Re: SIG requirements (was: Board meeting...)
On Jul 14, 2008, at 16:36, Ted Roche wrote: Well, that's exactly what we're hoping to achieve, some simple guidance for SIGs that say that your structure can be part of GNHLUG if you follow the same strictures of being a non-profit educational charity in the sense of 501(c)(3) as GNHLUG is expected to be, and understand that the board or its designees can take on financial obligations on the part of GNHLUG. That might be it, right there. Bill McGonigle wrote: Actually that's what I was suggesting might want to be avoided. :) Well, by reductio ad absurdum, doing nothing is surely easiest. But it doesn't provide much in benefits to our members. If we would like to be able to represent to the IRS that our SIGs are part of a recognized tax-deductible non-profit educational charitable organization that teaches people about FOSS/Linux, then we need to have some rules. I really don't want to disappoint the SIGs and tell them what they are doing won't fly. So, we're looking for a reasonably minimal set of rules, and want to set them up in advance so that there aren't surprises down the line. It might be a useful thought experiment to think about what if GNHLUG wanted to do an event with SwANH? We wouldn't make SwANH conform to any IRS strictures to co-sponsor an event. No, but we would also not not expect SwANH to claim non-profit status for their operations under our moniker (not that that need it, they are a 501(c)(3), I believe). SwANH is surely not going to claim to be a SIG of GNHLUG. That would be an arrangement between peers, most likely. Could we do a GNHLUG/Redhat event? Sure - and they're on the NASDAQ. Tread carefully here. If a commercial operation is involved with a charitable one, there are tripwires that need to be avoided in terms of what can be donated and in what amounts. Should Red Hat's contributions to GNHLUG exceed one-third of GNHLUG's annual revenue, GNHLUG might be considered a private foundation rather than a public charity, and many different strictures apply. This is exactly the concern of the Ubuntu LoCo, single support from another organization. We might be able to run a co-op event with them, like the SwANH example above, but an Ubuntu SIG might not qualify as a legitimate subsidiary because of the one-third rule. And if we structure the SIG so it looks like a sham operation whose only purpose is to shelter otherwise taxable proceeds that another organization is otherwise processing and profiting from, well, we're not just dealing with a bunch of pita bureaucratic rules at that point. For the small amount of monies involved and the good intentions on all sides, I would not like to have to discuss our transgressions with the IRS. So we need some rules. Same for Ubuntu LoCo - they perhaps already have their rules. https://wiki.ubuntu.com/LoCoWorkingWithOtherGroups https://wiki.ubuntu.com/LoCoFAQ But GNHLUG can work with them, no problem to be co-sponsors on events, even recurring ones. Two separate organizations co-sponsoring an event should not be a problem. We run our part, they run theirs. But that's not what we're discussing here. Sounds like you ought to come down to Manchester and offer to help us with this :) I would if I didn't have a 'last Thursday' meeting that night... Sorry you won't make it. You've obviously given this a lot of thought, and I appreciate your participation. Right, I understand why GNHLUG wants to exist as a legal entity. And I suspect that if a SIG wanted to become assimilated by the GNHLUG at any time this could be done in very short order. However, with legal entities come legal entanglements, so my thought was to keep the degree of such entanglements as small as possible. So, the structure is there, ready to use as needed, but it doesn't pervade all daily activities that would otherwise proceed differently if not for such entanglements. That's what we're hoping to hammer out. A simple set of statements some SIG organizers can agree to, or criteria they can meet, that will make expectations easy to meet on both sides. This should have no effect on the daily activities of the SIGs. Think about the potential downsides. If PySIG (I'm picking on PySIG again) has a meeting and it's part of GNHLUG and Alex goes nuts and trashes the ABI, then the GNHLUG BoD is legally responsible. We've beaten that poor dead horse before. If there's a potential legal liability, expect the lawyers to name everyone remotely involved whose wallets they think they can pick. That's the nature of a litigious society. Nothing we're discussing here changes that liability pro or con. We're not talking about liability issues here (and there are some pretty good defenses, btw, but that's another thread), we're talking about normal, routine day-to-day operations that could involve money. Like all of our business, GNHLUG should process monetary operations in a way that's
SIG requirements (was: Board meeting...)
