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Golly Gee Batman, I Hope We're Not Too Late!

19 Mar 2012
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I join you in that hope!

Sometime yesterday or today, the minutes for the January 24, 2012 OSM board meeting were posted. I noted several areas of concern with these minutes. In the past, it was clearly noted who had transcribed the minutes. While not required, it is a good idea particularly if some legality issue should arise that the minutes failed to document. Authorities could seek out the minute taker for clarification. Certainly a minor issue but one the Secretary of the board should consider for the future.

The bigger area of concern is one I have mentioned before. How do the board members of OSM ensure that decisions made are decisions of the board and not decisions of individuals on the board? Well, it is really quite simple and all boards practice it. It is even embedded within OSM's bylaws (emphasis mine):

5. CONDUCT OF MEETINGS.

...
Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, will be the act of the Board. Each Director present will have one vote.
...

There were several notations in the January minutes that indicated the board had approved something and directed someone to take action. Yet, you know what? There was no motion and no recorded vote documented. For instance

a. Board Elections and Term Extensions Action item: Alice will draft a letter to the COC expressing the support of the Board to extend their terms.

 This was obviously an act of the board but no vote?

 b. Request to visit to South Korea The Board approves Sukh and Robert to move ahead on this.

Another act of the board. This one even involved non-budgeted money to be approved but again no vote?

The revised Form 990 which OSM must file with the New York Charities Bureau along with the CHAR500 asks in Part VI, Section A, Question 8 whether there is contemporaneous documentation of the board and board committee meeting minutes or written actions. The Form 990 instructions then go on to say that “contemporaneous” means “by the later of (1) the next meeting of the governing body or committee (such as approving the minutes of the prior meeting) or (2) 60 days after the date of the meeting or written action.” Organizations that do not conduct contemporaneous documentation must explain their practices or policies, if any, regarding documentation of board or board committee meetings or written actions. The question’s presence on Form 990 indicates that meeting minutes documentation is an area of concern for the IRS. Failure to adopt practices for better meeting minutes documentation may be a factor that weighs against the organization in the eyes of the IRS or courts. Additionally, a shallow explanation for poor practices may raise concern with donors and the public who have access to an organization’s Form 990.

Robert's Rules of Order, a manual for running nonprofit organizations, explains that minutes are a record of what was done at the meeting, not what was said. At a minimum, minutes should include:
  1. Name and kind of meeting. Is it a regular board meeting, an annual meeting, a meeting of the housing committee or a special meeting. If it is a special meeting, attach a copy of the meeting notice given to members.
  2. Date, place, and time that the meeting began and ended.
  3. Names of the chair and secretary or their substitutes.
  4. Names of voting members attending and whether a quorum was present. You may circulate a sign-in sheet and attach it to the minutes.
  5. Names of guests and their subject matter.
  6. Whether minutes from the previous meeting were approved or corrected.
  7. Motions made. You must record:
    1. the exact wording of the motion
    2. who made the motion
    3. the result of the vote
  8. Reports. Record the name of the report, the name of the member presenting it, and any action taken on the report. If the report was in writing, attach it, or tell where it may be found. An oral report may be summarized briefly.
  9. Other actions, assignments and deadlines, resolutions, and recommendations can be briefly recorded.
  10. Secretary's signature once the minutes have been approved.

  ARARA Operating Procedures Manual

Here's hoping we were not too late and OSM could actually incorporate some of this proffered advice.

I encourage all of you to read the two petitions  linked here and sign them. It is time OSM heard from its constituents!

  Thanks to Andrew Eddie for pointing out my failure to properly attribute the suggested advice on minute taking.

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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

-1 # Andrew Eddie 2012-03-19 19:18
Good to see you got the magnifying glass out to look for those specks of dust as I rightly predicted ;-) While your "advice" is ok, good in some cases, that it is a cause for concern, I think, is unwarranted, considering these are "draft", "unapproved" minutes.

Having served on boards, and seen their operation numerous times, I don't think a letter expressing support needs a motion (III(a) could, but I think that's a bit extreme).

I agree IV(b) would be "better" as a motion, but it doesn't concern me that it's not.

You closing points of are good, but comparison with your board term would indicate it didn't cause you to loose sleep at night if not perfectly followed. See http://opensourcematters.org/policies/meeting-minutes/136-osm-board-meeting-minutes-january-19-2009.html

Refreshing to see a refrain on the personal attacks. Though I disagree with your concern, appreciated the logic argument nonetheless.
0 # David Huelsmann 2012-03-20 09:33
Sorry Andrew, these minutes are not draft or unapproved. OSM doesn't post minutes until they receive board approval. See http://groups.google.com/group/open-source-matters-public/msg/24d813a4e67aa860.

Interesting you would pick a time frame for minutes prior to board attempts to be more transparent. That's the whole point now, of course. Shame to see so much of what was being opened to public review is now being closed.

P.S. I don't do personal attacks. I do point out where improvements can be made and as I said before, I don't beat my wife either. 8)
0 # Andrew Eddie 2012-03-20 17:34
Sorry, did I hear that right? You were participating in a board that wasn't being transparent? No way, I can't believe it.

PS. I still have the emails but I'd need permission to share them ;)
0 # Andrew Eddie 2012-03-20 07:21
A few other points.

Why is the paragraph on Form 990 there? I don't see the relevance (it may exist but the connection, for me, is not clear from what you have written). I also thought OSM abandoned application for 503(c) status long ago so the reference to "donors" seems out of place. Copy-paste problem (without acknowledgement, I might add {cough} - (http://www.nonprofitlawblog.com/home/2011/02/board-meeting-minutes.html)?

