[IAEP] [Sugar-devel] Motion: To appoint Volunteer Laura Vargas as Sugar Labs Financial Manager [was Re: [SLOBS] URGENT action needed]
James Cameron
quozl at laptop.org
Sun Sep 10 18:36:50 EDT 2017
Thanks Laura, but you've answered a different question; yes, the board
can appoint you, and the Conservancy has procedures to recognise and
care for a conflict of interest, but my comment and Caryl's comment
were about your own conflict of interest that then arises, because the
technical service is financial reporting to the oversight board of
which you are also a member.
Conservancy's conflict of interest policy has these sections;
"* A PLC Person (or his or her family member) is a party to a
contract, or involved in a transaction with Conservancy for goods or
services relating to his or her Project."
or
"* A PLC Person (or his or her family member) is engaged in a
substantial capacity or has a material financial interest in a
for-profit enterprise that competes with his or her Project."
Both would appear to apply to yourself.
(The second would certainly apply to me if I was on the oversight
board.)
As a result, should the motion pass, you're less useful to Sugar Labs
(in many ways) because you are conflicted; e.g. you are excluded from
establishing quorum in a board meeting.
"* *Conflicted Persons Cannot Establish Quorum.* A conflicted
PLC Person shall not be determining the presence of a quorum for purposes
of a vote on the matter where he or she has a conflict of interest."
Your increased usefulness as Financial Manager would not seem to cover
your reduced usefulness as a board member.
By the way, you have not yet complied with oversight board motion
2017-14, and it has been six days. Are you planning to do so soon?
The issues raised are time critical.
On Sat, Sep 09, 2017 at 06:28:39AM -0500, Laura Vargas wrote:
> James,
>
> If the board has the will to appoint me as Financial Manager they can.
>
> Conservancy's Conflict if interest Policy defines a clear procedure for the
> case:
>
> == Project Leadership Committees
> ...
> PLC wishes to recommend that Conservancy contract with a PLC Person
> to carry out the work, the following criteria must be met:
>
> ** *Suggested Compensation.* The PLC must provide Conservancy's
> Executive Director (or designee) with a suggested compensation (converted
> into an hourly wage) for the technical service contractor to be retained to
> fulfill the funded contract.
>
> ** *Independent Assessment of Credentials.* The PLC (or an unaffiliated
> PLC Person) must provide Conservancy's Executive Director (or designee)
> with a written assessment as to why the PLC Person is uniquely qualified
> to fulfill the funded contract.
>
> ** *Conservancy Retains Right to Request Competitive Bids.* PLCs
> acknowledge that Conservancy retains the right to ask for bids from
> technical service contractors in addition to PLC Person to fulfill a
> given contract. Should that instance arise, Conservancy's Executive Director
> (or designee)
> will consult with the PLC to select the candidate best suited to fulfill
> the contract within the budget allotted.
>
> * *Conservancy holds Sole Authority to Negotiate and Execute Contracts.*
> PLCs acknowledge that Conservancy holds sole authority
> to negotiate and execute contracts on behalf of Member Projects. In
> turn, Conservancy pledges to negotiate all contracts zealously, putting
> the best interests of the affected Member Project first. To avoid
> any conflicts, PLCs must not engage in any pre-negotiation with prospective
> technical service contractors -- including PLC Persons -- beyond
> collecting the terms of the technical service contractor(s)' bid.
>
> Regards
>
> Laura V
>
> 2017-09-08 21:52 GMT-05:00 James Cameron <[1]quozl at laptop.org>:
>
> Yes, this may introduce a conflict of interest.
>
> Laura may be unduly influenced by a secondary interest of stipend.
>
> Laura can defuse the conflict by either
>
> 1. absenting from any discussions that involve finance, and
> abstaining from any motions that involve finance, or
>
> 2. resigning from the oversight board.
>
> I don't think either are a good outcome for Sugar Labs.
>
> In other organisations where I am a board member, a board may cover
> some costs of a board member for attending to board matters, usually
> after the costs are incurred, and with independent verification of the
> amount of remuneration.
>
> Independence is lacking in this motion.
>
> On Sat, Sep 09, 2017 at 02:12:51AM +0000, Caryl Bigenho wrote:
> > Hello All...
> >
> > I came late to this discussion as we have been very busy the past few
> days and
> > I didn't check my email until this am.
> >
> > I wish to question the propriety of making the financial manager a paid
> > employee who is also serving on the board. This is quite out of the
> ordinary
> > and begs for a conflict of interest problem. This holds true for family
> members
> > of a board member (spouse, children, mothers etc.). This is not just
> coming
> > from me. A quick search turns up plenty of information:
> >
> > From Google:
> >
> > Can an employees of a non profit be on the board of directors?
> > It is not a good idea to have a paid staff member serve on the board and
> may
> > even be limited by your state's nonprofit laws. The chief reason staff
> members
> > do not usually sit on a nonprofit's board is the risk of a conflict of
> > interest. ... Staff may attend board meetings, especially the CEO or
> Executive
> > Director.Oct 25, 2016
> >
> > What state is SFC, our umbrella organization incorporated in? The state
> laws
> > may actually forbid paid staff and/or their spouses, children, etc. from
> > serving on the board. There are also some IRS complications that may
> come up.
> >
> > Sugar Labs is already paying SFC to do the books. It should not be a
> "job" to
> > collect their periodic report and share it with the Sugar Labs
> membership. In
> > the meantime, I understand the SLOBs have been granted access to the
> financial
> > information now on an ongoing basis, which should help clear up some of
> the
> > questions people have had.
> >
> > Other Sources
> >
> > [2]https://www.thebalance.com/
> > can-nonprofits-pay-board-members-or-appoint-paid-staff-2502271
> >
> > [3]https://nonprofitquarterly.org/wp-content/blogs.dir/56/files/2017/08/
> > Screenshot-2017-08-21-06.14.27.png
> >
> > [1][4]https://www.councilofnonprofits.org/tools-resources/
> > can-board-members-be-paid
> > [2] [3]Can board members be paid? | National
> Council of
> > [questions-answers-feature] Nonprofits
> > [5]www.councilofnonprofits.org
> > The vast, indeed overwhelming majority, of
> board
> > members of charitable nonprofits are unpaid
> > volunteer members of their boards of
> directors.
> > This is because of the ...
> > Caryl
> >
> > ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
> ━━━━━━━━━━━━━━━━━━━
> > From: IAEP <[6]iaep-bounces at lists.sugarlabs.org> on behalf of Laura
> Vargas
> > <[7]laura at somosazucar.org>
> > Sent: Friday, September 8, 2017 10:32:28 AM
> > To: Adam Holt; SLOBs
> > Cc: iaep; Sugar-dev Devel; Karen Sandler; OLPC para usuarios, docentes,
> > voluntarios y administradores
> > Subject: Re: [IAEP] Motion: To appoint Volunteer Laura Vargas as Sugar
> Labs
> > Financial Manager [was Re: [SLOBS] URGENT action needed]
> >
> > Adam,
> >
> > I'm OK if you are not willing to mentor me. I'll research and learn as
> well.
> >
> > I have published all the ledger commands here, that I know of to
> hopefully
> > get you started: [4] [8]http://lists.sugarlabs.org/archive/iaep/
> 2017-August/
> > 019935.html
> >
> >
> > PS a quarterly financial report makes Far More Sense that monthly
> voodoo /
> > feel-good economics, when most transactions are reported at highly
> > uncertain times many months after the fact.
> >
> > Yes. Approved MOTION 2017-13 Approves the Sugar Labs Financial Manager to
> have
> > a monthly stipend of US$ TBD in exchange for: 1 complete financial report
> per
> > quarter and it's publication on the Sugar Labs Finance Wiki page.
> >
> > 20 hours or anybody's time to repeatedly run the same numbers is an
> > extremely bad use of anybody's time in my opinion, particularly as
> there
> > are many months with no transactions at all.
> >
> > I estimated I would need to dedicate least 20 monthly hours, considering
> that:
> >
> > A) English is not my native language and I have to account time for
> translating
> > and rechecking.
> > B) Reports publication are due since February 2016 (1 year and 2 quarters
> to
> > catch up).
> > C) All financial procedures require to be debugged and properly published
> on
> > the SL wiki.
> >
> > Anyhow, if this is what you are requiring please feel free to modify up
> or down
> > the amount of the stipend so we can move on.
> >
> > Regards,
> >
> > --
> > Laura V.
> > I&D SomosAZUCAR.Org
> >
> > “Solo la tecnología libre nos hará libres.”
> > ~ L. Victoria
> >
> > Happy Learning!
> > #LearningByDoing
> > #Projects4good
> > #IDesignATSugarLabs
> > #WeCanDoBetter
> >
> > References:
> >
> > [1] [9]https://www.councilofnonprofits.org/tools-resources/
> can-board-members-be-paid
> > [2] [10]https://www.councilofnonprofits.org/tools-resources/
> can-board-members-be-paid
> > [3] [11]https://www.councilofnonprofits.org/tools-resources/
> can-board-members-be-paid
> > [4] [12]http://lists.sugarlabs.org/archive/iaep/2017-August/019935.html
>
> > _______________________________________________
> > Sugar-devel mailing list
> > [13]Sugar-devel at lists.sugarlabs.org
> > [14]http://lists.sugarlabs.org/listinfo/sugar-devel
>
>
> --
> James Cameron
> [15]http://quozl.netrek.org/
>
> --
> Laura V.
> I&D SomosAZUCAR.Org
>
> “Solo la tecnología libre nos hará libres.”
> ~ L. Victoria
>
> Happy Learning!
> #LearningByDoing
> #Projects4good
> #IDesignATSugarLabs
> #WeCanDoBetter
>
> References:
>
> [1] mailto:quozl at laptop.org
> [2] https://www.thebalance.com/
> [3] https://nonprofitquarterly.org/wp-content/blogs.dir/56/files/2017/08/
> [4] https://www.councilofnonprofits.org/tools-resources/
> [5] http://www.councilofnonprofits.org/
> [6] mailto:iaep-bounces at lists.sugarlabs.org
> [7] mailto:laura at somosazucar.org
> [8] http://lists.sugarlabs.org/archive/iaep/2017-August/
> [9] https://www.councilofnonprofits.org/tools-resources/can-board-members-be-paid
> [10] https://www.councilofnonprofits.org/tools-resources/can-board-members-be-paid
> [11] https://www.councilofnonprofits.org/tools-resources/can-board-members-be-paid
> [12] http://lists.sugarlabs.org/archive/iaep/2017-August/019935.html
> [13] mailto:Sugar-devel at lists.sugarlabs.org
> [14] http://lists.sugarlabs.org/listinfo/sugar-devel
> [15] http://quozl.netrek.org/
--
James Cameron
http://quozl.netrek.org/
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