About the Nov Elections

[Joseph Mack NA3T]

Thoughts about the Nov NCSA Elections

NCSA was started by a bunch of gregarious organisers,
good at raising sponsorships and keeping interest in NCSA's 
activities. People were found to give interesting talks 
which on occassion brought more than 100 people.
There were plenty of suitable candidates standing for 
election, any of who would have served NCSA well. 
As part of the election, potential candidates stood
before the members to speak and be asked questions.
The elected steering committee (S.C.) had 7 members
serving 2yrs with half elected each year to ensure
continuity. Presumably NCSA's founders were worried
about it falling apart. However most of the people 
on the S.C. have known each other and been in NCSA
for years and as it turns out there has never been 
a problem of continuity. The actual organising of 
NCSA is relatively trivial - one person could do it 
- the main problem is finding speakers, and in the 
early days everyone in NCSA found speakers,
it wasn't neccessarily an S.C. job. Presumably the
large size of the S.C. was so that the gregarious
founders could get together and have a good time 
occassionally.

While to the members, the S.C. is just a bunch of
people who make sure we have talks each month,
NCSA is a business, is accountable to interested
parties (eg govt, regulators, sponsors, creditors)
and must be run like a business (actions can only
be taken following passing of motions, resolutions
must be on record for interested parties to see,
accounts must be settled in a timely manner, the
treasurer has to give reports to members and the S.C.).
The S.C. is NCSA's board of directors and is personally
responsible if there are any problems with the business
side of NCSA (we aren't a limited liability corporation).

The range of NCSA's charter is fairly limited. We tell 
sponsors that the money they give is to provide pizza/soda 
at talks we put on. We don't have money to do anything else.
The venue is provided free by another sponsor. Anything else
we do then must require no money.

Running the business side of NCSA is not difficult,
we only do one thing, put on talks, and we do it over
and over. We don't pass a whole lot of resolutions,
since most of our activities are just continuations
of what we've been doing all along.

Eventually (about 5yrs ago), the founders moved on
(to slap other backs?) and NCSA was left with the quieter
people who (presumably) came for the technical content. 
Money was harder to come by, it was hard to find speakers,
which became a job for the S.C. and attendance dropped 
to 10-20 for most meetings and there were never enough 
people standing to fill the 7 steering committee slots.

What I wanted at this stage was that the number of S.C. 
slots be reduced.

What happened was that "helpful" candidates present at
the election put forward the names of "great candidates"
who couldn't be bothered to come to be elected. This 
happened in at least two elections that I remember. 
The bare minumum number of candidates would be elected 
by aclaim, and not get to stand before the members and 
talk about what they'd done for NCSA. We entered the 
Chicago phase of NCSA, where dead people who hardly 
ever came to S.C. or NCSA meetings ran NCSA.
Perhaps not surprisingly the standards of governance 
slipped.

An election was scheduled, over my objections, one year
in Dec. We don't normally have a Dec meeting because 
everyone's preparing for the holidays. As it turns out 
only one S.C. member was present at the meeting. Not 
even the S.C. members who thought it a great idea to 
hold elections in Dec came. There were no candidates 
put forward. There was no election. We just extended 
everyone's term by one year and hoped no-one would notice
(it wasn't till some time later that someone found out
and raised objections).

I wanted talks on a variety of topics, not neccessarily
just S.A. Our best attended talks have been by people 
like Marshal Brain (HowStuffWorks) and Paul Jones 
(Ibiblio). Other people of interest who brought still
impressive attendances were Eric Raymond and Eben Moglen. 
I wanted more of those. The S.C. didn't want these. They 
wanted talks on topics relevant to S.A., like backup. 
I regard backup as a solved problem. We'd had so many 
talks on backup at once stage that I thought I'd go 
postal if I heard another one. But when talks on 
backup were scheduled, the people in the S.C. who 
wanted them didn't come.

Occassionally we had to cancel meetings because we 
didn't have a speaker. With 7 professional S.As on 
the S.C. I thought we all should know enough to 
give a presentation in the absence of a speaker.
The S.C. thought otherwise and I was the only one
who voted that the duties of being an S.C. member
should be to give a talk once a year if needed.

There have been some bright spots: Liyun Yu managed
to get a $1000 grant from SAGE putting us into the best
financial position we'd ever been.

When I first became treasurer about 4yrs ago, the accounting
was done shoebox style. I put it all on computer in standard
double entry accounting format and was amazed to find that 
except for one bank statement, which I determined had no 
activity, all receipts and records for every financial 
transaction (sponsorships, pizza, cost of video tapes) 
of NCSA, back to day one, was in the shoe box and
it all balanced. This was a creditable record for the
several treasurers before me, who didn't have available
the checks and balances afforded by computer aided 
double entry accounting.

