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OSM Says: SURPRISE!

21 Nov 2013
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No minutes for October have surfaced. It appears OSM held a board meeting at a summit in Boston, Massachusetts, USA, on November 6, 2013. Of course, no minutes for that meeting have surfaced either. However, the Board found time to notify the public that it had made "Short Term Changes to OSM Bylaws". If you haven't taken the time to read the changes, YOU SHOULD! You should because it dramatically changes how board members will be elected in the future assuming the Board retains the majority of these changes for the long term version of the bylaws! Article 3 of the bylaws now permits any "contributor" to be a member. In real terms it states:

3.3. ADMISSION TO MEMBERSHIP.

Applicants qualified under Section 3.1 above, shall be admitted to membership will be determined on a case by case basis, at the sole discretion of the Board and/or Membership Committee. Any "contributor" to Open Source Matters who is supportive of this corporation's purposes and is not otherwise prohibited by any contract, law or regulation from abiding by the terms of these by-laws shall be eligible for membership. A "contributor" shall be any individual who has contributed to improving Open Source Matters and its projects in any form.

Note that it further states that a membership roll will be kept with name, address, and email address as well as a record of termination of membership. It also states that while this membership roll is a public record, it won't be available to third parties. Interesting dichotomy there!

I won't go through all of the additional changes but you better believe the board made sure that any member is subject to a number of restrictions on their behavior as it relates to the Joomla project and are subject upon unanimous vote of all "disinterested Directors" for removal or suspension. Now, I wonder where you find "disinterested Directors" at OSM?

If you survive the loyalty test (and I assume, I would not even get to first base!), then you would get to vote on whether a nominated Director would be elected at a general annual membership meeting. Of course, you don't seem to get to nominate a director so you will really just be rubber stamping whatever slate of directors the board proposes. But, hey, that's better than no input at all, right? Right?

Next, view this interesting arrangement the Board has devised for themselves:

3.7. QUORUM AND VOTING.

Each voting member in good standing shall have one vote at any meeting of the Members. A quorum shall consist of a majority of the total voting Members, present either in person or by proxy. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the Members.

Contrast the above with what you see here:

7. ARTICLE VII - AMENDMENTS

These by-laws may be amended or new by-laws adopted upon the affirmative vote of a majority of the Directors at any regular or special meeting of the Directors. The notice of the meeting shall set forth a summary of the proposed amendments.

 See any requirement for a quorum? I don't. So if four directors out of eleven show up at a meeting, according to the above, they can modify the bylaws. Looks like more hinkey behavior by Open Source Matters, Inc., doesn't it? 

Update: November, 22, 2013

The Board continues it's hinky practices! After this blog was published yesterday, an additional release was made by Alice Grevet titled "OSM Transitions Update" in which she stated "At its summit meeting in Boston on November 6, 2013, the directors of the Board of Open Source Matters, Inc., admitted two candidates as members of the organization and directors of the board: Victor Drover and Joe Sonne. Victor joined the board in August as our preferred candidate for Treasurer. His election to the officer role of Treasurer was dependent on  recent Bylaws changes, which were voted on earlier that day. Following the bylaws vote and Vic's admission as member and director, in a second motion, the directors appointed Vic to the position of Treasurer." If you check the link to the August Board meeting, you will find no motion of the board making Vic Drover a board member. If you check the September Board meeting, you will find the following: 

"New Board Member Election: the board of Open Source Matters voted for Victor (Vic) Drover as our preferred candidate for a new board director. It is the intention of the board to also elect Vic as our new Treasurer in the coming weeks.
Candidate deliberation took place via conference calls and the email list. Victor Drover carried the majority vote."

There is a BIG difference between being voted the "preferred candidate" for a new board director and actually being elected as a board director. So apparantly recognizing their mistake, the board elected him a board member on November 6, 2013.

Now, going to the October 29, 2013 Board minutes which were also just released after this blog was published, we find the un-elected Vic Drover seconding a motion to approve minutes of the September Board meeting he presumably wasn't even present at. Oh, by the way, the October minutes don't list him as attending that meeting either. Vic goes on to make a recommendation concerning the handling of Pay Pal funds and manages to get approved for $2,120 to attend the JDay Hungary event. Pretty good for a person who appears not even to be there!

This Board cannot seem to get their act together. Given the Bylaw changes they just enacted and the shenanigans they went through with Vic Drover, I personally wouldn't rest my hopes on the Joomla project with this group. Note that responsibility for these egregious mistakes lie not only with each Board member but particularly with Paul Orwig, OSM President. Thank goodness most Board members are not devs!

 

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David Huelsmann

Dave Huelsmann was Treasurer of Open Source Matters, Inc. from 2008 to July, 2010 and Joomla Forum Global Moderator from 2005 to November, 2010. Now retired, he was a senior healthcare executive who managed large and diverse clinical laboratory, radiology, electroencephalography, and centralized patient transport operations/departments in both not-for-profit and for-profit companies throughout the United States.

