Leaks, Drips, and Spills

OSM, how embarrassing this must be for you!

02 Feb 2013
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Hmmm, that would assume that OSM board members are actually capable of feeling shame for their many failures to keep the community informed and fulfill their fiduciary duty to the organization. So far there is no evidence of that at all.

Let's see, we are in the first week of February 2013 - what have the members of OSM's board failed to do so far?

  • Publish the minutes of the last three board meetings on the OSM website (November, 2012, December, 2012, and January, 2013)
  • Ensure that their treasurer timely filed all required tax returns (CHAR500 and IRS990 NY Charities Bureau and IRS1120 filed with the IRS)
  • Questioned the Treasurer why there hasn't been a posting of the above on the OSM website and why the NY Charities Bureau hasn't been able to post their required returns on their website if they were filed on time.
  • Questioned the Treasurer and the president of OSM why there hasn't been a completed financial report for the years 2010, 2011, and so far 2012 that has been attested to as correct by both the President and the Treasurer and made available to both the community and the NY Charities Bureau as required by both OSM Bylaws and NY Law.
  • Questioned themselves as to their failure to ensure that meeting minutes and financial reports are made publically available in a timely fashion as their own website and bylaws promise.
  • Questioned themselves why the only motions and votes made seem to be for adjournment and why they fail to insist that such procedures are followed for all decisions of the board.
  • Questioned the Secretary as to how she can make immediate changes to the posted bylaws on the OSM website after a voted change (see this blog for comments on the poor handling of that motion and vote) but can't manage to get minutes approved and posted in a timely fashion, or get the bios of the new board members posted for the last four months.
  • Questioned themselves as to why they haven't set-up a public communication method (such as the forums) for the community to be able to ask the board questions and receive reasonable responses.
  • Questioned why they never evaluate themselves on their performance towards their goals and objectives and publish the results.

If I was a current board member, I would want to ensure that I fulfilled my fiduciary duties by at least questioning all of the above items and ensuring my questions were memorialized in the minutes. For those that haven't taken the time to understand their legal obligations as a non-profit board member, they can be summarized as the Duty of Loyalty requires the board member, when making a decision or acting on behalf of the organization, to set aside personal or conflicting interests and act solely in the best interest of the organization. The Duty of Care requires a board member to devote the time, attention and resources necessary to understand and prudently oversee the affairs of the organization. The Duty of Obedience requires the board member to obey all laws pertaining to the organization and act in furtherance of the organization's charitable purposes. The Minnesota Attorney General has published an eight page booklet on the Fiduciary Duties of Directors for nonprofit charitable corporations that can be viewed and downloaded at It is a quick read and I suggest all board members review it.

Update 1 - 2/3/2013: OMG! Just today Paul Orwig in his attempt to seek another term as president of Open Source Matters, Inc. made this outrageous statement (emphasis mine):

"In a March 2012 JCM interview, I was asked what are the top three goals I hoped to accomplish as OSM president. I said they were to support leadership structure changes to improve collaboration and productivity, establish a collaborative process with all leadership teams to set major project-wide goals, and improve OSM’s openness and transparency. Good progress has been made on each of those goals over the past year, and progress continues now in 2013."

Anyone who has followed these blogs over the past 14 months or so would earnestly question that any serious attempt has been made to improve openness and transparency. Yet watch all of the current board members give his proposal a +1 for renew like the good little sheep they are.


Update 2 - 2/5/2013: Predictably, Alice Grevet has pleaded for one more year as Secretary of OSM. Also Jacques Rentzke has echoed the previous two pleaders for an extension of his term.

All of them wish to assure that they will continue their fine work and see it completed. Let's see, Paul who was Treasurer and who started ensuring that financial reports were no longer published and oversaw the continued withdrawal of transparency and openness in his term as President wishes to continue his fine work of improving openness and transparency. Jacques who had two terms at Secretary where he was frequently the voice of OSM in J!People and the forums and worked hard to misinterpret the existing OSM bylaws relating to publishing minutes and financial reports as well as demanding the motives of those that would dare question the activities of the board has now completed an additional year as Vice-President where he has been shepherding the more then three year effort at modifying the trademark policy wants another year on the board (as Vice-President maybe) to complete the work on trademark policy. Personally, I believe Jacques has already served two years too many. Paul has served one year too many. Alice who runs hot and cold in her ability to support open communication should get one more year to attempt to get communication and openness right - preferably without the interference of either Jacques or Paul.

So far, Paul has received 6  votes, Alice 6 and Jacques 5. None of the pleaders have voted for their fellow pleaders so far. I believe there are 14 board members (hard to tell since they haven't published a full current roster). A simple majority would constitute 8 votes. So, this popularity contest is supposed to influence the Community Oversight Committee (CoC). Note. however, that it is the CoC that decides this issue. In the past they have rubber stamped this request. It's time the CoC stepped up to ensure OSM operated transparently!


Update 3 - 2/11/2013: Well, well, well. Looks like OSM can be a little bit embarrassed by its failures. Sometime in the past few days OSM quietly made some changes to their website. In the listing of board members, they have removed those members who are no longer on the board. However, they still haven't added all of the members who are currently on the board.

In the unaudited financial reports section, they have removed this language: "Unaudited Financial Reports: The following unaudited reports will be available at this location, and updated monthly." If you hadn't been keeping up with the continued erosion of transparency from OSM in the last two years, the language that was removed should certainly convince you of their intentions. OSM also added a 2012 report of Budget versus Actual plus two January 2013 reports - P&L and Balance sheet. Since we only got one set of financial reports in all of 2012, I wonder if this signals the only set we will see in 2013?

In the Federal filings section, we finally see the 2011 IRS 1120 as well as the NY State Charities Bureau 990 and CHAR500. It is interesting to note the latter reports were due by November 15th and the Charities Bureau is very prompt about putting them up on their website. They are still not available on that website. Wonder what that means?

Finally, OSM has corrected the link to the Charities Bureau registry search though they could have set-up the search first and then posted that link to take you right to OSM's section.

 For now, however, the board's performance has pretty much been:

 epic failure

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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

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0 # Anon 2013-02-02 14:42
They couldn't make filing deadlines because they have all been in Cancun discussing jwc.

Which begs the question: where is all of the income actually going?
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0 # David Huelsmann 2013-02-02 15:04
Excuse me :eek: You mean they were just in warm California at jwc in December and to discuss how well it went they had to go to warm Cancun? Whatever happened to virtual communication? :P
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0 # Andrew Eddie 2013-02-05 23:01
Are you a religious person Dave?
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0 # David Huelsmann 2013-02-06 09:21
Welcome back Andrew.

Strange question under the circumstance. Why would you wish to know? And, are you speaking about faith or are you speaking about the ritual?
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0 # Andrew Eddie 2013-02-06 15:50
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0 # David Huelsmann 2013-02-06 19:07
Though you didn't answer the WHY question - Yes
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0 # Andrew Eddie 2013-02-07 16:59
I'm getting to the why. You ascribe to Biblical values then, or some other world view?
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0 # David Huelsmann 2013-02-07 21:03
With a few reservations - Yes.
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