It would be a good thing if NCSA was to become a 501(c)(3)
Tax Exempt organisation. This will involve a lot of paperwork 
and a lot of time. It will allow sponsors to deduct 
donations from their income for tax purposes.
The amount of paperwork is daunting and will require that
NCSA run its business side to tight standards or risk
loosing our 501(c)(3) status. When I first became treasurer
the amount of paperwork was beyond anything I was prepared
to tackle.

NCSA has an ncsa-announce mailing list for things that NCSA
does, and since all we do is put on talks, then ncsa-announce
is for meeting announcements.

In particular ncsa-announce is not for telling NCSA members
about things other organisations are doing, particularly 
activities that an S.C. member has an undeclared interest in.
An announcement like this from a business (like NCSA) is
an endorsement. Such a statement from NCSA means that we've
checked out the event and if a member has an unfortunate time
at the event, then NCSA is prepared to defend a legal suit
against the member. We don't have money to do this. Because
of the way we're set up, the S.C. members would be personally
responsible for any costs and time defending such a suit.

Traditionally ncsa-announce has been used for broadcasting
news about non-NCSA matters, but this is not what we should
be using ncsa-announce for.

ncsa-announce was used for inappropriate broadcasting about 
2yrs ago: someone I didn't know (and who no-one on the S.C. 
claimed to know that I remember) was giving a course in 
Raleigh (for money) and to drum up business he asked to have 
his course announced on ncsa-announce. I said that he could 
do it on ncsa-discuss or ncsa-jobs (where postings are 
protected by the first amendment) but not on ncsa-announce 
as it was not an NCSA activity and the posting would be 
seen as an endorsement. I was the only one who voted
against it. Rather than exposing myself legally through
irresponsible resolutions passed by the S.C., I did not
stand for the S.C. next time.

Matt Frye then came on the scene and not wanting to put
up with the Chicago style S.C. virtually ran the S.C. by
himself. Matt was talking about NCSA becoming a 501(c)(3)
organisation and didn't see the amount of paperwork as
being insuperable. Seeing Matt's results, and with the 
expectation that the S.C. would be rescued from it's 
moribund state and that we'd become a 501(c)(3) organisation, 
I stood for the S.C. again at the end of 2004 and became
treasurer in Sep 2005.

Lisa took over as treasurer at while Matt was chairperson.
Her legacy included

o did not keep records of the finances

o records showing $547.24 in pizza bills to Matt Frye extending 
back 18 months, which I paid out. Lisa has since submitted
claims that some of that money was owed to her. Those claims
should have been in NCSA's records.

o had people to pay for pizza with their personal funds and 
then reimburse (some of) them. These are called back alley
exchanges of money are not what NCSA should be doing.
Mixing personal funds and business funds is illegal, 
as some high profile cases in the news recently will 
remind you. Lisa said Sals (the pizza place) wouldn't 
take business checks. However the box of NCSA records had 
plenty of checks to Sals and no business is going to last 
long if it doesn't take cheques from businesses.

o did not give treasurer's reports to the S.C.

o did not give treasurer's reports to the members (a legal requirement)
at least once each year.

o lost 8 months of records from the bank and didn't tell the S.C.
(she can't have been balancing the books every month or she would
have noticed).

o took 3 months after I became treasurer to give me the NCSA records.

o when I went to change the signature file at the bank, 
I found that Lisa hadn't updated the signature file when 
she took over and as far as the govt was concerned I was still
treasurer and responsible for the NCSA accounts.

It took 10hours to sort through all the receipts to figure out what
had happened, much more than it would have taken me to keep the
accounts organised if I'd stayed on as treasurer, and more
than it took me to enter the whole of NCSA's accounts
from back to the first day when I first became treasurer.

Then Lisa submitted another $400 in expenses (in Sep 2005) for expenses
incurred in 2004. Lisa travells for her job and knows how to
submit an expense report, and that it must be done in a timely manner.
Any normal business would have closed their books on expenses from 2004.
Her first submission of expenses was illegible numbers on a 1"x2" 
post-it: no receipts, no checks. This was not acceptable to me.
Rather than present proof of payment, Lisa put a motion to the 
S.C. to be paid for her expenses. I told the S.C.that they had 
no more authority to pay expenses without receipts than I did. 
I told the S.C. what I needed and I'm attempting to
resolve the matter at the moment. I expect Lisa will get the
money she's owed, when I'm not dealing with other NCSA fires.