Dave was a Navy Corpsman who served in Vietnam while attached to Seabee battalionmcb71
MCB-71.

Read more about Dave Huelsmann

Comments

0 # Andrew Eddie 2013-12-05 22:11
"I personally wouldn't rest my hopes on the Joomla project with this group"

As you well know, Joomla is supported by many volunteers, not just OSM. I pin my hopes on the body as a whole. Your remarks insults me and the many hundreds of people that make the name of Joomla possible.

And that doesn't imply I think OSM is doing a bad job or I, as a co-founder of the project itself, have a problem with the recent by-law changes. To be perfectly honest I'd love to have all our official "stuff" like minutes under source control, but that's a battle for another day and that leads me to your next delightful comment:

"Thank goodness most Board members are not devs!"

What would the working class contributors know about managing? You won a lot of votes with that one Dave.
0 # David Huelsmann 2013-12-06 10:48
(From somewhere in the warm Sea Of Cortez)
Andrew: As you know, you are always welcome to express your views.
Since I was only commenting about OSM members, your extension of my comments to the other volunteers in the Joomla project was unwarranted.

Your throwaway comment that "the working class contributors" wouldn't know about managing was an insult to all of those fine folks. I am sure many of them have well developed skills in the managing black arts. :-*
0 # Andrew Eddie 2013-12-06 17:32
You said "wouldn't rest my hopes on the Joomla project with this group". You have equated your hope in the name Joomla only with OSM. You aren't resting your hope on Joomla because of this group, OSM, exclusively. You are entitled to your opinion but it appears you have forgotten or ignorant of what makes up Joomla. OSM is an important part but technically they could disappear and Joomla would still produce and release software (not as well, but still).

You said "Thank goodness most Board members are not devs!". Your exact inference is hard to define, but it's clear you have a negative view about developers on management boards - pretty rich since it's a board for a software company. Your words, not mine Dave. Don't blame me for what you said.

I still stand by the statement that your term on the board was worse, relatively, (but adequate) in terms of communication and procedure than it is now, a FACT you conveniently sidestep. Minutes you approved were sub-par compared to your knit-picking of today. I just find it hard to continue to swallow the "do as I say, not as I did" or the "I didn't care then, but do know because I can" mindset. As a long term member of this project at least I own, and regret in some cases, the mistakes I made, which are many. This air of perfection that you carry is really not a good fit with the Open Source mindset - probably explains why this blog exists. Open Source didn't meet your expectations and you are angry (to which I'd reply I'm sorry you feel that what but so what?).

You also continue to fail to grasp the concept of collateral damage. Your vendetta against OSM for goodness knows what reason reflects on the hundreds that do actually support the Joomla project today (a list of people within which you are conspicuously absent). You can't constantly attack OSM and say you care about Joomla. It's clear you don't care about Joomla at all, just your revenge - please just admit it.
0 # David Huelsmann 2013-12-09 12:51
Andrew:
Given the many procedural errors OSM continues to exhibit..."thank goodness most Board members are not devs!" Clear enuff for you now?

You conveniently forget that the OSM board I was a member of was the first and so far only OSM board that tried for complete transparency with minutes an financial reports. Can't say the same today.

You don't really want me to reveal my reasons for resigning from OSM as well as the moderator group do you?

Forget revenge as a motivator, think constructive criticism to drive improvement. The more voices that are raised in that direction, the more likely they will be heard. You have been asked several times by me to intervene. Unfortunately, you appear to be satisfied with the status quo. :sad:
0 # Andrew Eddie 2013-12-09 15:29
"thank goodness most Board members are not devs!" because they'd make an even bigger mess of OSM than the existing board? Yeah, really clear.

"tried for complete transparency"
Grant you did "try" but it was a future board that actually "got it right". The minutes from your time were so deliberately vague that it was difficult to hold you in account for anything. I specifically remember bringing it up on list (that's after OSM thought it was appropriate to actually talk to the PLT and CLT). Ironically, your time was dogged with ATAAW doing to your board what you are doing to the current board.

"reveal my reasons"
Well that would be open and transparent but you'll never do that because it would put you in a position of having to defend yourself (nice bluff). As for me, there are two reasons why I've ever resigned from position. On the odd occasion it's because life got in the way, but mostly it was because I was getting angry and frustrated all the time. Now, sometimes that might have been justified but it always led to a disharmony within the team, and I was always part of the problem (unlike your infallible self apparently). I'm not ashamed to be honest about my imperfections.

