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!
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:
I spent several weeks in the Caribbean towards the end of February and the beginning of March. Temperatures were in the 80's and I missed several snowfalls at home. While at in Philipsburg, St. Maarten we had a great opportunity to crew a 12 meter racing yacht and re-create the America's Cup regatta. Dennis Conner's America's Cup winning Stars & Stripes, Canada II and True North compete in this regatta. "Crew members" (about 11 of us and three regular crew) grind a winch… trim a sail… or punch a stop watch for the approximately three hours that the race takes. If you have never been sailing in a 12 meter racing yacht, this is definitely one of the BEST experiences ever. It is also a great life experience about cooperation and communication in business and life in general. You can't decide suddenly not to participate nor can you fail to communicate to the winch grinders or boom winch operator. By the way, I was in True North and came in second - Stars & Stripes first - Canada II third.
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.
For the past two plus years transparency at OSM has been mentioned in passing but unfortunately missing in reality!
In several other areas of Joomla! leadership, we continue to see schedules and promises but nothing ever seems to materialize. Though there has been some action to note - there seems to have been a very strong effort to reduce the expenses paid to OSM's trademark attorneys (Whiteford, Taylor & Preston, L.L.P.) over the last several years as I noted in the blog OSM - A Poor Performing Board of Directors. In 2009, the legal fees were $149,252.57. Based on the 2010 OSM 990 filing on December 14, 2011, legal fees were $84,411. For 2011, legal fees through October, 2011 were $12,194.99 (unfortunately, current financial information hasn't been made available in some time). A very significant decline. Let's see what is going on now with Trademark activity: