[IAEP] [SLOBS] July Meeting of the Board

[Adam Holt]

On Sat, Jul 2, 2016 at 5:00 AM, Tony Anderson <tony_anderson at usa.net> wrote:

> I agree that the July meeting was much more effective. Motions were made,
> seconded, discussed and voted yea-nay in an orderly way. I hope this allays
> Dave Crossland and other member's mistrust of the Board.
>
> On 1 July 2016 at 07:06, Tony Anderson <tony_anderson at usa.net> <tony_anderson at usa.net> wrote:
>
> We got it. In the future, we will take greater care to cross-post votes by
> email (hopefully rare since the meeting itself is public).
>
> I've heard that before, and this seems proven sure to fail. But I
> don't think I can make the case for improving the boards procedure any
> more strongly.
>
>
> However, I was struck by the total failure of the Board to address the
> business of Sugar Labs.
>
> In summary, more than a Finance Manager, we need a budget. More than
> defining a Finance Manager position, we need one (note the position has
> been available to be filled since before I joined the Board). We need
> reporting on Sugar Labs business at the meeting (money, translation
> community, ongoing projects such as GSOC, and so on).
>
>
>
>
>
> *Monthly Reports Translation Community Manager * In the April meeting,
> the Board appointed Chris Leonard as Translation Community Manager. Adam
> Holt modified the job description from this:
>
> Report monthly to the Sugar Labs Oversight Board and to the community on
> the status of the translations program.
>
> to this:
>
>
>    - Report monthly to the Sugar Labs Oversight Board and to the
>    community and to the public on the status of the translations program,
>    preferably by blogging informally (blog posts can be any length) to
>    http://planet.sugarlabs.org using plain language that is
>    understandable to almost all.
>    - Report every 4 months on tactical/strategic/financial choices;
>    reports can be of any length and should be posted/archived together to a
>    unique URL (linked from
>    <http://wiki.sugarlabs.org/go/Translation-Community_Manager>
>    http://wiki.sugarlabs.org/go/Translation-Community_Manager) one month
>    prior to the completion of each 4-month cycle, mentioning:
>       - What actually happened over current 4-month cycle and/or since
>       the last report, including community/financial summaries (absolutely fine
>       and no shame at all if actions were different from prior cycle's
>       projections: we learn by doing or we don't learn at all!)
>       - What can and should happen over the coming 4-month cycle?
>       Community workflows are never 100% rational: how do we tactically nurture
>       continuous improvement?
>       - Long-term strategic/impact recommendations on an annual basis. Or
>       optionally more often, if he/she is so inclined.
>
>
> He apparently was concerned that the Board be informed of the current
> status of the translations program.
>
> However, there was no such report for the May meeting, the June meeting or
> the July meeting. Presumably, the August meeting will see our first report
> -  the 4 months report.
>

Yes, Chris Leonard asks that we all keep posted, as he will be sharing news
shortly, see http://lists.sugarlabs.org/archive/iaep/2016-July/018901.html

In May the Board approved the Yoruba I18n Project committing $4000 from the
> TripAdvisor Grant. The motion included:
>
> Milestone 1 - The initial payment of $350 USD will cover startup costs
> (internet connection fees, localizer recruitment/training, etc.).
> Payment is to be made upon successful completion of contractual
> arrangements with fiscal sponsor (SFC).
>
> No report was made on the progress of this project in either the June or
> July meetings. As a Board member, I have no idea whether this milestone has
> been met.
>

My understanding is that SFConservancy and Samson Goddy are close to
completing Milestone 1, based on signed contracts articulating the full
3-milestone agreement beginning July 1 2016 for a duration of 1-year
maximum, but that Milestone 1's financial transaction is still being worked
out since Samson is not yet 18 years old.  And as such an older friend of
Samson's and his mother are signing documents to legally vouch for all
finances until Samson's 18th birthday which occurs later this year.

Samson and Chris can share many more details in coming weeks.

*Finance Manager*
>
> At this July meeting, the Board passed a motion regarding a Finance
> Manager. My concerns here are both procedural and substantive.
> It turned out that the motion moved by the Chair was one proposed by email
> from Adam Holt at 8pm UTC on July 1, one-hour before the meeting.
> It has substantial differences from the version made available to the
> Board by Caryl Bigenho on June 30. According to the log of the meeting, the
> text was shown at 19:21 and the motion was approved at 19:31. In those ten
> minutes, the discussion showed that members of the Board had substantial
> reservations but voted in favor essentially to get it off the table (never
> a good reason for action).
>

Respectfully, nitpicking over one sentence's wording (simply clarifying for
all SFConservancy's best-effort current norms to pay within (about) 30 days
of SFC receiving any approved disbursement) is not a case of substantial
reservations.  5 of 7 voted in favor after almost 5 months of debate we now
have a concise decision, with the support of Dave Crossland on this
sentence, who contributed to evolving many of these "procedural clarity"
ideas here over the course of this spring as this came together.
Articulating SFC's sincere procedural NET-30 best efforts is a good thing
IMHO, to outline real-world process and real-world expectations for all.

Yes if the sky falls, and Sugar Labs later abandons its SFC
legal/accounting team (extraordinarily unlikely) for another 501c3
non-profit umbrella, there'd be myriad bylaw/decision amendments &
clarifications needed at http://wiki.sugarlabs.org/go/Sugar_Labs/Governance
and http://wiki.sugarlabs.org/go/Oversight_Board/Decisions far beyond
(important) expectation setting around SFC's current NET-30.  But
personally I don't take such hypotheticals very seriously :>

Note: this meeting did not have a report on our finances - unless you want
> to count Adam's report (see following).
>
> *Adam's report on Sugar Labs finances:*
>
> On the substantive side, Adam offered his model of a Financial Manager's
> report. [I hope we can improve on this model.]
>
> This report shows a balance (July 1, 2016) of $ -83,198.92. It is shown as
> a liability since the reporting is from SFC's perspective.
>
> It then has a section labeled: UNPAID INVOICES as of 1 JULY 2016.
>
> This section has six items, two for accounts receivable and four for
> accounts payable. It is not clear which, if any, of these represents an
> unpaid invoice.
>

I believe all 2 + 4 = 6 are unpaid invoices, precisely as stated in that
paragraph under "UNPAID INVOICES as of 1 JULY 2016" :
http://lists.sugarlabs.org/archive/iaep/2016-July/018902.html

But if you are you saying there is an error, LMK any specific errors so I
can investigate.

The next, very long section, is labeled: INCOME/EXPENSES BY PROGRAM
> ACTIVITY as of 1 JULY 2016:
>
> This seems to be a list of transactions recorded by SFC back to 2012 (I
> assume from when SL entered into a relationship with it). It includes both
> expenses and income items. The list is separated into two program
> activities: Sugar and the TripAdvisor grant. It shows a total of 29
> transactions by Sugar since 2012 plus 5 for the TripAdvisor Grant.
>
> Consider how this compares with what we need as a Board:
>
> 1. What is our current balance (general and TripAdvisor grant)?
>

There are no separate balances for Gould grant, Trip Advisor grant, etc
according to SFConservancy Exec Director Karen Sandler, as was much
discussed earlier this year.  It is also true that Sugar Labs has not spent
down the Gould grant or the Trip Advisor grant, within the mandated time
period stated by both grants.  Still, even at this late date (after both
grants were supposed to have been spent down) it would of course be very
wise and respectful to consider the broad and general wishes of the
original donors.

While the funds themselves are fungible, in the hands of Sugar Labs
Oversight Board, according to Karen Sandler.


> 2. What is our fiscal year? What is our 2016 fiscal year budget?
>

Fiscal year is March 1st 2016 until February 28th 2017; see @
http://wiki.sugarlabs.org/go/Finance


> When was that budget considered and approved by the Board?
>

You're quite correct a budget would be wonderful.  SFConservancy's
leadership Karen Sandler and Bradley Kuhn reiterate this is what we should
strive for above all else, similar to the most successful of the ~40
non-profits they supervise.

3. What is our anticipated income (10% goes to SFC) for 2016. How much of
> that is expected from the approved fund-raising?
>

If the fundraising and marketing team(s)/committee(s) emerge, that'd be
absolutely wonderful; these are indeed questions they should drive forward.


> 4. What currently outstanding financial commitments have we made?
>     [AFIK, $8000 stipend to the Translations Community Manager (8 months
> @$1000 per month) + $4000 for the Yoruba I18n project].
>

Sounds roughly right, but can you consult with Walter in coming weeks about
upcoming Turtle Art trips to Nigeria in August and Paraguay in October for
projected budgets there too?