"constructive criticism"
Yes, but not in the name of The Doctor, oops, I meant Joomla (50th anniversary fever still raging). I'm sure the best of the London tabloids and Wikileaks try and spin that one too. Take a grain of truth and weave a web of suspicion around it to sell papers. Anyone can see this is personal for you. Sure, there are some mistakes but to say otherwise is like complaining about software that ships with bugs. Why aren't you doing a hate blog about the Bcrypt situation Dave? Be consistent please! (satire)

What you are doing amounts to trolling and you were rightly banned from doing it on our property. If you are ever completely happy with a board on OSM it's time for me to start worrying. (not satire)
0 # David Huelsmann 2013-12-10 11:48
BTW, considering you are posting on my blog site, some might consider you the troll. :P
0 # David Huelsmann 2013-12-10 11:24
Simply love how like to make phrases twist to your preconceived notion of another's meaning. "Thank goodness most Board members are not devs!" To spell it out for you means what a state Joomla would be in if the dev's made as many procedural errors as OSM board members.

No future board was successful in being more transparent then the board I was on. If you are measuring transparency by the completeness of minutes, keep in mind the Secretary was the same. I prefer to measure by timeliness and by the simultaneous release of finance reports.

The ATAAW were certainly pita's but I come nowhere near that category.

Try to get your facts straight, I was never banned and I still post on the forums on occasion.

You are certainly entitled to your opinions and you are always welcome here to speak of your own failures at length if you desire. I don't feel the same need for public confession.

And, lastly, as I have told you before, this not about the software an area you are concerned with. This is not personal but constructive criticism. It's unfortunate that you refuse to accept it as that but it doesn't change the facts. 8)
0 # Andrew Eddie 2013-12-10 15:28
"make phrases twist" Not at all. It's the brittleness of English. I see now what you mean but your statement can rightly be taken either way. Sometimes less is more

"No future board was successful" cf http://opensourcematters.org/policies/meeting-minutes/142-osm-board-meeting-minutes-november-16-2009.html with http://opensourcematters.org/index.php?option=com_rubberdoc&view=doc&id=102&format=raw Today's minutes are better.

"ATAAW" You are definitely worse.

"I was never banned" You were. We can probably make a case that you can be again because this site violates the volunteer code of conduct.

"I still post" Yes I know. You should not have had to ask about this one http://forum.joomla.org/viewtopic.php?f=262&t=805051&p=3039353#p3039353

"I don't feel the same need for public confession." Otherwise known as hubris. I don't think you have any idea about the personal toll you've put on people.

"this not about the software" As far as I'm concerned, attacking OSM with half-truths, outright lies and innuendo is the same as attacking the project as a whole for me. Trolling from afar is still trolling.
0 # David Huelsmann 2013-12-11 10:41
So, the fact that in those October 29, 2013 minutes was this "Approval of OSM board meeting minutes for the months of July, August and September 2013" indicating a significant lapse of timeliness doesn't bother you?

Apparently my so-called ban was not long and didn't cover the "entire property" as you put it.

You seem to have a problem that I asked why one area of Joomla was invoking a law from a different state than New York where OSM is incorporated Yet, even those responsible for that area had no idea why. My question, at the the very least, served to educate.

Andrew, I hate to say it but you are really struggling here. You can claim what you wish but the end result is the same. OSM today, fails to timely publish its minutes (and no, it is not about quality but about timeliness), it fails to publish financial reports for public oversight, it fails to make motions on critical strategic decisions so that the entire board is on record as approving, and it fails to inspire confidence in its decision making process as a result.

You can try as you might to make me the bad guy but all you are succeeding in doing is drawing attention to the failures.

Thanks Andrew, I couldn't have asked for more myself. ;-)
0 # Andrew Eddie 2013-12-11 15:36
"July, August and September" While not normal, it's not wrong. No, it doesn't bother me.

"so-called ban" I still spoke the truth, but you did not.

"law from a different state" I was surprised someone with your experience did not known that you execute a contract where your lawyers office is.

"fails to timely publish" Soon after the meeting in which they are approved is ideal. I see that happening.

"fails to publish financial reports" No it doesn't.

"fails to make motions" No it doesn't. Lift your 10 comment /1000 word limit and let's have a open and transparent debate about it.

"fails to inspire confidence" Fails to inspire your confidence. So?

"the bad guy" Yes, I believe you dragging the name of Joomla through the mud to get back at OSM for probably some petty disagreement. You left in disgust and without transitioning your role so something was definitely up. Either bare it or get over it.

"drawing attention to the failures" like you saying you weren't banned and then you were. No leader in the Joomla project is perfect and no procedure is followed to the letter. Sometimes that has dramatic consequences, sometimes it does not. My opinion is that tweaking OSM to *your* liking results in no nett benefit for me or the community as a whole. If you think otherwise, I believe you are out of touch with the needs of the software. That is my priority and it should be yours if you really understand what Joomla is about. Your assertions that we should loose hope in Joomla because of your personal vendetta against OSM are melodramatic at best.

No doubt you will use admin's privilege to comment and leave me with no right of reply. Leaves you in a commanding position - I get it.

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