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!
Twenty-two years ago John Gray, Ph.D wrote the highly popular (his books have sold over 50 million copies in 50 languages) "Men Are From Mars, Women Are From Venus". This book is equivalent to an "Idiot's Guide to Listening, Respect, and Communication, with Easy-to-Remember Examples." One wonders if he should also write a book about the failed relationships between open source communities and distanced board members - and no, I am not speaking of gender communication differences. We in the community could use a board who can listen, show respect when questioned, and communicate freely. We certainly are not getting that now. I thought we would see more of an effort from this newly crowned board to communicate and be more transparent.
I continually question why the minutes of the board meetings are not completed in a timely manner and made available to the Joomla Community. Got one of the excuses off of a forum thread that occurred . There are two excuses from Marijke about why the minutes are late. The first one is interesting because she says she doesn't have the primary job of posting minutes. You will find the second excuse sort of contradictory to the first. At least I did. The links are provided in the quotes.
If you question why the meeting minutes are sometimes late; well here is one reason. For me personal my first language is not English, and though I learned it at school and gained much knowledge and skills over the past years participating on our project and on the LT (yes, one of the areas I personally gained free education!) it still takes more time then you can imagine trying to understand all that is written, most challenging when it gets rhetorical, and answering takes even more time. Besides that there are a lot more tasks within OSM, the LT as a whole, the international community and the local community I come from. And next to that I try to have a life too!
We are talking about 4 months of minutes with a lot of issues surrounding the board's restructuring and voting arrangements. Presumably, even the board doesn't have the minutes to refer to - unfortunately that is the only legal document of their activity.
If you haven't taken the time to read the new and revised OSM Bylaws, you should start there before reading any further. Much of the additional discussions you will hear about and read center around these bylaws. Pay particular attention to ARTICLE III - MEMBERS & MEMBERSHIP. The revised Bylaws were apparently approved at the leadership summit held in Boston on Thursday, 21 November 2013. I said apparently approved because OSM has not seen fit to release the minutes of any November or December meeting held in 2013 no matter where the location. This is a perennial problem with minutes unpublished up to three months at a time. Kind of shameful performance actually. Once you have read the bylaws, you will then want to read the proposed election process that would take place at the Annual General Meeting of the Members of OSM. Carefully read the back and forth comments for the highlighted sections. It is interesting to note that Paul Orwig is having difficulty adhering to a democratic election process. It is also interesting to note that if the board of OSM doesn't explicitly vote themselves as members before their Annual Members Meeting, only two people will be electing the new OSM board! You might also remember if you have read other blogs by me, that the OSM board is required both by its own bylaws and by New York Charities Bureau regulation to hold an Annual Meeting. Check back through the minutes. Bet you don't find a single one declared. This could be a first!
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!
On August 6, 2013 Jacques Rentzke posted in the Google Joomla Leadership Team Group "At our last board meeting, the board voted for and approved the 2013 budget. We subsequently found out that there was an error that caused some of the totals to not be correct. (this was not Thomas' fault) This error was corrected, and we also adjusted the provision for tax to be closer to what it is likely to be." You might ask what the amount for taxes was adjusted to after eight months of not being able to get a budget out? It was $53,428. Then upon review of September 2013 Budget To Actual Report you would find the amount of taxes paid as $129,382. That is a 242% overage. Incompetence or Conspiracy?
As I mentioned in OSM - Leadership Circus? the budget that OSM finally approved was income at $652,578 and expenses at $860,642 for a budget deficit of $208,064 - 32% greater then income. Incompetence or Conspiracy?
Just today on the same Google Joomla Leadership Team Group there is a last minute discussion about a Joomla Event in Raleigh, NC on October 23-24, 2013 with a request to donate $1,750 to this apparently unbudgeted event. Victor Drover, who until this message hasn't been heard from since the OSM board decided they wanted him to be the new treasurer and who signs his message as Treasurer-Elect, Open Source Matters (funny no announcement from the board that they did elect him and no bio for him on the roster of board members), stated "The money is not the issue, but if we are sending people to man a booth, what is the plan?" Gee, the budget is not balanced and now they have added an additional $75,954 for a potential total of $284,018 over and above income and "The money is not the issue..."Incompetence or Conspiracy?
