Leaks, Drips, and Spills

OSM: New Board - Same Failures

15 Jul 2014
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I don't get it! We now have the largest Opens Source Matters, Inc. board we have ever had. They have no oversight. And, they fail in the same ways as the old board but in some areas they fail even more spectacularly! All of the board's have repeatedly touted how they were going to improve transparency and all of them have failed miserably. This board essentially elected themselves on April 8, 2014. See the annual general meeting of the members as well as the regular annual meeting of the directors. Kind of ironic for that last meeting. It has been anything but regular. In fact, even though required by the OSM bylaws and by the State of New York's regulations, I believe this is the first one ever held in the history of OSM!

 It is now July 15, 2014. The last published minutes were on April 8, 2014. So we are missing May and June at the very least. All we get are excuses or stonewalling when we bring this up either here or on the OSM forum page at Sometimes we get threatened on that very forum for just trying to get information. Come on guys, we expect that the minutes will be published for a meeting soon after (a few days) the next meeting. That's at least 30 days or more to put it together.

Mid-July 2014 and the last set of financials available were September, 2013. In two more months, we will have gone a year without published financials. I consider that completely unacceptable. The Treasurer must report to the board each month. It's a no brainer to generate the reports which I am sure Victor Drover is doing. The OSM bylaws require publication if they are created.

8. ARTICLE VIII - PUBLIC OVERSIGHT. To the extent the corporation creates any of the following documents, it will, within a reasonable period of time, publish such documents for public review: annual reports on the state of the organization and plans for the coming year, minutes of Annual General Meeting, minutes from all meetings of the Board of Directors, financial reports pertaining to periods of 3 months or more, tax filings, reports of audit results. Nothing in this provision will be construed to require the corporation to create any of the mentioned documents.

Come on OSM board - Get your act together. Treat people respectfully when they ask for information. Acknowledge your failures and work to correct them.

Update: 7/26/2014

Sometime early this am or late yesterday pm, OSM posted minutes for three board meetings since the last meeting held April 8, 2014. The delay is some 3 months and 17-18 days depending upon when the minutes were posted. That really is unacceptable performance. The minutes start to reveal some interesting data. For instance from the May 15, 2014 Treasurer's report: Taxes have been filed and completed. Work on the new chart of accounts is started last week. Goal is to have everything categorized for JandBeyond, so that reports can be shown at the leadership summit. Monthly reportings will be set up once this has all been organized. (My highlighting). The conclusion that can be drawn is that no monthly reports have been provided to the board since Victor Drover became Treasurer August 29, 2013. As fiduciaries, OSM board members are failing in one of their basic responsibilities: One of the main responsibilities of board members is to maintain financial accountability of their organization. Board members act as trustees of the organization’s assets and must exercise due diligence to oversee that the organization is well-managed and that its financial situation remains sound. You cannot maintain that responsibility if you don't get financial reports to review. Such a failing would preclude the organization providing D&O insurance for OSM to cover the board members who fail to exercise their responsibilities. From the May 28, 2014 board meeting, the Treasurer reported: Profit & Loss report and Budget vs Actual report will be presented during the meeting of the entire leadership the next day. This confirms the failure of the Treasurer to provide necessary financial reports to the board and the board's failure to demand such reports. While not proven as a fact, it looks like such reports have not been provided to the board since September of 2013. That's seven months of failure on the part of both the Treasurer and the OSM board. Now that those reports have finally been generated, they still have not been provided to the Joomla! community for review as required in OSM's bylaws.

In the June 26, 2014 OSM board minutes, there is an interesting comment towards the end of the minutes: Leadership summit follow up An in camera discussion about the structure discussed at the leadership summit took place. In other words, the board discussed something concerning structure during their board meeting that they do not want the Joomla community to know about. Not unusual for this board to keep secrets!


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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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