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OSM Says: SURPRISE!

21 Nov 2013
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No minutes for October have surfaced. It appears OSM held a board meeting at a summit in Boston, Massachusetts, USA, on November 6, 2013. Of course, no minutes for that meeting have surfaced either. However, the Board found time to notify the public that it had made "Short Term Changes to OSM Bylaws". If you haven't taken the time to read the changes, YOU SHOULD! You should because it dramatically changes how board members will be elected in the future assuming the Board retains the majority of these changes for the long term version of the bylaws! Article 3 of the bylaws now permits any "contributor" to be a member. In real terms it states:

3.3. ADMISSION TO MEMBERSHIP.

Applicants qualified under Section 3.1 above, shall be admitted to membership will be determined on a case by case basis, at the sole discretion of the Board and/or Membership Committee. Any "contributor" to Open Source Matters who is supportive of this corporation's purposes and is not otherwise prohibited by any contract, law or regulation from abiding by the terms of these by-laws shall be eligible for membership. A "contributor" shall be any individual who has contributed to improving Open Source Matters and its projects in any form.

Note that it further states that a membership roll will be kept with name, address, and email address as well as a record of termination of membership. It also states that while this membership roll is a public record, it won't be available to third parties. Interesting dichotomy there!

I won't go through all of the additional changes but you better believe the board made sure that any member is subject to a number of restrictions on their behavior as it relates to the Joomla project and are subject upon unanimous vote of all "disinterested Directors" for removal or suspension. Now, I wonder where you find "disinterested Directors" at OSM?

If you survive the loyalty test (and I assume, I would not even get to first base!), then you would get to vote on whether a nominated Director would be elected at a general annual membership meeting. Of course, you don't seem to get to nominate a director so you will really just be rubber stamping whatever slate of directors the board proposes. But, hey, that's better than no input at all, right? Right?

Next, view this interesting arrangement the Board has devised for themselves:

3.7. QUORUM AND VOTING.

Each voting member in good standing shall have one vote at any meeting of the Members. A quorum shall consist of a majority of the total voting Members, present either in person or by proxy. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the Members.

Contrast the above with what you see here:

7. ARTICLE VII - AMENDMENTS

These by-laws may be amended or new by-laws adopted upon the affirmative vote of a majority of the Directors at any regular or special meeting of the Directors. The notice of the meeting shall set forth a summary of the proposed amendments.

 See any requirement for a quorum? I don't. So if four directors out of eleven show up at a meeting, according to the above, they can modify the bylaws. Looks like more hinkey behavior by Open Source Matters, Inc., doesn't it? 

Update: November, 22, 2013

The Board continues it's hinky practices! After this blog was published yesterday, an additional release was made by Alice Grevet titled "OSM Transitions Update" in which she stated "At its summit meeting in Boston on November 6, 2013, the directors of the Board of Open Source Matters, Inc., admitted two candidates as members of the organization and directors of the board: Victor Drover and Joe Sonne. Victor joined the board in August as our preferred candidate for Treasurer. His election to the officer role of Treasurer was dependent on  recent Bylaws changes, which were voted on earlier that day. Following the bylaws vote and Vic's admission as member and director, in a second motion, the directors appointed Vic to the position of Treasurer." If you check the link to the August Board meeting, you will find no motion of the board making Vic Drover a board member. If you check the September Board meeting, you will find the following: 

"New Board Member Election: the board of Open Source Matters voted for Victor (Vic) Drover as our preferred candidate for a new board director. It is the intention of the board to also elect Vic as our new Treasurer in the coming weeks.
Candidate deliberation took place via conference calls and the email list. Victor Drover carried the majority vote."

There is a BIG difference between being voted the "preferred candidate" for a new board director and actually being elected as a board director. So apparantly recognizing their mistake, the board elected him a board member on November 6, 2013.

Now, going to the October 29, 2013 Board minutes which were also just released after this blog was published, we find the un-elected Vic Drover seconding a motion to approve minutes of the September Board meeting he presumably wasn't even present at. Oh, by the way, the October minutes don't list him as attending that meeting either. Vic goes on to make a recommendation concerning the handling of Pay Pal funds and manages to get approved for $2,120 to attend the JDay Hungary event. Pretty good for a person who appears not even to be there!

This Board cannot seem to get their act together. Given the Bylaw changes they just enacted and the shenanigans they went through with Vic Drover, I personally wouldn't rest my hopes on the Joomla project with this group. Note that responsibility for these egregious mistakes lie not only with each Board member but particularly with Paul Orwig, OSM President. Thank goodness most Board members are not devs!

 

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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.

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