SEE: http://meeting.sugarlabs.org/sugar-meeting/2016-07-01#i_2874795


> 5. Each month,  we need to know the beginning balance, income received,
> payments made, ending balance. Even with our low-level of financial
> activity,
>     quarterly is not often enough.
>

Personally I could not disagree more, having approached SFConservancy's
founder and de facto CFO Bradley Kuhn on this matter specifically (asking
him many questions about what pace of financial reporting is most effective
among the ~40 non-profits he supervises) and he reiterates that an annual
budget is the real underlying issue we need to be addressing, rather than
getting distracted micromanaging weekly/monthly financials, even if that
were in fact possible.  SFC Exec Director Karen Sandler also strongly
agrees.

Whereas penny-wise and pound-foolish pursuits over what pennies were spent
last weeks are almost the very definition of counter-productive.
Particularly as all financial transactions are generally processed and
recorded Many Weeks/Months Later, such that monthly reporting (*) would at
this stage be a meaningless Fool's Errand and complete waste of our
organizational bandwidth.  Regardless whether there are 10 transactions per
month or 1.  There is a reasoned financial professionals use quarterly
reporting!

(*) even if it were practical there's the separate question of if we could
afford it.  In general we could use far more honesty here on the very real
cost of quality accounting/legal professionals outside of our own areas of
professional expertise.

In conclusion, going from no public financials at all for across 2012 to
2016 (very regrettably even board members like myself had little to no
access to financial info during those 4 years, at least now we have
http://wiki.sugarlabs.org/go/Finance) is a bigger step than you might
imagine, and we should not casually underestimate how much work has gone
into getting us thus far.  (How many more $7 Million Benghazi Committees
did you say we need, to further bureaucratize what's left of our OLPC/Sugar
Dream?  ;-)

6. Normally organizations have a payment policy [net 30]. What is our
> policy?
>

We rely on SFConservancy's norms and policies here.  My understanding is
that many/most approved payments are made within (about) 30 days of when
they are submitted to SFC.  But never having been paid or reimbursed I of
course can't say for sure, so others may have better info :)

*Fund Raising Motion*
>
> This motion was in the agenda proposed by Walter on June 30. The agenda
> says the action was proposed on May 22. Naturally, I was surprised that it
> was included in the agenda since in the meantime the discussion (a better
> idea) had moved on. None of the original proposers had indicated an
> interest in having it considered by the Board (as Caryl Bigenho did with
> the Finance Manager action).
>
> At root, the motion is meaningless. Board action is not required to make a
> request for donation from members. The motion does not address any of the
> normal questions: who will make the request, how and where will the request
> be made, when will the request be made. why (to fulfill what need) will the
> request be made. Why limit donations to members? How will donations be made
> (currently by check mailed to SFC)?
>

Good questions for the fundraising team/committee that seems to be
emerging.  Sounds like Tony you might be able to contribute to that
team/committee?  Even if that larger Campaign Ask is not yet defined, as
Sameer and Sean have articulated would be infinitely better!

The motion includes 'The donation requested will be $12 USD from members
> who self-identify as low-income (such as students);' I believe this is
> totally inappropriate.
> Who does the donor of $12 'self-identify' to and what is the 'means test'?
> Who decides if the 'means test' is acceptable?  If a member chooses not
> to donate at the recommended level, no justification is needed. Obviously,
> any contribution will be welcome.
>
> Is a donation of $36 adequate to meet the financial needs of Sugar Labs?
> Is there a basis for this number or is it just plucked out of the air?
>
> If someone chooses to donate more than the recommended amount, why these
> strange benefits? Why not have a donor or patron or sustaining member
> level? Naturally, we could encourage donations by 'partners or sponsors'.
>

Really great questions, important tough questions that I hope you can work
with the Fundraising Committee/Team on?  Whatever is decided by the
emerging Fundraising "Committeam" we hope, with Sameer and others' input en
route?  With a caution from SFConservancy's Chief Counsel Tony Sebro, who
strongly warns us that IRS 501(c)3 law requires that annual dues (or
suggesting donations, or any donations) cannot offer tangible benefits.
(If any significant tangible benefits are offered, these can no longer be
tax-deductible donations under US law.)

The Board is getting its act together, but there is still a ways to go.
>

<joke> Just don't forget to budget and keep all your receipts for the free
beer during our in-person annual board meeting in Tony's Poland/Carolinas
camper, to get out of this tone-deaf accusatory cesspool of irc and mailing
lists, so we actually begin to look each other in the eye as actual human
beings instead :-) </joke>

<no joke> Sincerely It Can Happen, One Day !! </no joke>

--
Unsung Heroes of OLPC, interviewed live @ http://unleashkids.org
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