On Sun, Jul 13, 2008 at 3:52 PM, Bill McGonigle [EMAIL PROTECTED] wrote: So, which problem are we solving by imposing a regulatory structure on SIG's? The one where the Board of Directors is responsible for actions undertaken by the Legal Entity they represent. One of the unfortunate consequences of having something called GNHLUG recognized in the eyes of the law is that there's going to be some overhead involved. Entities which already existed prior to us getting our act together are basically grandfathered (i.e., we didn't submit requirements to any existing chapter/SIG). But going forward, there needs to be *some* kind of process involved. It'd be nice to just say we'd police as needed, but that's not sufficient. Anyone who wanted to could claim they're doing something in the name of GNHLUG. That would expose GNHLUG to legal liability that I, at least, cannot accept in good conscience. That said, I think we should keep any required overhead to an absolute minimum. As a first approximation, I would say it would be sufficient that any subgroup/chapter/SIG/whatever should: 1. Be recognized and dissolved by decision of the GNHLUG Board 2. Have some kind of formal stated purpose (charter, mission statement, whatever) (brevity encouraged) 3. Have two coordinators (primary and alternate) 3a. Initially, recognized by decision of the GNHLUG Board 3b. Normal succession by approval of both existing coordinators 3c. Replacement by decision of the GNHLUG Board 4. Coordinators are *not* empowered to make decisions on behalf of the GNHLUG Board Provision 3b would be our normal process of a coordinator saying I quit, Bob's the new guy. Provision 3c would be for the cases where an existing coordinator becomes unavailable and unreachable, or the unlikely event that an individual acts detrimental to the good of the group. Provision 4 is again just a CYA move. The Board is recognizing the subgroup and taking on some liability, but in return reserves the right to make any rules needed. Hopefully we won't ever need to. Keep in mind this is only for entities operating in the name of the Legal Entity GNHLUG. There's nothing keeping anyone from simply going out and getting stuff done on their own. -- Ben ___ gnhlug-org mailing list gnhlug-org@mail.gnhlug.org http://mail.gnhlug.org/mailman/listinfo/gnhlug-org/
Re: SIG requirements (was: Board meeting...)
Date: Mon, 14 Jul 2008 09:13:05 -0400 From: Ben Scott [EMAIL PROTECTED] On Sun, Jul 13, 2008 at 3:52 PM, Bill McGonigle [EMAIL PROTECTED] wrote: So, which problem are we solving by imposing a regulatory structure on SIG's? The one where the Board of Directors is responsible for actions undertaken by the Legal Entity they represent. Anyone who wanted to could claim they're doing something in the name of GNHLUG. That would expose GNHLUG to legal liability that I, at least, cannot accept in good conscience. Not exactly. GNHLUG (the Corporation) can only be legally represented by one of its officers. Anyone who's not an officer and claims to be representing the Legal Entinty GNHLUG is lying. I could go anywhere and say I represent Microsoft Corporation. But that doesn't incur any legal liability for Microsoft. To the contrary, it would incur significant liability for me. ___ gnhlug-org mailing list gnhlug-org@mail.gnhlug.org http://mail.gnhlug.org/mailman/listinfo/gnhlug-org/
Re: SIG requirements (was: Board meeting...)
On Mon, Jul 14, 2008 at 2:05 PM, [EMAIL PROTECTED] wrote: My statement about Anyone... could claim... was in reference to the idea of having an established policy of letting anybody who wants to be part of GNHLUG. (You're treating that sentence in isolation, AFAIK, we've always had (at least implicitly) the policy that anyone who wants to be a part of GNHLUG can. The context of this discussion is about groups (chapters, SIGs, whatever) being formally part of the Legal Entity GNHLUG, not individual people being members of any given group. -- Ben ___ gnhlug-org mailing list gnhlug-org@mail.gnhlug.org http://mail.gnhlug.org/mailman/listinfo/gnhlug-org/
Re: SIG requirements (was: Board meeting...)
