Topic: Legality of Transfer of assets from SME ?

[johnp]

purvis,

I can relate to your concerns, you would be one I consider as an asset to the community. I don't know if you were around for the last time elections were posted or not, but that really IMHO didn't provide any leadership or the push to move forward.

From what I've gathered through the years, is that Shad has provided resources to keep this community going, and without his effort, my response wouldn't be possible.

You may have valid concerns, but looking a gift horse in the mouth, as it seems to me that you are doing with the new leadership volunteers, has me puzzled. JMHO

[purvis]

I do know that being a director or having a title in any organization comes with duties.
Because this organization(contribs.org) has a legal entity, there will always be responsibilities of those who hold office in the organization.
And like all responsibilities, there are those that we do not wish have or exist.
But it comes with having rights to those positions.

Because I have never seen what I would call a proper voting, if one was needed.
I question, not dispute, who (organization likely) owns what assets and was any transfer made and was it legal to make transfer of assets.
If this question cannot be clearly answered and its legality cannot  clearly be undisputed, there is are issues, no matter the best intentions of a person or persons.

I am not saying that any wrong doings have actually take place. I am disclosing what might be an issue. I do not know that it is an issue or not.

Is there a clear detail in writing of what took place organization wise. If not maybe now is the time.
Who would write on this. I would think it should come directly from the board of directors of contribs.org what actually took place.
Like i said, it might be entirely possible that Koozali Foundation has no right on this forum to conduct any business, access, or control over contribs.org assets.
If Koozali Foundation does not have these legal rights, this all needs to be looked into.
If there are issues that need to be addressed, which with my view today, there seems likely. There could be a discussion in a single thread to address particular issues of ownership by the members(whoever they actually are)  of both Koozali Foundation and contribs.org organization if the two are separate organizations.

[johnp]

I don't disagree with you logic. I tend to disagree that contribs ever had any assests, other than the members of the community. Please enumerate what you believe they are or were.

[purvis]

Johnp,

I agree with you up the point of a gift horse, but even I understand your words on that.
I have no problem even in turning the whole organization over to him, but I would think even he, Shad, would might think that would not be a gift but a liability.

It is nice to have the monkey on somebody else's back or at least not to carry the burden by oneself.

I not pointing my fingers as many would probably think.
I am trying to layout a huge possible issue that nobody, including me, wants to write about or think about.
But I have seen something of this sort go bad else happen, but the interested parties are quite different.
I believe it is the distasteful part in the duties of a non profit organization.

An organization cannot just take over another organization by its own means, and that may have happened here.
If that is what has happened, there is probably some back tracking  both organizations should make.

I still do not know why Koozali Foundation had to be organized if there was an organization already in place even if major changes needed to take place in the organization.
If contribs.org members want to sell off contribs.org assets and be no more, they can for a penny if they chose by it's members if the federal law concerning non profit organizations allows it.  Yep there are laws on what a non profit organization can do and cannot do, depending on the federal status of the non profit organization.
Even the transfer from Mitel might have had its own stipulations of ownership rights that could or could not be transferred.
Whatever the members of contribs.org wants is up to the membership. But Koozali Foundation if a legal separate organization has their own separate membership.

As far as Shad goes, if he wants and if there can be given a life time membership to the board of directors of contribs.org and/or an top officer of organization owning the data, then that should be allowed.
 

[johnp]

I don't think anyone dissuades your passion for this community. That is beyound my intent for sure. For along time the community has been under Shad's stewardship, like it or not. The new  Koozali Foundation org has me excited like no time before. Yes there may be some bridges to cross, but I'm happy they are building them.

I see it as an effort to move forward.

[purvis]

Assets can be many things. Cash, bank accounts, monies receivable(money owed to the organization), contracts with other companies,equipment, certain rights, brand names, even goodwill.
Liabilities can be any monies promised to another entity, short term debt, long term debt, contracts to other companies for goods and services.
Ownership can be made from almost entity. People or an organization.

I am not sure whether ownership of non profit organization that has a federal status can be traded. There are law concerning the different kinds of non profit organization and how they must be dissolved and depending on the by laws of the organization by which it was created, voting rights or i should just say all rights are usually disclosed in the by laws of the organization.

What sort of concerns me the most, is the fact that if Koozali Foundation is a separate entity organization. Then it must be treated as such. That goes for its assets, liabilities, and ownership  as well, no matter whether how we want to treat it in our own minds.

Also if Koozali is a separate organization and if contribs.org did not transfer ownership of the assets correctly, then Koozali has no right to even tell Shad what to do or act as a representative for contribs.org organization concerning the issue of who, what, where any data belonging to contribs.org.

