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        The BoD unanimously rescinded the access changes it had made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.

34 responses total.

when am i to be offically notified?  who has physical custody of
the books and other pertinent documents?  how soon can we get started?

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????? 

   Were the books tranferred as was talked about in the Policy conference
a few weeks ago?

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.

If he's not there Saturday, get a court order for the books.

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!

Jerryr, what is the problem?  You don't trust me?  There is no requirement
that the audit committee be composed of any particular group of people.  I
have the ability to use a calculator, I assume krc has the same ability.

Did you volunteer?

   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.

Why couldn't he just bring the books to the board meeting, or does this
require some sort of elaborate ceramony.  I agree that a court order might
be a good thing at this point, if it's the only way to do it.

   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.

jesus burce, it has nothing to do with whether i trust you or not.  as i said
in the first line of my repsonse "no relflection on bruce." but for god's sake
hasn't enuff bullshit flowed over the damn?  can't you see that an audit
committe independant of the board was the best way to go?  and i know for 
a fact that you and krc were not the only volunteers, so it was not 
necessary for you to take on the job. whether or not i volunteered is
immaterial.  

it is apparent that this board acts and reacts in ways that make reasonable
people shake their heads in wonderment.

why do i keep hearing "nearer my god to theee" playing in the backgournd?

   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.

"independant of the board" was my point steve.  nothing wrong with two active
members of m-net reviewing the books....just blows my mind that one of them
would be a board member.

is it unreasonable to expect that this board would do everything possible
to repair the ill will and distrust that have been building up over an
extended period of time?  i think not.  

if i am reacting strongly, i have to share with you that i am not the 
only one doing so.  

the beat goes on......

        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...

i can think of no better ppl than krc and bap for auditing. Also, i *can*
think of about 2 dozen *equal* ppl for auditing, but no better.
  
i also believe that if krc and bap find 'something' they will investigate
the 'something' with necessary and sufficient diligence ... just as any
two of the other 2 dozen ppl would. 
  
if 'something' remains inexplicable ... i would suspect that bap adn krc
would *recommend* to the borg that, even as they are sufficiently up to the
task, that perhaps it would be AGoodIdea (tm) to have an outside look
at 'something.' 
  
 ... and they *may* come to that conclusion anyway .... with a significant
savings to the corporation since bap and krc would have already accomplished
the majority of the work ... organizational and investigative.
  
let em work.

   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. 

Since bap was just elected to the Board at the end of April, and the
audit is of the *Treasurer's* performance, not of the Board's, it is
a bit bizarre to say that bap could be held "legally responsible" even
if the Treasurer (linda, plus craig) had absconded to the Bahamas
with the entire bank account!

   Dave, have the books been transfered yet?

Not yet.  Hope springs eternal!  8-)  I expect the Audit Committee
to get them rather promptly, from talking with Kathleen and Bruce.
        My own priorities have been to let craig concentrate on
getting the System back up, quite frankly.  The rest is just an
"epiphenomenon."

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.....

   Well, we don't know that yet, do we?  It could be that the
information hasn't been posted here yet.
   I hope.

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

thanx, brian, glad someone else caught that.  i was with krc last nite and
she still has no idea where the books are.  i hope i am not reacting too
strongly .... again.

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.

From what I've seen (on the dismal mnet policy conf?), it was said that 
craig wants to give over the books and then be right there to "answer any 
questions". (I think dpc posted that note).

I also remember waaaay back when they asked for an audit team, there 
*was* a request for users rather than Borg, but <shrug> at least linda 
and craig are not one of the team..

hmm... if and when the books are obtained, we need to hit a local pub, 
spread the books out, order beer by the pitcher and have a party - a working 
party! (BYOC&W - Bring Yer Own Calculator & Worksheets! ;-)

   i'm getting mighty fed up with craig's failure to turn over the books.
also, it seems like craig is waiting for the audit committee to wait for *his*
convenience before turning the books over. that's not the way the real world
works. (and is it just me, or does having craig there when the audit's
performed also sound like a bad idea?)

   i've made a more than reasonable offer, in three items in three conferences
on two systems, to arrange for delivery of the books at no cost to craig, dpc,
krc, bap, or arbornet. what's the $#@!*&% problem here?!?!?!?!?

in a word - craig.

craig being present is definately a bad idea.

I posted this on mnet...  Craig should not be permitted to be present during
the business of the audit committee.  It is a clear conflict of interest and
can be construed as an attempt at intimidation.

krc and bap are more than capable of formulating their own questions, and can
pose them to craig, or anyone else appropriate, for explanation.

   you're right, but krc and bap can't do a darn thing without the books. when
will they be turned over?

If and, hopefully, when, we get the books, my plan (which dpc thinks is just
fine) is to have Craig there for the first meeting to show us the program he
has devised for the accounting and explain the setup.  Then, Bruce and I will
have however many meetings it takes to go over the books carefully and
thoroughly.  If we have any questions, we will then have another meeting with
Craig to obtain answers.  After that, and only when we are completely
satisfied with the results, will we post our report.  By completely satisfied
I do not necessarily mean that everything will be right and tight, but merely
that we are satisfied we have our facts straight and our conclusions are
valid.

<<that sounds mighty 'responsible' ... guess i'll jsut wait a bit>>

        krc, have plans been made for the turn over of the books?

Sure, lotsa' plans - all of them require Borg or "mover/shaker" member
participation OR the willingness of Craig to participate..

bahhhh...... let 'em sink into the anus of history..

Pfv is right.  Plans and moreplans have been made and sunk.  Unfortunately,
Craig's cooperation is not an alternative.  It's a necessity.  But other
alternatives are being investigated.  <beg>

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