On Mon, Jul 14, 2008 at 2:38 PM, Bill McGonigle [EMAIL PROTECTED] wrote: Perhaps it's worth figuring out then whether a SIG/whatever ought to be a subunit of GNHLUG or merely affiliated with it ... Certainly, if a group doesn't want to take advantage of any of the things the Legal Entity GNHLUG can offer, there's no point in said group going through that effort. Whether a group wants to do that is, of course, up to that group. At this point, the major thing that the Legal Entity GNHLUG can offer is legal liability. If Bill McGonigle signs out the Manchester Public Library conference room, and the attendees trash the place, Bill McGonigle (personally) gets stuck with the bill. If LE GNHLUG signs it out, LE GNHLUG gets stuck with the bill. [FYI, the LE abbreviation is my own, not a term of art. I use it to make a distinction between the entity recognized by law (i.e., the Greater New Hampshire Linux Users Group, a registered non-profit corporation in the State of NH), and the more nebulous, conceptual GNHLUG people (myself included) like to ascribe existence to, but which the law does not recognize. For better or worse, the label GNHLUG can mean either. Compare and contrast Wikipedia community and WikiMedia Foundation.)] In the future, we may also be able to offer the ability to accept 501(c) tax-exempt donations, or even 501(c)(3) tax-deductable donations. We're working on that. (And by we, I mean Ted.) The LE GNHLUG is also the organization responsible for the GNHLUG name, logo, and repuation. We have a certain obligation to protect that. How much of that is a legal obligation or not, I have no idea. But even if we're not legally required to protect the reputation of GNHLUG, I for one don't want anyone to get the impression we're a bunch of thugs. So I think we should protect our good name. So even if someone just wants to call themselves an affiliate of LE GNHLUG, I think there should be some kind of process. I shouldn't be able to form the BenScottSIG and say it is an affiliate of GNHLUG on my own, anymore than I should be able to claim I'm an affiliate of BFC Computing. [To forestall VirginSnow: Yes, I know anyone can claim anything they want. We're talking about the practices an organization endorses. If GNHLUG *allows* anyone to be an affiliate, anyone can.] I also think the process should boil down to just you have to ask permission first. Assuming no objections, it should take all of 30 seconds. That's what I was trying to codify with those four/seven suggested rules I posted. And really, all we need for CYA purposes are 1 and 4. Provisions 2 and 3 I suggested solely to avoid various other organizational failings we've exhibited in the past. (Mainly, a lack of continuity.) I certainly don't mean to encumber the process. -- Ben ___ gnhlug-org mailing list gnhlug-org@mail.gnhlug.org http://mail.gnhlug.org/mailman/listinfo/gnhlug-org/
Re: SIG requirements (was: Board meeting...)
Bill McGonigle wrote: On Jul 14, 2008, at 09:13, Ben Scott wrote: Keep in mind this is only for entities operating in the name of the Legal Entity GNHLUG. There's nothing keeping anyone from simply going out and getting stuff done on their own. Perhaps it's worth figuring out then whether a SIG/whatever ought to be a subunit of GNHLUG or merely affiliated with it (in order to keep everybody's heads as low as possible and process to a minimum). Well, that's exactly what we're hoping to achieve, some simple guidance for SIGs that say that your structure can be part of GNHLUG if you follow the same strictures of being a non-profit educational charity in the sense of 501(c)(3) as GNHLUG is expected to be, and understand that the board or its designees can take on financial obligations on the part of GNHLUG. That might be it, right there. Sounds like you ought to come down to Manchester and offer to help us with this :) For instance, what benefit is there to having PySIG as a 'part' of GNHLUG that wouldn't be otherwise satisfied under a lower regulatory hurdle? Well, Janet's cookies might become deductible! :) Seriously, short of a group desiring to take on a major project, all of this is make-work and much ado about nothing. However, when that opportunity comes along, it will be too late to start the process. So, we are trying to lay the groundwork now, and minimize the hassles to everyone involved. I understand the benefits of having GNHLUG being a functional entity of the State of New Hampshire, but it might also be possible to apply some UNIX-fu to keep the 'code' as small as possible. There are surely merits to Small Pieces Loosely Joined. But sometimes a simple static binding has an advantage, too. We want to consider the options. That's why the board meets. And to save wear and tear on the keyboards trying to type all of it! There are certainly all kinds of models we could dream up where GNHLUG co-sponsors events, or whatever label makes regulatory sense. That's the basic application Arc was asking us to consider. For an Ubuntu SIG that will liaison with an Ubuntu LoCo, that might be the optimal solution. For a PySIG or a RubySIG, a tighter affiliation, hopefully without much hassle, might work, too. And all of these are subject to change and renegotiations. We just need to consider our options. Your thoughts and suggestions, as well as all others, are welcome in this discussion and at the meeting. Many hands make light work. -- Ted Roche Ted Roche Associates, LLC http://www.tedroche.com ___ gnhlug-org mailing list gnhlug-org@mail.gnhlug.org http://mail.gnhlug.org/mailman/listinfo/gnhlug-org/
Re: SIG requirements (was: Board meeting...)
That's the basic application Arc was asking us to consider. For an Ubuntu SIG that will liaison with an Ubuntu LoCo, that might be the optimal solution. I should probably clarify; It's been discussed that the LoCo would do workshops and other user social functions, however the LoCo membership are people doing promotion/activism/etc with Ubuntu, not just general users. It would be a small group who's members put on events for a larger group of non-members. So instead, we're talking about a separate group which compliments the LoCo with users as members, not just LoCo members, and puts on LUG-like functions specific for Ubuntu. The idea with this is all Ubuntu users are invited to be members and get involved equally. In form and function there's really no difference between the Ubuntu group we're starting and PySIG, save for Python project doesn't have a local promotion group in this state who's members are heavily involved in making PySIG meetings happen. ___ gnhlug-org mailing list gnhlug-org@mail.gnhlug.org http://mail.gnhlug.org/mailman/listinfo/gnhlug-org/
Re: SIG requirements (was: Board meeting...)
On Jul 14, 2008, at 16:36, Ted Roche wrote: Well, that's exactly what we're hoping to achieve, some simple guidance for SIGs that say that your structure can be part of GNHLUG if you follow the same strictures of being a non-profit educational charity in the sense of 501(c)(3) as GNHLUG is expected to be, and understand that the board or its designees can take on financial obligations on the part of GNHLUG. That might be it, right there. Actually that's what I was suggesting might want to be avoided. :) It might be a useful thought experiment to think about what if GNHLUG wanted to do an event with SwANH? We wouldn't make SwANH conform to any IRS strictures to co-sponsor an event. But I suspect that event could still happen. Could we do a GNHLUG/Redhat event? Sure - and they're on the NASDAQ. Same for Ubuntu LoCo - they perhaps already have their rules. But GNHLUG can work with them, no problem to be co-sponsors on events, even recurring ones. Sounds like you ought to come down to Manchester and offer to help us with this :) I would if I didn't have a 'last Thursday' meeting that night... Seriously, short of a group desiring to take on a major project, all of this is make-work and much ado about nothing. However, when that opportunity comes along, it will be too late to start the process. So, we are trying to lay the groundwork now, and minimize the hassles to everyone involved. Right, I understand why GNHLUG wants to exist as a legal entity. And I suspect that if a SIG wanted to become assimilated by the GNHLUG at any time this could be done in very short order. However, with legal entities come legal entanglements, so my thought was to keep the degree of such entanglements as small as possible. So, the structure is there, ready to use as needed, but it doesn't pervade all daily activities that would otherwise proceed differently if not for such entanglements. Think about the potential downsides. If PySIG (I'm picking on PySIG again) has a meeting and it's part of GNHLUG and Alex goes nuts and trashes the ABI, then the GNHLUG BoD is legally responsible. If RubySIG decides to pass the hat at the brewpub and buy everybody beers then GNHLUG has to worry about the accounting on that. But if the RubySIG Event is merely co-branded with GNHLUG then this isn't a problem, it's not a GNHLUG event. Does Martha's give free rooms to corporations or just guys who buy beer and talk about strange stuff? There are certainly advantages to having GNHLUG be a State-created entity, but there are potential gotchas as well. My only point is that such gotchas should be kept as small and contained as possible, and that we should have something positive to say for, what do we gain by doing X? if we're thinking about doing X. -Bill - Bill McGonigle, Owner Work: 603.448.4440 BFC Computing, LLC Home: 603.448.1668 [EMAIL PROTECTED] Cell: 603.252.2606 http://www.bfccomputing.com/Page: 603.442.1833 Blog: http://blog.bfccomputing.com/ VCard: http://bfccomputing.com/vcard/bill.vcf ___ gnhlug-org mailing list gnhlug-org@mail.gnhlug.org http://mail.gnhlug.org/mailman/listinfo/gnhlug-org/