Likewise, it probably would have been a good idea to credit the source of the advice on minute taking (found at least in the ARARA Operating Procedures Manual, but not sure if that's the original source).

Back to content you did actually author. How do you know that the $800 in IV(b) was non-budgeted money?
0 # David Huelsmann 2012-03-20 09:45
OSM must also file a 990 with the State of NY because it is still a NY non-profit corporation. If you will follow the Charities Bureau link on OSM's website, you will find the 2010 990 that they filed. Thus the relationship to timely completion of minutes and timely recording of motions. And, as a non-profit "donors" are still in the picture. You will find that the info for the 990 comes straight from the IRS instructions which places it in the public domain. No attribution necessary.

You are correct that I should have provided attribution for the advice on minute taking. I thought I was attributing it to Robert's Rules which the 1915 edition is in the public domain but on review of Robert's Rules I don't find this exact wording. It did come from the ARARA Operating Manual. My bad.

The 2012 budget hasn't been publicly published because it hasn't been finalized - see the January 2012 minutes - "c. 2012 goals/budget update
OSM, PLT and CLT all have yet to complete the process of budget estimates and goal documentation. Paul is available to help if needed."

Therefor, OSM is still operating under the motion they made and approved to extend the 2011 budget until the 2012 budget was approved. Since it has not yet been approved, the request for the $800 in IV(b) was non-budgeted money - res ipsa loquitur. ;-)
0 # Andrew Eddie 2012-03-20 16:32
The quote from the 2011 990 form instructions doesn't need attribution, but the commentary you lifted from the linked site does. OSM complies anyway, by my reading, by approving previous minutes. Dave H's approval of the "format" does not seem to appear in the IRS instruction sheet.

As for "my bad", your blog demonstrates that you don't have much time for people that make mistakes ... I believe plagiarism is a serious crime in most countries.

As for the rest, I still fail to see how nit picking minutes improves OSM's governance of a "software" project. Maybe in the health industry in which you were involved, perfectly sculpted minutes made employees and volunteers feel good about their non-profit, but I can tolerate "adequate". You also have to remember it's not your board anymore, it wasn't your meeting and you can't have it run your way. This isn't a Toastmasters contest - let's see issues relevant to producing software.
0 # David Huelsmann 2012-03-20 20:18
Gee Andrew where are you coming from? You excuse OSM for every issue as minor but accuse me of a serious crime??? Get real. I acknowledged my minor mistake and corrected it. Where do you see OSM correcting their issues?

You are really making yourself appear to be ridiculous. One has to wonder what your motives are. Mine are to improve OSM. Yours appear to be to minimize any issue and to deflect criticism. And it isn't an issue about producing software. Once you created a business entity to isolate the devs from the business issues you have to ensure that business entity that was created follows the law and their own bylaws.

Sorry Andrew -- all your protestations to the contrary doesn't make your ignorance of or your choice to ignore the laws of the country of incorporation appropriate.

Wake up! I am very close to making that complaint to the Attorney General of New York. I have provided every opportunity for the leaders of OSM and the Joomla project to show some improvement. So far nothing!

I am also considering a petition through change.org to see how much support there might be for change at the top of the Joomla! project.
-1 # Andrew Eddie 2012-03-20 21:16
VI.A.8 on the 990 is in compliance by my lay reading. You not liking the format of the minutes format does not concern the IRS.

Joomla doesn't have or plan to create a business entity to my knowledge. Not sure why that's even mentioned. Seems to be injected to deflect criticism ;)

My motives are simple: stand up for what I believe is right. Very hard to do with a buggy character counter and 10 response limit so I can't rebut some of your "claims" with exhaustive proofs. My lack of reply to some of your points is due to that hobbling of open discussion, not because I want to avoid the point.

As I said, there is some good general advice (excluding the 990 paragraph) in this posting, but you wrap it in hyperbole to cast unreasonable doubt of OSM's capacity to be steward of an Open Source community, and I don't agree with that so that's where my sense of social justice kicks in.
-1 # David Huelsmann 2012-03-21 10:04
Goodness. Difficult to have a reasonable discussion with you when you act as if you didn't understand the point.

A. The business entity in question was OSM

B. You view the answer to question VI.A.8 as being in compliance when the question is 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a The governing body?
and the answer was NO. And, as stated in the blog the question’s presence on Form 990 indicates that meeting minutes documentation is an area of concern for the IRS. Failure to adopt practices for better meeting minutes documentation may be a factor that weighs against the organization in the eyes of the IRS or courts.

I have no control over the character counter. You might want to bring that up with the JComments dev. :-*

Ten comments per blog is a reasonable limit for the commenter and myself. If you want additional opportunity to "refute" my claims, you will have to start your own blog. :roll:
0 # Andrew Eddie 2012-03-21 16:26
It's not difficult to Google for what the Attorney General is concerned about, and debating whether Alice should have been authorised by a motion is not one of them (it was not necessary because it was, in fact, not an action of the board - go figure).

Don't blame me if you install software with bugs, that's your responsibility to fix and maintain, not mine ;)

My blog is used for the edification and teaching of development practices, because that's what Joomla is about - software. For public discussions you'll find me in open channels like G+ or various Google Groups. On that note, something far more pressing than debating to-motion or not-to-motion has come up that requires my attention. I bid you good day.

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