[haiku-inc] Re: Is Haiku Inc. operating in accordance to NY state law?
- From: Karl vom Dorff <karlvd@xxxxxxxxx>
- To: haiku-inc@xxxxxxxxxxxxx
- Date: Tue, 30 Sep 2014 21:31:33 -0400
So, I am going to go out on a limb, and say that Haiku Inc. is not
operating legally, by failing to have by-laws, and by failing to have
annual meetings to elect directors. It just cannot be that the same five
individuals can re-elect themselves or change responsibilities perpetually.
Even Ryan's flower/garden committee or the condo board I was on is run more
effectively than this, sadly. It is not fair. Maybe people just do not
care, but they should when they sign up for such a responsibility.
This should be on the conscience of each director at Haiku Inc. (and is on
record here) because they have due diligence to follow what is mandated by
New York State for not for profit organizations.
I think a high priority should be placed on how elections are run, and who
may vote in these elections (hence by-laws). IMHO, donors above a certain
threshold and developers with commit access would be a fair representation
of the community with a vested interest in Haiku, and thereby should
receive voting rights to elect a board of directors. Elections signify
accountability, and I suspect much would change in a new election.
Perhaps this is why Haiku is so boring in the first place (my opinion).
Public elections, voting rights, regular board meetings (quarterly), etc.
Things done more democratically. It would bring some excitement to Haiku
and make people feel more involved.
On Tue, Sep 30, 2014 at 8:28 PM, Karl vom Dorff <karlvd@xxxxxxxxx> wrote:
> Well I asked, because I read the original certificate posted on Haiku
> Inc.s website, and there is nothing in this regard (by-laws). But, if you
> have a copy or draft kicking around somewhere, that would be great.
>
> http://haiku-inc.org/documents.html
>
> Secondly,
>
> "*In addition, a meeting of members must be held annually for the
> election of directors and the transaction of other business on a date fixed
> by or under the by-laws. (See Section 603 of the Not-for-Profit Corporation
> Law*."
>
> Perhaps there were meetings, but the last documented one was in 2011!
>
> http://haiku-inc.org/documents.html
>
> I just think this is not running as legitimately or efficiently as it
> could and should be.
>
>
>
> On Tue, Sep 30, 2014 at 8:21 PM, Urias McCullough <umccullough@xxxxxxxxx>
> wrote:
>
>> On Tue, Sep 30, 2014 at 4:54 PM, Karl vom Dorff <karlvd@xxxxxxxxx> wrote:
>> > "The existence of the corporation begins upon the filing of the
>> Certificate
>> > of Incorporation with the Department of State. After the corporate
>> existence
>> > has begun, an organization meeting of the initial directors designated
>> in
>> > the Certificate of Incorporation must be held for the purpose of
>> adopting
>> > by-laws, electing directors and the transaction of any other business.
>> (See
>> > Section 405 of the Not-for-Profit Corporation Law.)". source
>> >
>> > Can Haiku Inc. please confirm whether they adopted by-laws at the
>> initial
>> > meeting?
>>
>> Other than the certificate of incorporation papers, I'm not sure I've
>> ever seen different bylaws that were created by Haiku, Inc. (and it
>> seems Mr. Phipps confirms this)
>>
>> They don't state *how* the board is elected - so we may have to amend
>> that very soon. They do however state the purpose of the organization,
>> how funds are to be handled, and how dissolution is to be dealt with.
>>
>> Some items have been amended via meetings since then, such as the
>> board of directors, official address, etc.
>>
>> > I do find the situation somewhat questionable that the same board of
>> > directors have been at the helm of Haiku Inc. (whether legal or not)
>> for so
>> > long. Also, that there are only annual meetings.
>>
>> > There has been interest here to form these By-Laws. If the current
>> board is
>> > incapable, and NY state law says by-laws are mandatory, then perhaps a
>> > committee should be set up to advise the board.
>>
>> Well, the bylaws could basically state that the current board of
>> directors is in charge of electing the subsequent board of directors -
>> which is a perfectly viable option for bylaws. This is basically what
>> has occurred thus far, but I haven't seen it documented as such.
>>
>> That would quickly fix the "loophole" you're calling attention to.
>>
>> What it seems we are *not* doing, is having the annual meeting to
>> re-elect the board of directors. This apparently needs to start
>> happening. As such, since the source you quoted does say that an
>> annual meeting is mandatory, I think we're out of compliance at the
>> moment.
>>
>> > This concerns me less, and I do not know what the arrangement is with
>> Adrien
>> > and Haiku Inc. either, but this is interesting i.e worker's comp:
>> >
>> > "Non-profits which have paid staff must comply with minimum wage laws,
>> and
>> > with the requirement in most states to obtain workers compensation
>> > insurance." source
>>
>> This usually only concerns actual employees. For contract employees,
>> Workers' Comp insurance is generally unnecessary. If it was, then
>> every time you pay someone to produce work product for you on the
>> internet, you would be forced to pay for workers' comp insurance on
>> that individual. This would be an insane situation. If Adrien was
>> working in an office environment provided by Haiku, Inc. while doing
>> contract work, then things might be a little murkier. Also given that
>> Adrien doesn't even live or work in the U.S., I'm pretty sure that's
>> completely out of NY jurisdiction.
>>
>> There are also some Workers' Comp requirements for volunteer staff,
>> but this usually revolves around certain job duties, such as volunteer
>> firemen (and other high-risk jobs), etc.
>>
>> Considering I write insurance policy management software for a living
>> (including Workers' Comp), and have been doing so since 2001, I feel
>> pretty safe making these statements :)
>>
>>
>
>
> --
> Karl vom Dorff
> BScH Biology (German Minor)
> numbdesign.com
>
>
--
Karl vom Dorff
BScH Biology (German Minor)
numbdesign.com
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