When I took over the treasurer's job in Sep 2005, there was $900 in 
outstanding bills that the S.C. hadn't been informed about,
on an account with only $1500 in it.

When sponsors give us money, they can reasonably expect us 
to pay our bills in a timely manner or stop sponsoring us. 
Why does Matt Frye have to front (what appeared to be) $547 
to NCSA and then be repeatedly rebuffed by Lisa when he asks 
for his money?

Lisa who hadn't done a thing to reimburse others, then wanted to be
reimbursed for her expenses on the spot. Although she wouldn't give
me the records for 3 months, she wanted to appear at my door the next
day to pick up her money. Lisa is not happy with the pace I'm working 
and has now put forward another motion to be paid and keeps sending 
me demanding e-mails.

The response from the S.C. has been tepid support "well we won't have
her as treasurer again", "there was no misappropriation of money
so it's OK". When I tell them there's problems, they don't want 
to hear about it. They didn't want to hear about the mess when 
it was happening, they didn't want to hear about it when I found 
out, and if I hadn't done something by looking at the books, 
they wouldn't have heard about it and Matt Frye would never 
have been paid. Now that it's in the open, they don't want
to do anything about it. The S.C. has the power to censure 
and remove an S.C member for failing to do their duties. 
The S.C. has not done so in the case of Lisa, presumably because
they regard her actions as fulfilling the role of treasurer.

Despite what the S.C. thinks, IT'S NOT OK. The S.C's opinions
on the matter don't count: what the govt and sponsors think
is what counts here. We aren't going to get support from
sponsors if this is the way we run our show. As for 
misappropriation, Lisa's actions have misappropriated 
enough of my time to swamp the money involved.

In the middle of this, one of the Chicago style S.C. members,
Hunter Matthews, appeared on the S.C. mailing list to tell us 
what we should have done to prevent the mess. Hunter was 
last elected 3yrs ago in his absence, and his term on the 
S.C expired a year ago. He still thought he was on the S.C. 
I wasn't sure myself, as the S.C. has a history of people we
never see, and I had to look on the webpage to find out.
Since Hunter had maintained his counsel when the problems 
were occuring, I viewed his wisdom after the event
with a jaundiced eye. Another S.C. member pointed out that 
Hunter wasn't on the S.C. anymore, at which stage Hunter 
said "never mind" (or something like that) and disappeared 
from the S.C. list.

Then Lisa posted to ncsa-announce (without a motion from the
S.C.) announcing a conference that she had an undeclared interest 
in. The posting being on ncsa-announce would appear to be from 
NCSA. It was not from NCSA, it was from Lisa and the posting
was approved by Matt. Many of the S.C. thought that it was a 
good conference, but this is not the point. ncsa-announce
is for NCSA activities. If you want to put forth opinions 
about non-NCSA activities, do it on ncsa-discuss.

Pointing out the legal exposure that this endorsement left us
in, one member of the S.C. offered to indemnify me for any legal
repercussions, since he thought the chances of a suit to be
vanishingly small. Neither of us know whether this offer is 
binding, and he wants me to pay to make sure it is legal. 
I expect this is this S.C. members attempt to resolve the
situation. But what would you think when you stepped into a car
if the driver said "I don't have seat belts; the chances of an
accident are too small to worry about and here's a piece of
paper where I indemnify you for any injuries you might incur
by stepping into an illegally operated car."

Are we going to tell sponsors that we don't care about 
incurring legal risks through illegal actions?

With the S.Cs lack of interest in maintaining the business
side of NCSA, any work I did to get us 501(c)(3) status
would be wasted as we could loose it for any of the things
I've listed here. I would need to have more confidence in the 
S.C. than I do now to begin the application process. 
I'll work with an S.C. that wants to know when bills are
left unpaid for 18 months and is prepared to kick people's
butts for doing so, but I'm not going to put in a whole
lot of work to get us Tax Exempt status if I'm working with
an S.C that doesn't want to know about problems.

So we come back to the elections. There are 7 places on 
the S.C. only some of which are vacant this election. 
Since we don't expect more candidates than vacant 
positions, then anyone who stands will be elected 
(if they vote for themselves). I've been talking to
people on the S.C. about this for several months now,
but have chosen not to meet before the elections to 
do anything about it. I haven't seen anyone on the S.C. 
do anything about fixing this problem.

If you're coming to the meeting on Monday, don't
forget that you can ask S.C. candidates questions.

Joe 
Treasurer NCSA

-- 
Joseph Mack NA3T EME(B,D), FM05lw North Carolina
jmack (at) wm7d (dot) net - azimuthal equidistant map
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