a few years ago.
165
166 Rich

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Re: [gentoo-nfp] List of items to be addressed by audit "William L. Thomson Jr." <wlt@××××××××××××××××.com>