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On Wed, Mar 30, 2011 at 7:11 PM, William L. Thomson Jr. |
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<wlt@××××××××××××××××.com> wrote: |
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> On Wed, 2011-03-30 at 22:43 +0100, Roy Bamford wrote: |
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>> > Which clearly state the officers are to be elected or appointed by |
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>> > the trustees. |
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>> That happened and is documented - I'll leave you to grep the logs. |
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> |
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> There is nothing saying the trustees can elect themselves as officers. |
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> Again I had specific intention when I helped author the current bylaws. |
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|
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There is nothing in the bylaws which prevents the trustees from doing so. |
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|
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Considering that a problem in the past has been an inability to even |
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fill all of the trustee roles, I'm not sure that we're going to |
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improve things by constraining the foundation to find additional |
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people to fill the officer roles. |
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|
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I'm all for appointing additional people as officers. However, they |
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need to step up and volunteer first, or be willing to work for fairly |
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little. |
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|
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>> Again your point is misleading. What you say is quite correct but its |
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>> incomplete. Neither the articles nor bylaws forbid trustees to serve as |
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>> officers. |
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> |
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> First you say I am incorrect, now I am correct. Not sure why trustees |
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> are flip flopping so much. |
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|
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Uh, I'm not sure I see any inconsistency here. |
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|
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You're pointing out that the bylaws don't explicitly grant the |
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trustees the power to appoint themselves as officers. |
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|
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The trustees are pointing out that the bylaws don't explicitly forbid |
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the trustees the power to appoint themselves as officers. |
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|
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Both are true. |
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|
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> You keep saying you are fine with 5 trustees. There is nothing imposing |
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> that limit, and the number should be much higher. Even with elections |
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> not much point, unless more are running than open seats. Which since |
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> there can be up to 21 trustees. There is plenty of open seats. |
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|
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I think we need to have some balance here. In the past we've had |
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difficulty filling all the trustee slots as it is. In fact, last year |
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we didn't even have an election. |
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|
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Having more seats would increase the labor pool a little, but could |
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lead to issues if we can't fill them all in future elections. Also, |
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not having an election basically makes the trustees a list of anybody |
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who volunteered for the job, and doesn't give the foundation |
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membership a real chance to vet them via election. Just having an |
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election also imposes a very minimal barrier to entry (you have to be |
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at least interested enough to get involved so that people recognize |
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your name). |
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|
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>...Like keeping finances in |
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> order, not losing track of large sums of money, and filing necessary |
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> paperwork for compliance. Which the filings are mandated by corporate |
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> law in the US, both state and federal. |
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|
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I don't think anybody disputes that those things need to be done. |
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|
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> |
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> History as a trustee, I am current as a member, which you the trustees |
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> serve at our leisure. We elect you, and your responsibility is to us, |
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> and the foundation, which represents the members. |
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|
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I don't think anybody disputes that. Every member has an opportunity |
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every other year to get rid of any trustee they dislike. Every member |
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also has an opportunity to volunteer to help out. The trustees are |
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volunteers like everybody else in Gentoo - if you have an itch scratch |
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it! I'd certainly like to see us catch up on tax compliance, but I'm |
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not going to bug the current trustees to death until they quit, as |
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simply pointing out problems doesn't fix them. It isn't bad to point |
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out problems, but we're not going to fix them by replying to each |
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other's emails endlessly. |
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|
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> |
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> Well the bylaws should reflect the current trustees, not historic ones. |
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> That section needs to be amended to show the current trustees. Who cares |
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> who the initial ones were back in 2008. Other trustees proceed us at the |
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> time, and they get no credit or mention. Therefore only the current |
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> trustees should be mentioned in that. |
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|
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Should the US Constitution be re-ratified every time there is a new |
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general election (who is that John Hancock guy anyway - I never voted |
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for him!)? The purpose of listing names in the the articles and |
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bylaws was to bootstrap the organization. I don't think we need to |
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amend them every time there is an election - that is what public |
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notices / minutes / etc are for. |
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|
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|
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> Don't give me that, again I was doing the treasurers job back in 2008. |
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> Who found a bank that Gentoo could open an account with? Part of |
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> leadership is delegation, and a team is responsible for the other |
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> members. You cannot use the excuse its their responsibility. |
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|
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Delegation only works when people are willing to be delegated to. In |
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most organizations this is accomplished by issuing them paychecks. An |
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organization the size of Gentoo would quickly run out of money trying |
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to do it that way. Everybody involved in this chain is a volunteer, |
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and you don't get volunteers to do more work by telling them that |
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they're doing a lousy job, generally. |
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|
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I'm not for brushing problems under the rug either, but leadership in |
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a volunteer organization is less about delegation and more about |
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inspiration. Sure, you need to use the resources you do have, but you |
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have to exercise care about how you do it. |
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|
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> I am seriously blown away at the current state of the foundation. No |
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> clue what the trustees have been doing since 2008. But clearly |
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> overlooked half of the trustees responsibility which is financial |
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> accountability for the foundation. |
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> |
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|
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Well, it certainly isn't the worst state of affairs I've seen in the |
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foundation. :) It does need fixing. I'd really like to see us set |
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up some procedures we can work by that will make it completely clear |
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to officers what their duties are in terms of filings/etc. |
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|
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Yes, I know they've been hashed out in this thread / various websites |
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/ etc. I was thinking more in terms of: |
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Step 0 - For the period between x and y |
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Step 1 - go to the Gentoo check register located at this link |
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Step 2 - add up all transactions meeting this critiera and put it in |
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this field on form abc |
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.... |
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Step n - Have the following officers sign the form: ... |
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Step m - Have the form filed with agency foo by <date> |
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Step o - Make a copy, redact the following information (...), post a |
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scan at ..., and update the index at ... |
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|
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We should basically have a checklist for the financial/legal health of |
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the organization. It would be trivial for anybody to assess where |
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things stand, and if something isn't done it would be clear what needs |
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to be done. |
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|
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Then we need to start catching up since we're behind. In my |
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experience dealing with regulators (granted, in a somewhat different |
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capacity) this is exactly how compliance issues are addressed. |
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Regulators don't mind past sins as much if it is clear that the |
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organization is taking clear steps to address them and avoid them in |
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the future. And, in any case if we don't have a clear plan for |
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staying compliant than all the work we perform catching up will just |
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get left behind. |
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|
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> Instead the trustees seem to discount and discard such, which is quite |
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> alarming and sad at the same time. |
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|
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I don't see anybody discounting the financial issues. They just |
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haven't solved them in a week. |
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|
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I have mixed feelings about this entire email chain. |
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|
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On the one hand, it doesn't hurt to have a wake-up call and to bring |
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attention to the issues. On the other hand, it is really easy to |
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point out that a bunch of people aren't getting a job done that |
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historically nobody ever was able to completely keep up with. I think |
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it can be done, and perhaps if I get elected I'll be eating those |
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words. However, it is a lot easier to point out problems than fix |
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them. I think our trustees have earned their $0 paycheck - while |
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we're not where we need to be the foundation is much further from the |
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brink than it was a few years ago. |
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|
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Rich |