I would even think if Koozali Foundation is receiving any pledges to contribs.org, that might not be legal as well to be transferred without proper consent of the pledgers.
These are issues that come from having a separate new organization if that is what has taken place.
Koozali Foundation may also not have any right to performing its business on another entities(contibs.org) properties, including asking and/or receiving donations.

The desire to go forward too fast may put one over a clift or sink a ship.
If what I have written about actually happened. Then it could possibly be fixed. How much time that would take, I do not know.
Who the members are is a big question is solving problems relating to non profit organizations.
Or I should say, who has legal voting rights to make big decisions. Many of those answers can likely be found from the original founders to contribs.org and what was laid out in the bylaws of the organization and if the bylaws of the organization where in fact legal to begin with.

[johnp]

I think anybody on the Koozali Foundation board has been forthright and approachable. YMMV

[purvis]

Whoever the directors are with contribs.org MIGHT have some unfinished duties to take care of.
That is for them to decide.
 
If I were a Koozali Foundation director and I saw this an issue, I would push for a resolution from the contribs.org organization on these various issues if they exist.

If I were a contribs.org director, I would make sure contribs.org did not have any liabilities coming from the direction of Koozali Foundation. Sadly, I would dissolve the website contribs.org and have Koozali Foundation operate their own web site.
These are the points one forgets or are unknown factors when one decides to create a new organization.
If Koozali Foundation cannot afford to do that, it is not contribs.org organization responsibility to provide it.

[johnp]

Fair enough, but I don't think there is a contribs.org director. Why your argument fails IMHO

[purvis]

There is some responsible person, the money from donors can be traced.
If new directors where not elected, that should make the old ones still active, unless they resigned.
In that case, just about any attorney would be glad to pick up the duties.
Was there an attorney on the board or one that serviced contribs.org They may be able to act as one.
But I really do not trust attorneys always to do the right thing.

I would think if there where no board members and no officers. Then Shad should be able to make decisions for contribs.org if he was the only custodian.
Shad might have been both a director and an officer, I would not be surprised if so and I do not know.

But i can almost assume this. If contribs.org did not have a director. How could Koozali Foundation accept ownership of any assets from contribs.org.

[purvis]

If there needs to be directors to make actions to resolve these kinds of issues.
I have seen elsewhere there might be something like this.
To make up a voting membership.
The membership of the organization would be made up of those that made a financial contribution to the organization from the last two or three years, two years being a minimum.
Any amount accepted by the organization is to be a member and each one of those members get a single vote.
Nominations are mailed in and disclosed and votes are mailed out to the members with a date of the election to be set.
I would let an attorney do the physical mailing and receiving of the mail.
I would also have the directors send out a ballot to vote on approval of transfer of assets to a certain company.
I would not do any proxy voting.
Every member gets one vote.
I would also make the voting membership list available by name only to be viewed.

[janet]

purvis et al

As I understand this e-smith to sme server community scenario, Mitel handed stewardship of the forum posts & some other data to contribs.org, which was created privately by one man (forget his name just now).
There was some difference of opinions & that man handed contribs.org onto others, so we had iteration number 2 of contribs.org.

Around the time of sme 7 development, the SME server name (business entity & domain name) came into existence, moreso as a vehicle for commercial development, usage & promotion of "the GPL thing called SME server". When SME 7 was released the Leadership of the volunteer team resigned (having done their job for a few years) & new leaders were called for by way of elections & with a constitution. Those elections never really resulted in any substantive outcome as only a minimal few people volunteered for jobs & some positions were never filled.

Shad has been involved probably since the early days of the community stewardship (I'm not sure exactly when). In essence though he was the unofficial technical steward of all the "data" & no-one else volunteered to the level of comittment that he did.

So the contribs.org & SME server are really different entities (in a practical sense & I think a legal sense too).

Contribs.org has continued on for many years without any elected leaders, everyone has did what they did as volunteers, & nobody stopped them. You or anyone else could get in & do what they wanted, as long as those who had physical control of the site & wiki & forums etc allowed them. The rules were simply what was considered decent & fair, although I believe the constitution did mention a few things. The SME server name was adopted by popular consent & usage, was it as early as the v6 community release after Mitels handover.

So nothing really happened with SME server Inc (I think it was called), ie the entity setup to promote the business/financial/promotional side of SME server. It was simply a case of no-one volunteering their time for this. Developers were happy to keep coding, Shad was happy to code & maintain the backend etc, & here we are today. In the meantime variants of smeserver domain names & URLs were poached by those hoping to make a quick buck in the future as no-one had done anything to secure those.

If you read the posts & maillists from early January 2013 onwards about this, & under a background of comments from Charlie & others to just get in there & "do it" rather than creating lots of hot air talking about it, a new leadership team (of volunteers) was created. They did ask for more people to volunteer so a full complement of positions could be filled.

For various reasons eg website poaching & legal considerations etc, they felt/decided a new name & legal entity (Koozali Foundation) was the appropriate vehicle to use.

As I understand it now, the stewardship of the GPL data will now be handed to Koozali, just as happened from Mitel to contribs.org. Mitel decided upon a responsible party to be the steward, & so now contribs.org (or moreso Shad as he physically controls access) is also deciding if Koozali is a suitable responsible party. It seems Shad was cautious & wanted to hear from the community members by way of vote, that they morally agreed with his decision. Anyone who visits this website is considered a community member & could vote.

It was pointed out recently that we are talking about GPL data which by definition is publicly owned by the open source community. The entities, legal structures, associations etc that we set up, are just the physical side of the stewardship.

As I see it, ownership does not really apply here & never has, the community freely gives & the community freely maintains (free meaning of their own free will, rather than free of monetary cost), and the community freely donates money to support the infrastructure etc. The issue is stewardship, & this seems to come down to personal effort & personal decision that cannot be governed by anybody or any rules. There may be an onus of expectation upon individual stewards to "do the right thing", but I doubt that Shad could be forced by any law to give us the password to "his" servers.

That I believe is where Koozali Foundation comes in, to be a joint steward with more than one person having access, thus ensuring the continuity of the community GPL data if any other people with access or Shad, should one day get run over by a bus. The stewardship can continue to be handed on as the morals of the leaders dictate, those morals being governed or moderated by the rules of the Foundation. That of course is not the only task or responsibility of the Foundation.

This community has never really had that before, to this degree of surety, so I, & I'm sure many others, feel this is a good thing & a positive step forward.

Apologies for leaving some parts of the story & names out, eg Gordon Rowell, Ruffdogs, & the original founder of contrib.org (for he & they really created the start of what we are today). If there are any inaccuracies that are of significance, please correct what I have said, but please lets not get into a useless discussion of semantics or accusations or so called name calling verbiage etc. Thanks.

[purvis]

Johnp

I have no argument.
If I do have an argument, it is only of issue that might exist and needs to be corrected now rather trying to fix something in the far future.
It is kind of like making sure the title is clear on a piece of land you are buying.
If you purchase property that is not owned by the seller, basically you lost your money and what you thought was your purchased property.
There are properties that do not get sold because the owner is not identified properly.
In that case, most time it will eventually get in the hands of the government through a sheriffs sale from non payment of taxes.

There are plenty of intellectual laws in the state of Louisiana, if the data is in Utah, I am sure Utah has intellectual laws too.
If Shad has a contract with contribs.org and contribs.org has not be paying him. Then Shad will would likely own all the data property.
And if that where so. Shad holds the control over the data to do as he wishes with it. He can sell it, rent it, destroy it.

From the looks of things, I believe at this point, ClearCenter or  ClearOS has an interest to see the SME project go forward and exist.
So I really believe that Shad having a relationship with the owner of ClearCenter is positive to have.

But like i have said, i do not think Koozali Foundation has rights to the data from what i have knowledge to.

[purvis]

Janet with that said and to be true.
I think Shad should be made executor of the GPL data and if has been decided clearly by a majority of the members.
I think it would be wise for the transfer to be made formal in writing.
And I think Shad should be sent physical letters of approval with xx number of letters with signatures and phone numbers through registerd mail.

That should clear things up.
The letter should also say something to the effect of why this is being done similar to Janet's above posting of the history of the organization.
That should be enough documentation for Koozali Foundation to have in writing and enough to comfort Shad as being an executor of contribs.org data.

Any letter should be specific with intentions so that the signed letter would have value.

[purvis]

I had an aunt die many years ago.
She had been sick for many years and recessed back to life a few times.
Here wishes where not to be recessed back to life any more.

There came that awful day when she was put on an ventilation machine after being transferred from her house with another emergency.
My uncle waited till all family members where there, at the hospital, that could be there, including her mother, my grand mother.
With everybody packed into this larger emergency room that was closed off by door to the rest of the rooms.
Then there was a time to order the removal of the respiration system keeping her alive.
My father, that was his sister,  asked that all the her brothers and sisters and their wives or husbands sign their name under my uncles signature of consent to remove the respirator.
That is a sign of support that cannot be changed and a sign of emotional support too.

Shad has apparently given a lot. This is his baby, even if an abandoned baby and this is easy for us to see.
He has protected the baby like all babies need protecting.

If this is Shad wishes to grant rights to others, or give them all rights.
Then a sign off on that in writing in significant numbers to support that decision would be a good thing to do.
It would be best if two identical papers where signed. One for Shad to keep and another for Koozali Foundation to keep.
This will help keep actions by Shad safe.

Any other assets of question might be handled in similar manner.
I would suppose the contribs.org would be closed by some legal manner.
The tax reports have to be filled don't they?