Board Actions at July 17 meeting - Quick Summary

Jul 18 17:25 UTC 1996

        Here's a fast summary of the major actions the BoD took at
its July 17 meeting.  All the Directors were present except Chris
Clair, who is still in California.
        The BoD unanimously rescinded the access changes it had made
in the Party program at its June meeting.
        The BoD Appointed Bruce Price (bap) and Kathleen Conat (krc)
as members of the Audit Committee.  Congrats (and condolences)!
        We decided to lower the price of the manuals to $10 from $15
for manuals sold at the Art Fair.  We also extended the length
of the free patronship that comes with the manual from two weeks
to a month--Art Fair sales only.
        Karyl Stein gave an upbeat report on M-Net.  He is about
ready to open it up to the public; probably by Friday 7/19.  He
and craig are going to get together with Coast-to-Coast Net ASAP
to fix our ISP's problems with mail and telnet.  Yes, these are
CtC Net's problems and not ours.

response 2 of 34:

Jul 18 20:03 UTC 1996

no reflection on bruce, but with what form of wisdom was it decided that 
someone who may be held accountable for any abberations found in the 
corporate books by virture of being a board member, should serve on the 
audit committee.  hasn't anybody heard of caesar's wife????? 

response 4 of 34:

Jul 19 00:44 UTC 1996

Check your mail, krc.   8-)  Craig keeps getting sideswiped by bizarre
demands from his bosses.  Last Sunday he was ordered to pick up some
Germans at the airport.  Anyway, the latest turnover date is this
Saturday, at High Noon, at the gala Art Fair Booth Building Party.
        Anyway, krc and bap, as the two Audit Committee members,
are in charge of setting up the Committee meeting, I presume.

response 6 of 34:

Jul 19 02:33 UTC 1996

i really didn't expect an answer to #2.  does anyone else feel that this 
has gone beyond the point of what reasonable people will swallow? dang!

response 8 of 34:

Jul 19 03:18 UTC 1996

   I think the combination of bap and krc for the audit committee
will work just fine.   I only hope they get the books, thats my
concern.

response 10 of 34:

Jul 19 08:42 UTC 1996

   i've said it before, and i'll say it again: if necessary, i will take an
afternoon off and drive dpc to craig's house to retrieve the books and
related documents, or arrange for dpc to get a free cab ride, or arrange for
the books and related documents to be picked up and delivered by paratransit.
any of those should be good enough to get the books...i'm *not* springin' for
a limo. (and i shouldn't even have to make the offer, but there it is.)

   get the books so they can be audited. do it now.

response 12 of 34:

Jul 19 18:04 UTC 1996

   Hmm.  I think you're reacting a little to strongly Jerry, but maybe
thats just me.
   Now, it might be that an indepandant audit is in order.  But Whether
thats true or not, there isn't anything wrong with two active M-Net
people doing the "first pass" of an audit.  If anything, it'll be
faster.  That will give people a general sense of better knowing the
status of things.  Then, another audit can be done if desired.

response 14 of 34:

Jul 19 23:30 UTC 1996

        I'M not pointing fingers at anybody, but I feel jerryr's point
is valid. Seeing as the distrust level regarding the political process
on Arbornet is so high, the BoD should have made EVERY EFFORT POSSIBLE
to make the audit *independant*.

        No reflection on bap's integrity meant...

response 16 of 34:

Jul 20 12:10 UTC 1996

   no one has accused bap of not being trustworthy. bap's personal reliability
is not the issue. what *is* the issue is that bap is a member of the current
board. as such, he (along with all other currently sitting board members) can
be held legally responsible for anything that may be wrong with the books.
for that reason, and that reason alone, it would have been wiser to have the
audit committee entirely made up of non-board members. 

response 18 of 34:

Jul 20 21:28 UTC 1996

   Dave, have the books been transfered yet?

response 20 of 34:

Jul 20 22:17 UTC 1996

i guess dave is right, a board member seated in april 1996 would have
no worries about being sued by a disgruntled arbornet member for failing
in their fiduciary duties to the corporation.

i see that high noon on the 20th has come and gone and there still is
no transfer of the books.....fade up the organ music.....

response 22 of 34:

Jul 20 22:30 UTC 1996

#19 was posted after high noon on the 20th and, according to Dave, he 
does not have them.

response 24 of 34:

Jul 21 16:27 UTC 1996

I agree with most of the sentiments above.  In the firswt place...WHERE ARE
THE DANGED BOOKS NOW?!?  Why this (further) stonewalling?

I have utmost confidence in Bruce, and, although I agree it would be best for
the audit committee to be composed of non-BoD members (I thought that was a
requirement, but I haven't searched for a cite), I think Bruce has a posture
which will pursue any leads which may need to be followed to unravel any 'can
of worms' encountered.  I know krc will do so as well, and is capable of
seeing connections/leads/etc which may be so subtle as to evade the first
glance of less exerienced scrutiny.

If inconsistencies are identified and _not_ followed-up/corrected, then bruce,
as both a member of the audit committee and responsible BoD member would
certainly have legal risk.

I think there should also be an independant, outside, review of the financial
situation either before, during or _immediately_ after the audit committees
work is completed.  No reason copies of documents can't be provided to an
accountant who can work independantly of the audit committee and provide the
real level of certification required to regain confidence in the books.