RE: Call for OSM Board Nominations - Feb 7, 2014

[AmyStephen]

@Paul - I want to thank you for your work as president of OSM. I've known you a long time now and there are few who have worked as hard to be inclusive and welcoming.

[NivF007]

[OSM-Public] Annual Members Meeting + Regular Annual Meeting of the Directors

The Board of Open Source Matters, Inc. will hold its Annual Members Meeting on Tuesday, April 8 at 11:00 EST on Skype.

The purpose of this meeting is for the Members to vote to elect new and renewing Directors. Members are the current active board of OSM, any new Directors added between now and April 8th, and Jacques Rentzke (former OSM board Director who remains a Member at this time).

In accordance with Article 4.7 of the OSM By-laws, a Regular Annual Meeting of the Directors will immediately follow the Annual Meeting, for the election of officers of the board.

Best regards,

--
Alice Grevet
Secretary
Open Source Matters, Inc.

First of all, thanks for the announcement.

Could I politely ask for a couple points of clarification?

1) It appears from this announcement that the 'pre-election' for incumbent directors has now been dropped in favour for one election for all candidates (something I would certainly support), but now 'new' directors might be added before the actual AGM on April 8, at which time yet another election of OSM Directors will take place.

Please forgive the confusion if this indeed not the case - however, the announcement appears to imply this, contrary to original announcement (i.e. see the very first post and response of Paul Orwig on this topic). Can somebody from OSM please clarify?

2) What are the specific reasons for the exception being made for Mr. Jacques Rentzke (i.e. a non-active Board Director being permitted to vote while others are not)? What clarification can OSM provide on this?

Much appreciated!

Niv

[dhuelsmann]

Without posting of the minutes the Joomla! community is pretty much at sea. Legally, only two members of the board are also members who are able to vote for new board members according to the minutes we have available. So until we can review the minutes that have not been published to determine whether that oversight has been corrected, I and I assume others would have questions as to the legality of further actions of the board.

Would you be so kind as to see that those minutes are published?

Thank you

[NivF007]

Legally, only two members of the board are also members who are able to vote for new board members according to the minutes we have available.

My understanding, on reading the by-laws, is that the current OSM Board Directors (those that have been 'duly' elected) are at liberty to admit members by Board resolution (i.e. there is no 'Membership Committee' as of yet, so this would be the only way to admit members OSM at the current time).

Board resolutions are required to be reflected in the minutes, so if the minutes are to be made public, then we should be able to review the minutes to determine who are OSM Members (i.e. who has voting rights).

This is also holds true, at law, for any nominee that's been subject to a Board vote and not voted in either as a member or director, as all resolutions, by law, are required to be recorded in the minutes.

It would therefore be very helpful if OSM could get current with the minutes and publish those.

I know everybody is doing their best - but without the minutes, for the reasons stated above, the requisite clarity and transparency as to the reasons behind OSM election decisions, membership admittance, at least so far as the Board has been making resolutions - is not there - and as a very interested member of the community, I'm having trouble following what and why the OSM is conducting elections in the current fashion.

As point for further clarification, esp. since so many have expressed concerns that some current OSM Directors have not been duly elected (personally I don't know one way or another), would it be possible also to provide the date and method of election for each sitting director? (i.e. this should be included in the minutes, in any case, but a short itemized break-down would be helpful).

This would be a great help to resolve any concerns that OSM Directors are not conducting itself lawfully as some are suggesting.

Then there is the new question about the exception for Mr. Jacques Rentzke as the sole person being permitted to be a voting member while he his a non-Director also raises questions, and I say this without criticism (perhaps Mr. Rentzke has made some special contributions - we just don't know) - but I don't see any info that would give us some insight as to why this exception is being made - it just seems to me to be very strange.

I'm suggesting that we get these questions and issues clearly and definitively resolved, with maximum transparency, so that we can move on from these concerns.

Best,

Niv

[JacquesR]

Niv, I'll answer your second question, since it's about me.

This is the history to the then-current board Directors becoming the first Members of Open Source Matters:
http://opensourcematters.org/news/214-s ... ylaws.html
http://opensourcematters.org/news/210-o ... anges.html

Subsequent to that date, the then-current Directors were again confirmed as Members.

Since my term as Director of the Board ended earlier this year, I'm currently the only Member of OSM who's not also a Director of the Board.
(so no special arrangement)

---
Jacques

[dhuelsmann]

@JacquesR:

There is a big difference between being qualified and to actually becoming members.

"We also agree that all current Directors will be qualified to become members."

So, at what board meeting did this happen?

Subsequent to that date, the then-current Directors were again confirmed as Members.

And, once again the minutes would be useful for the Joomla! community to review. After all, a continued stance of "Trust me, I am/was an OSM board member" loses it's cachet when words and actions are at odds.

Edit: Well, I see that the minutes have been published sometime early this am through the end of last year. Can we see January and February for 2014 at least?

[NivF007]

@JacquesR,

The 2 links that you've provided are very informative - they help explain the evolution of where OSM was and how we got here today. Thanks for providing those - certainly helps with gaining some clarity.

I've also found, according to the by-laws

3.9.2.1. The term of each member shall expire following the election of directors at the next annual meeting of the members. All former members are eligible to be chosen for a new member term.

So we have 'begin date' and 'end date' for current OSM Members.

