Allison Fine, one of the authors of The Networked Nonprofit described an uninformed, disconnected, and disengaged non-profit board that resonated perfectly with what I have been seeing and writing about the Open Source Matters, Inc. board. She said in her blog:
Most of all, too many boards are sets for kabuki theater; set dramas where all the actors know their lines; the chair gives an opening, the chief executive provides a summary of all the recent successes, the treasurer talks about the growing deficit, and the committee chair report out on their laundry lists of activities and programs. The meeting adjourns two hours later with very little accomplished except for a sense by the participants that they have done what they’re supposed to do.!
I have been essentially asking that question of OSM for some time now. Let's see, back on October 25, 2011 Paul Orwig announced what he characterized as an aggressive timeline to develop and publish the goals and budget for each leadership team. They were to be complete by January 2012 when OSM would vote to accept them. On June 27, 2012, Alice Grevet published OSM's goals for 2012. Is that right? Six months into the year for accomplishing the goals, they finalized and published them. Except, I can't find in the minutes where the goals were listed and voted on by the board. In fact, in the January, 2012 minutes they specifically stated: "OSM, PLT and CLT all have yet to complete the process of budget estimates and goal documentation." In the February, 2012 minutes they only stated: "With less than a majority in favor of making the certification goal a major goal for 2012, it will not be included in the list of major goals." In the March minutes there was an entry under the Budget Committee: "Reminder: We want to publish a blog by the end of April with updates on each of our 2012 goals (Communications: Alice, Events: Robert, TM/Legal: Jacques, Capital: Sukh). Please plan on providing a paragraph or two to Alice about your goal, and Alice will help assemble everything and get the blog published." In the April minutes there was an entry: "As part of the 2012 goal setting process, the leadership teams are asked to publish quarterly updates to the community. A few paragraphs from each team on updates and accomplishments will be published in a blog. Owners of the 4 OSM goals please get your reports in to Alice for publishing." Nowhere in the minutes that have been published is there any discussion on the goals or any documented approval of these goals by the board. So, I ask you "Where's the beef?"
li·ar noun \ˈlī(-ə)r\ Definition of LIAR : a person who tells lies
lie verb \ˈlī\lied ly·ing
Definition of LIE: intransitive verb 1 : to make an untrue statement with intent to deceive 2 : to create a false or misleading impression transitive verb : to bring about by telling lies
What else would you call it?
OSM has repeatedly lied to the Joomla! Community. No, those lies were not mistakes. They intended to deceive. Let's take a look.
Today (December 14, 2011), the New York Charities Bureau published the Open Source Matters 2010 tax filings on their website. OSM filed both a CHAR500 and an IRS 990. The date these were received by the New York Attorney General's Charities Bureau was November 15, 2011. In the November 15, 2011 board meeting minutes:
a. CHAR500 (Ryan)
Ryan confirms that our 2010 CHAR500 NY filing has been submitted on time.
Yet, according to the New York Charities Bureau FAQs:
Q: When are Annual Filings due?A: Filing due dates depend on an organization's registration type (see following question for more information on registration types). Article 7-A and Dual registrants are required to file within 4.5 months after the end of their fiscal year. EPTL registrants are required to file within 6 months after the end of their fiscal year.
It takes so long to get OSM to release the minutes of their board meetings and then when they finally do, they make freshman mistakes. Like this first item on the August 29, 2011 minutes.
I. Approval of previous meeting's minutes Dianne brings the motion to approve the minutes from the June 21st board meeting. Jacques seconds. The motion passes by unanimous consent.
Of course, that is the EXACT same approval - even down to the minutes from June 21st - that appeared in the July 18, 2011 board minutes! You would think in three months they might have proofed it just a tad bit better.
Attendance by Altansukh Tumenjargal has not improved any. Counting the August meeting as one meeting even though it continued on another day which he also missed gives him an attendance record now of 12.5% (1 out of the last 8 board meetings). And Akarawuth Tamrareang has missed 4 of the eight board meetings. That is a 50% attendance record.
That’s definitely the tag line for every magician during his or her magic show. They somehow try to convince you that an object once seen by you has now somehow vanished into thin air. Of course we all know that is not true. With carefully crafted cues, skilled assistants and perfect timing they briefly redirect your focus for a mere millisecond and poof….Now you see it and now you don’t.
Back around March 11, 2011 in response to a question raised by Jennifer Marriott, Paul Orwig replied "It has been my decision as Treasurer to not publish our unaudited financial statements until I am satisfied that they are reasonably accurate, and I still have some unanswered questions along those lines. I have been in touch with our accountants to get their assistance on that, and they have said they hope to have time next week to help get those questions answered." So, a reasonable person would conclude with the publishing of these financial statements some 7 months later that they are now deemed sufficiently accurate to have passed the tough Paul Orwig test. Right? Not so, young Obi-Wan Kenobi. Now we find with some certainty that these reports contain significant inaccuracies in reporting revenue received and that Paul Orwig, the OSM Treasurer is well aware of it!
So our quick look at the published financial reports raised questions aboout whether the OSM Board and the rest of the Joomla! Leadership teams have actually been seeing accurate financial reports as described recently by Jaques Rentzke "... I can confirm that the OSM auto-generated un-audiited financial reports are shared weekly with the OSM list,..." It appears that the question I raised about why they show $2,000 per month from Demo Site hosting which indicates that the demo site is not exceeding the basic minimum number of subscribers may have hit a nerve. It has been confirmed by the Demo Site operators that they are doing significantly over the minimum subscribers which means that they are paying more then the $2,000 per month that shows up in the current financial reports. Yet, where is the money? One source indicates that the amount paid monthly is now $8,000. I don't know how many months that amount might have been paid but let's assume 6 months just for the sake of discussion. Then the missing amount would be in the neighborhood of $36,000 more or less depending upon the accuracy of the source and the number of months of payment. According to the Treasurer they will change the total at the end of the year. That is not how you do accounting - especially accrual accounting which is what OSM is on. If he didn't actually receive the money it should show up in his Accounts Receivable.
I must have missed the Open Source Matters, Inc. publication of the 2010 Federal Corporate Tax Return (Form 1120) and the New York State CHAR500 return. And, depending on the contents of the CHAR500 return, maybe even a Form 990. Oh no I didn't, I just checked here on the OSM Federal Filings page and there are no links to the 1120 nor are there any filed CHAR500 in the New York State charities database. That's interesting!
Let's see, OSM, last I checked, operates on a calender year fiscal year. So that means they must file the 1120 by the 15th day of the third month after the end of their tax year. Hmm, that would make it due on March 15. A review of the available published OSM minutes (only published through July, 2011 as of this date) shows that in the March 2011 minutes, an automatic extension of 6 months was requested (note that it was not specific that this was just a Federal extension. There isn't a 6 month extension available in New York). Nothing wrong with that. Gives the accountants time to review and correct the books. But, wait a minute. That would make the the date the Federal taxes had to be filed by as September 15, 2011. So, supposedly the taxes forms have been filed but just like the other missing financial reports there hasn't been any publication of this information to the Joomla Community. I could be wrong, of course. Would love to see some communication from OSM about these issues. Nothing anywhere so far though.
On December 4, 2009, Ryan Ozimek, then Secretary of OSM, Inc. posted this blog in which he promised that the minutes of the OSM board meetings would be published in a reasonable time frame. In fact, he stated: "Our meeting minutes have been recorded internally, and more often than not, sent to the board members for approval shortly after the completion of board meetings." which would imply at least publication during the month following the meeting. Unfortunately the publications of OSM minutes has been very inconsistent with the current state as of today having minutes only available through the July, 2011 board meeting. This kind of delay makes it impossible to have a somewhat current discussion with OSM board members on any decisions that might have been made in the past month. The current board secretary frequently refers to the OSM bylaws when someone pushes the issue of why the minutes are not published in a more timely fashion: