Re: [Debconf-team] Special sponsorship
Hi Micah,
On Fri, Jul 22, 2011 at 02:57:22PM +0200, micah anderson wrote:
> The *appearance* of impropriety is incredibly important to an auditor[0]
> who might at any point decide to scrutinize SPI as an
> organization. Regardless if it was intentional or not, its the
> appearance that matters. Appearance of impropriety would include any
> board member engaging in any activity that could be seen from the
> outside as potentially a conflict of interest. Conflict of interest
> would, without question, include these things, that did happen this time
> around:
>
> . a board member directly rating oneself for travel sponsorship (it
> doesn't matter why that was done, the fact that it was done is what
> matters)
Although I agree there were things in relation to how certain individuals
(Clint/dkg/Joerg) were handled that provide the appearance for
social/interpersonal purposes as impropriety, which I do want to avoid, I was
not referring to me or Joerg rating ourselves while being SPI board members.
For social/interpersonal purposes, we can definitely change the procedure next
year to avoid self-rating in general as Zack and Ana suggested, but that's
unrelated to SPI.
Please stop asserting that this is a legal conflict of interest issue for me,
Joerg, or SPI in relation to our board service. It is not.
Proof, from the New York Not-for-Profit Corporation Law section 715,
"Interested directors and officers" (asterisk-based emphasis is mine):
"(a) No contract or other transaction between a corporation and one or more of
its directors or officers ... shall be either void or voidable for this reason
alone, or by reason alone that such director or directors or officer or
officers were present at the meeting of the board, or of a committee thereof,
which authorizes such contact or transaction, *or that his or their votes are
counted for such purpose*:
"(1) If the material facts as to such director's or officer's interest in such
contract or transaction ... are disclosed in good faith or known to the board
or committee, and the board or committee authorizes such contract or
transaction *by a vote sufficient for such purpose without counting the vote or
votes of such interested director or officer*; or
"... ."
To avoid questions about selective quoting, I'll clarify that the first two
elided sections were both about situations where the transaction is between SPI
and another legal entity which Joerg or I helps lead or in which one of us has
a substantial financial interest, and the rest of the section just provides
more ways to authorize or voluntarily restrict things, without contradicting my
quote as applied to SPI. You can check the full text for youself, but this
isn't misleading quoting.
Unless you're claiming that the herb team didn't know Joerg or I would benefit
from our own sponsorships, or that an insufficient number of disinterested team
members voted to approve each of our requests, then any impropriety issues are
purely a DebConf social issue in the pre-existing herb team
conflict-of-interest policy and do not rise to the level of a legal issue for
SPI.
I have also read various IRS guidance for 501(c)(3) orgs, as well as section
501(c)(3) and other relevant sections of the Internal Revenue Code, and some
official documents interpreting them. None of that imposes further requirements
I am aware of in terms of legal compliance in this area.
This should not stop us from fixing things that subjectively feel wrong to us
within DebConf. It should mean that SPI affiliations are mostly irrelevant to
those issues and that none of the fixes are being done to satisfy auditors or
the government.
- Jimmy Kaplowitz
jimmy@debian.org
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