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

[William L. Thomson Jr.]

On Tue, 2011-03-29 at 20:32 +0100, Roy Bamford wrote:
> On 2011.03.29 19:38, William L. Thomson Jr. wrote:
> > Roy,
> >
> > On Tue, 2011-03-29 at 19:02 +0100, Roy Bamford wrote:
> > >
> > > William,
> > >
> > > I will patiently away the outcome ...  is a key phrase in your
> > post.
> > > Nothing will start by way of an audit until we have elected a new
> > > Treasurer and he or she is comfortable in the role.
> >
> [snip]
> > --
> > William L. Thomson Jr.
> > Obsidian-Studios, Inc.
> > http://www.obsidian-studios.com
> >
> >
> >
> William,
>
> Matthew, is both our Secretary and Treasurer for the time being. We are
> all acutely aware that he is our sole cheque signatory, thus a single
> point of failure until he divests himself of one of those roles.
> None of us want to repeat the issues we had with recovering our funds
> again.
>
> I whole heartedly agree about the need to separate the trustees and
> officers roles.  We are where we are ... and need to plan on how to get
> to where we need to be. Just doing it, to the neglect of other things,
> is not the way forward. The audit is important but its not the only
> thing that is important to the Foundation.
>
> As the Gentoo Foundation has the same individuals serving as trustees
> and officers, its a little difficult to separate the two aspects of the
> election.  You are technically correct that the election is for
> trustees, not officers. However, the election may change the officers
> too, just because we do not have separate officers and trustees.
>
> The way the Foundation appoints officers is stated in the bylaws
> http://www.gentoo.org/foundation/en/BylawsAdopted.xml
>
> <quote>
>  6.  Article VI Officers
>
> Section 6.1. Officers.
>
> The officers of the foundation shall consist of a President, a
> Secretary and a Treasurer, each of whom shall be elected by the Board
> of Trustees. A Chairman of the Board, one or more Vice Chairmen, one or
> more Vice Presidents, and such other officers and assistant officers
> and agents as may be deemed necessary may be elected or appointed by
> the Board of Trustees from time to time. Any two (2) or more offices
> may be held by the same person, except the offices of President and
> Secretary
> </quote>

FYI this incorrect and needs to be changed. There is no legal
requirement for a chairman of the board. That is not an officers
position under corporate law in the US. Same for vice chairmen. You can
have President or CEO. But the state cares less about chairman.

Please understand I am talking about the state and federal filings. I
care less about Gentoo's internal structure per bylaws, which the state
and feds will feel the same.


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