Good luck with AGM!

Niv

[masterchief]

Dave, how about you stop changing your signature back to promoting your hate site and follow that simple rule (if someone can tell me what host it is, I'm more than happy to report it). Show some common decency for once in your life.

[masterchief]

So, just on the minutes, and I do think it's a problem they are late (I'm just not inclined to make it my life mission to discredit OSM over it like *some* people do - please get them out on time if for no other reason than to stop you-know-who complaining about it), it would be good if the Treasurer could include a brief statement on how we are tracking against the budget to the best of their knowledge. Account balances don't really tell much of a story about how the ins and outs are affecting them.

Thanks in advance.

[dhuelsmann]

Dave, how about you stop changing your signature back to promoting your hate site and follow that simple rule (if someone can tell me what host it is, I'm more than happy to report it). Show some common decency for once in your life.

How disappointing. I expected much better from you Andrew.

So, just on the minutes, and I do think it's a problem they are late (I'm just not inclined to make it my life mission to discredit OSM over it like *some* people do - please get them out on time if for no other reason than to stop you-know-who complaining about it), it would be good if the Treasurer could include a brief statement on how we are tracking against the budget to the best of their knowledge. Account balances don't really tell much of a story about how the ins and outs are affecting them.

Exactly!

[masterchief]

How disappointing. I expected much better from you Andrew.

I doubt your disappointment rivals mine. I don't maintain a hate site.

Exactly!

Exactly what are you agreeing with?

[MarijkeS]

Just to reply on behalf of the Secretary job and duties:

We do apologize that meeting minutes are published late at this time.
As you can see November and December are posted now.
At this moment January is being voted on.

Please understand that besides processing the minutes, they need to be reviewed by the board Directors, currently we give them 48 hours review time, if there are no additional comments, remarks or modifications needed, a motion is processed to approve the meeting minutes. Motions in the email list can take up to 7 days (our bylaws indicate so) or as soon as a majority of Directors voted and a majority of the votes cast are in favor.

Besides the regular monthly board meetings we have had several more meetings in the months January up to today. In those meetings a number of additional motions have been made and voted on. We (Alice and me) are doing our best to process reports of these meetings and the motions made, get them approved and, as soon as they are, publish them. No need to explain we want to do this as correct as possible rather then rushing things.

At the same time the election process, which is as complicated for us as it is for you all, takes up a lot of our time. Understanding is one thing, processing it is another one. Believe me, there are no other persons in this community than us that are more eager to get this process done and over with and start working on better processes and improved governance.

So please bare with us, give us some space to get oxygen and the courtesy of your understanding, and it will be very much appreciated by us.

Thank you!

[NivF007]

Marijke,

Kudos to you for your patience and most diplomatic response, especially given the tone of some our comments.

My understanding is that there is no requirement publish the minutes - this is just something the OSM does to ensure transparency and accountability (which I applaud greatly).

I don't see that an apology is necessary.

Also, we are getting a little off-track from topic - nominations and elections.

Best of luck - I know this is a busy time and thankless job for OSM Directors.

N

[masterchief]

Thanks Marijke. That made everything fall into perspective (the penny drops as we say). There's probably a tool that could be built to lessen the manual burden, but that's a problem for another day I expect. I know some good software engineers if you need one though

[NivF007]

Hello All,

I have been following this thread with great interest.

I am someone who was nominated by a respected colleague this month to serve on the OSM Board and would do it if called to action. I believe that if someone is willing to be nominated and wants to serve, then it would only be natural for the community to know who these people are. It is important for the people in the community to know who we are, what we do, and how we would lead. This would build confidence in the process.

It is important for the those on the Board to elect people based on the "whole picture". Not just the perceptions of a few, or if the individual has been critical of OSM at some time in the past. I sincerely hope that it is an unbiased, objective process, so that we can have leaders who are ready for current reality and can make changes accordingly.

This thread, and the concerns shared here, have been talked about for quite a while. What I have been hearing loud and clear is that people see this as an opportunity for change. Many people do not want to wait till 2015 for that change, but I believe that is our only option right now.

I for one will be patient with the OSM Board and the changes that are being proposed and expressed. I hope that we can continue this dialogue in a more effective manner. It is time for a new paradigm for Joomla, and I believe it is already underway in many areas. This new paradigm includes the Framework, CMS, Open Source community relations, etc.. We have a true opportunity here that will be lost if we cannot find the leaders to take us to the next level. There is room for all of us, so I challenge you all to be part of the solution.

While I would like to congratulate and express best wishes to those now serving as OSM Directors, your response, made while running as a candidate for the Board, gave me hope that some positive changes might be forthcoming - I am therefore deeply disappointed that you were not elected to the Board.

I would like to politely and respectfully ask that new OSM Directors make it a priority to work towards honoring the spirit and intent of OSM's current by-laws in the way that OSM elections ought to be conducted.

An eligible member to OSM with voting rights, is defined as

A "contributor" shall be any individual who has contributed to improving Open Source Matters and its projects in any form.

Please, get to business of admitting those persons to OSM without further undue delays, and giving the 'contributors' a say in whom is permitted to serve their interests on the OSM Board.

Wishing you the best and that your service on OSM may be a rewarding experience.

I'd also like to express appreciation and gratitude to all OSM Directors (past and present) for their service.

Niv