Nothing has changed at OSM - This poem sums up their actions (or lack) nicely.
With several overflowing boxes full
Mine, yours, everyone's it seems
They linger in these boxes
They linger in my mind
I know them all
Remember them all
I have millions of poisonous words,
Callous remarks, scalding observations
Floating haphazardly in my head
But no one asked me if I wanted this
Just to be clear
Yet they can't hear me when I say it
And so I'm doomed to fill these boxes
And while I'm pouring more terrible words in
More boxes must be made, piece by lonely piece
While my own dreadful secrets still remain
Though they yearn to flow out of my open mouth
Each and every single one
They'll wreck friendships,
No doubt about it
Those people, previously happy to have told me
Will be struck with fear and betrayal
But I will be unburdened
Alas, I know that it cannot be
These secrets will go to the grave with me
So I add another nail to my coffin
Sew my mouth shut with twine
Because I am the secret keeper
Until the day that I die
Finally after over promising and undelivering over and over again, Jacques Rentzke published some of the financial reports on or about September 22, 2013. This after promising on August 6, 2013 that " The OSM board is currently voting on the adjusted Budget for 2013 and that should be approved, and published within 7 days. Once the budget is approved, we will again also have the "Budget vs Actual" report available. (that would be useful for teams to track their spending against what was budgeted)." Based on the seven day commitment, we should have seen those reports somewhere around August 12 or so. Didn't happen. Then on August 20, 2013, Jacques stated "The board of Open Source Matters approved the adjusted 2013 budget, and I'll be posting it to our web site by the end of the week. (along with a Budget vs. Actuals - 2013 report)" . That commitment should have been fulfilled by August 23 or even the 25th. Didn't happen. So, when did some of the reports get published? According to Jacques Rentzke, he published them on September 22, 2013. So, some 41 days from his first promised posting of reports to the actual delivery of at least some reports. In the OSM world, failure to unapologetically follow up on your commitments either completely or partially seem to be the norm for the last several years. Even today, we haven't seen hide nor hair of minutes for June, July, or August. The September board meeting should have been completed by now, so there is really no excuse for failing to publish all of these minutes unless you are not doing your job or, worse yet, someone doesn't want timely release of information to the public. So, OSM who wants to be held out as the leaders of the Joomla Project and who recently had all oversight of their activities removed (not that the oversight was effective by any means) continues down the path of failing to lead in any sense of the word.
1. Adjective (of a person) Dishonest or suspect: "he knew the guy was hinky".
2. (of an object) Unreliable: "my brakes are a little hinky".
I really want to wash my hands of Open Source Matters, Inc. and their many failures to the Joomla! community - but, they keep persuing a strategy of secrecy - that's another way of saying they don't like being transparent much. Still sounds like secrecy to me.
So, what now? Some more of the same and then something different.
I hadn't planned on blogging again now that OSM is not overseen, can appoint its own board members and, in my opinion, is likely to go further downhill. But, as I have been pointing out all along, OSM's failure to be transparent is likely to result in some cover-ups that the community won't be aware of until it is too late to salvage the brand of Joomla. The failure to post monthly financial reports is one example of where things can go wrong quickly without, at least some public oversight. To my knowledge, the Audit Committee has never performed an audit so that only leaves the public to keep some eye on what is happening. For example, it is 5 months into the year and we have only seen the January financial reports. How much longer till we see another? Who knows?
Update May 22, 2013Looks like Thomas Hampton was stimulated to publish a few of the financial reports in the last few days since this blog was published. He managed a P&L statement but he only did it for the Month of April, 2013. He also managed a YTD Balance Sheet up to the end of April, 2013. Don't know why OSM doesn't feel the need to be more transparent by publishing not only current montthly period reports but also YTD reports and, oh, by the way, a YTD Budget versus Actual would be a useful report to see each month.
This blog will be short and sweet as I don't really want to go into another long haranguing blog spurt with this group again. But it is only appropriate that I let the community know what I discovered today. For some time I have been eying the New York Charities Bureau site wondering why they didn't post the 2011 CHAR500 and the 990 that OSM had obviously completed. After all they had a copy of the 2011 report posted on the OSM website. So, I figured they must be behind and waited and waited and checked and checked. Nothing. So, on May 12, 2013, I sent this email to the Charities Bureau not really expecting an answer: