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Open Source Matters, Inc. Board Deficiency Summary

04 Dec 2011
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New York State law vests the power to manage Nonprofit Corporations in the Board of Directors. The Board retains overall responsibility to ensure that the organization operates within the confines of its Certificate of Incorporation, the corporate by-laws, and all applicable State and Federal laws. An individual Board member cannot act on behalf of the corporation, unless so deemed by a vote of the majority of the board members present at the meeting. Directors are not entitled to rely on reports if they know that those reports are false, if they know the person making the report is unreliable, or if they fail to make minimal efforts to understand the report and judge its reliability.

So, Shame On You - OSM Board of Directors. You have had a number of board failures pointed out to you and you have made no effort to see that those failures are corrected much less ensured that they won't happen again. Let's try to summarize those failures here. Perhaps if someone makes it easy for you, at least one board member might fulfill his or her responsibilities.

  1. Failure to see that board minutes were published timely to the community as described in the bylaws. (What happened to Open Source Matters, Inc. and transparency for board minutes and financial reports in the past 12+ months? published October 7, 2011)
  2. Failure to see that the financial reports were published timely to the Community as described in the bylaws. (What happened to Open Source Matters, Inc. and transparency for board minutes and financial reports in the past 12+ months? published October 7, 2011)
  3. No discussion after a motion as to the need for additional officer position - Assistant Secretary. (How did Open Source Matters, Inc. end up with an Assistant Secretary of the Board? published October 8, 2011)
  4. Community request made for release of responsibility descriptions that were already available in google private document. Promised to be made available by several board members. Never was. There should have been discussion at the board level for the reason such information was not released to the community. There still hasn't been a release. (Open Source Matters, Inc. and responsibility descriptions. Where are they? published October 8, 2011)
  5. No motion or vote or public discussion for creating a position of assistant treasurer. (Open Source Matters, Inc. and a non-board member Assistant Treasurer. published October 8, 2011)
  6. Was the board complicit in allowing an Open Source Matters report in the Joomla! Community Magazine that had nothing to do with OSM. Come on board members challenge assumptions, ask questions. (What has the "Open Source Matters Report" in the Joomla! Community Magazine have to do with OSM? published October 9, 2011)
  7. Where is the board in asking what their President is doing on all of these junkets around the country. They should be demanding an explanation of who is paying and who benefits. After all, any fallout from improper behaviour (if there is any) would stick to them too. (Where's Waldo (err.. Ryan Ozimek)? published October 11, 2011)
  8. So, OSM why aren't you asking Altansukh Tumenjargal to resign from the board. He isn't attending board meetings and therefor isn't contributing. No reflection on him if the board couldn't make adjustments in meetings for his geographic region. (Open Source Matters, Inc. and board member attendance. Why it's important. published October 13, 2011)
  9. Board members still talk down to questioners by lecturing them in J!People. For instance Marijke Stuivenberg stated in reply to a TM post "Let's also be careful in our choice of words we use to express our feelings." Sorry, that's just so wrong on so many levels. I picked a very mild form of what happens for this example on purpose. (Falling on Deaf Ears! published October 14, 2011)
  10. Board failure to follow-up and ensure sponsors were being billed in a timely fashion or question the disconnect between the number of sponsors listed and the lack of income. (Why Should Your Company Sponsor the Joomla! Project and OSM? published October 18, 2011)
  11. Failure to ensure that sponsors were given appropriate recognition - try to find more then one press release. Go ahead, try. (Why Should Your Company Sponsor the Joomla! Project and OSM? published October 18, 2011)
  12. In October, I asked where the federal and state tax filing were for 2010. Now December 4, 2011 and still nothing. As a board you are not standing up! (Annual 2010 Federal & State Tax Filings for OSM - Did I Miss Their Publication? published October 20, 2011)
  13. According to one CLT attendee at San Jose, she "approved" of the restructuring proposal. According to the secretary of OSM, there wasn't a board meeting at San Jose, so OSM members could not have "approved" of the restructuring proposal and still haven't according to the minutes. What's going on OSM board members? Are you allowing yourselves to be led by the nose? (Joomla Project Proposed Organizational Structure - Horse Vs. Cart? published October 21, 2011)
  14. As a board you should be demanding that the 2011 OSM goals be updated to show what you accomplished this year. So far, nothing. (Open Source Matters, Inc. Fallout From The Lack Of Followup. published October 27, 2011)
  15. The OSM board accountability deficit was clearly documented in the blog Is it Time to "Occupy" Joomla!? on October 27, 2011. Also provided there were many solutions to re-earn the goodwill of the community. Not one single recommendation has even been discussed by OSM.
  16. Since the board and only the board can change the majority of it's bylaws, the board should seriously consider implementing term limits now to ensure that there is no later opportunity to fail to include term limits if the reorganization takes place. At the very least, it should be discussed at the board level. (The Joomla! Project Should Get On Board With Term Limits for OSM! published October 31, 2011)
  17. The board has failed to demand of its treasurer accurate financial reporting. They were made aware that the treasurer has failed to keep accurate records in this blog Breaking OSM Financial News! published on November 1, 2011 so they can longer rely on his reports. Doing so makes them subject to personal liability - not a position you want to be in especially if fraud is later discovered (not to say I expect that).
  18. Now that the board is aware of accounting irregularities, they should have demanded an immediate audit. There was no mention of an audit in the November board minutes. Another sign of board complacency and even incompetence. (No Accounting For It. November 2, 2011)
  19. The board has not conducted an annual meeting for the last two years that I can find. Not only is it required by the board's own bylaws, it is also required by New York State law. Again, the board was made aware of this failure in the blog Now You See It...Now You Don't published on November 6, 2011. No mention, no discussion, and no action noted in the November board minutes. More board complacency.
  20. Board minutes of June 21, 2011 are incorrect. The minutes show Javier Gomez as both attending and not attending. (Open Source Matters, Inc. and board member attendance. Why it's important. published October 13, 2011)
  21. Board minutes of August 29, 2011 are incorrect. In those minutes the board approved the June minutes for the second time and has failed to approve the July minutes. The board was made aware of this relatively minor mistake in the blog Are OSM Assets Protected with Sound Internal Controls? published November 7, 2011. There should have been a motion to correct the minutes in the November board meeting. There wasn't.
  22. A number of questions were raised in the previously described blog about the lack of internal controls in the OSM board. At least one board member should have been moved to ask some questions about that at the November board meeting. There were no questions.
  23. There was no motion at the board level to change shop vendors.  (Is OSM Guilty of Groupthink? published November 16, 2011)
  24. There was no motion at the board level to approve or select the external communications leader.  (Is OSM Guilty of Groupthink? published November 16, 2011)
  25. Failure to appoint a chair of the board meeting in the absence of the President of OSM. (OSM President Missing From Reorganization Discussions! published November 26, 2011)

All in all, the above 25 points are an indictment of the failure of the entire OSM board and of its oversight committee the CoC to ensure good governance of the Joomla! project. The number of deficiencies of the board with many of them serious deficiencies raises substantial doubt on whether this board should be allowed independence. The board's continued silence on these topics indicate a passivity that should not be allowed to continue.

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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

Read more about Dave Huelsmann

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