Possible Conflict of Interest (COI) Issue

I am being asked why this was not addressed previously, so let me clarify a few points to prevent confusion and misunderstanding. And, for those wondering about my status..I resigned from susan-boyle.com after the 4th time that I was locked out without cause. I am still a member of the Susan Boyle online community and I remain involved in legal matters addressing criminal actions in this community.


On July 28, 2010, the first Board meeting was to be held.

Cicichi (as the first to accept a seat) was to start that meeting. I provided technical assistance to Cicichi and she set up a separate Campfire Chat account - private from all (including me) except the Board. As she had never chaired such a meeting, I also wrote and sent her a draft agenda.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Cicichi,
Here are some notes to help with chairing the first Board Meeting.
I'll send supporting documents in about an hour.
Chris

What Must be Done at the First Board of Directors Meeting?

1. Call The Meeting To Order
2. Roll Call/Introductions
3. Election of officers
(typically start with suggesting the highest ranked person (Tink-Admin) as Chairman - then ask for nominations/volunteers for the rest. Not required, but it would be nice to have a mix of Staff/Non-Staff. It may also be a good idea to have the secretary be USA based as the registrar in Delaware will need to mail any corporate docs to the secretary)

Chairman
Vice Chairman
Secretary
Chief Financial Officer

4. Chairman may take over from here
5. Authorize the Secretary to take minutes
6. Authorize the Chief Financial Officer (or the officers of this corporation) to open a bank account in the name of the corporation
(see bank notes below )
7. Acknowledge (approve) the name SBFII
8. Acknowledge (approve) the corporate address (registrar)
9. Acknowledge that the Articles of Incorporation have been filed
10. Approve the corporate by-laws

11. Approve the conflict of interest policy and require all board members to sign the policy. (these do not exist yet, perhaps assign someone to write a draft?)

12. Buy the site(s) from MJ

The board may have other specific business to discuss in addition to these
typical organizational resolutions.

After the meeting, the Board Secretary should distribute the minutes of this meeting for approval, and after approved, place them in the corporate records book.

BANK SELECTION NOTES
(the Board can select one of the two banks recommended below, or choose another)
note : edited the rest of bank notes collected from Kalua and Dyebat
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

I have been told by a Board Member in attendance at that meeting that PT did address the COI. She asked who would like to work on a COI statement with her. Cicichi volunteered to do so.

note #1
PT did not initially disclose to Dyebat that she also held an Admin position at the OS. Dyebat and I were not aware of this potential conflict of interest until PT informed me in a PM on July 14, 2010. "My gut tells me that a few folk know that Jessie and Tink are the same person and that this was an attempt to cause trouble. Using my dual role could be seen by the malcontents as a conflict of interest and abuse of power -their favourite phrase - and they will not see the benefits of the links between the two sites. "

note#2
The Bylaws were originally drafted by Dyebat and placed in a writeboard in the SBFII Basecamp Project Management area where all staff had access..to comment and/or modify. Many commented and changes were made based on staff and admin comments. The final draft was given to PT and she made a few final changes.

note#3 AMENDMENT OF BYLAWS
These by-laws may be amended by the voting membership of the organization at its regular annual meeting by a majority of the members voting by electronic means which limit each person to one vote.
There is nothing to prohibit bylaws being amended at other times, as it does not state that by-laws may only be amended...at its general meeting, or any other restrictive language.


note#4
Kalua is a stickler for any and all legal matters, however minute, in regard to the SBFII sites. Yet dismissive of requests for universally accepted levels of requests for transparency, disclosure, financial transparency, and other legal issues regarding SBFII itself.

There is simply no good reason for such resistance to SBFII having a COI statement, or disclosure of lender names/amounts and repayment. Lenders were never to be anonymous. The resistance to adhere to the original agreement makes it appear as if there is something to hide.

February 2010:  A thread suggesting gifts to buy Susan was active on the forum. I posted that we consider donating to a charity on her behalf instead. As there was some interest, I created a Kiva lending group. Many celebrities/groups have lending groups. Kalua notified me that this was inappropriate to discuss on the forum, so I created a separate website on February 28, 2010 for the Susan Boyle Kiva Lending Team.

Kalua then informed me that I needed a disclaimer at my new site and for my team (the other celebrity teams don't seem to need disclaimers). I thought this odd, but agreed. We then went back and forth a bit, as Kalua insisted the disclaimer cover a lot of ground.

Here is the disclaimer Kalua approved:

This project is not associated with Susan Boyle, nor any of the individuals or companies associated with or managing Susan Boyle, nor with any existing Susan Boyle fan sites.

Why not use something similar as part of the COI statement for SBFII?

All Administrators and Directors and Officers and Members of a Committee with Board Delegated Power should disclose any and all agreements and/or financial interest with Susan Boyle or with any of the individuals or companies associated with or managing Susan Boyle, or with any existing Susan Boyle fan sites.

To simplify the process, use the IRS model Conflict of Interest policy as a template, which is an attachment to Form 1023. Edit as necessary.

It should be obvious by now that the only reason that this process is taking so long and is so much work is that some are working against it. Still.

By-law Revision

It has been nearly a year since I drafted the original by-laws for the Susan Boyle Fans International non-profit organization which runs the susan-boyle.com fansite, forum and the SuBo stores.

The revised by-laws will soon be presented for adoption at the first annual general membership meeting.

Although I resigned from the fansite some months ago, I still feel a responsibility to inform members of an important change that needs to be made in order to ensure that the organization does not jeopardize its non-profit status.

The original mission statement read that the purpose of corporation was "promoting and supporting the singer Susan Boyle". However, shortly after submitting the draft mission statement, lchris and I discovered that it was necessary to change the wording in order to obtain the non-profit status. It should be "promoting and supporting the fans of the singer Susan Boyle", or "promoting and supporting the fandom of the singer Susan Boyle".

We researched and/or spoke with existing non-profit fan clubs that were approved by the IRS, non-profit consultants and lawyers, The Company Corporation (the registered agent for SBFII in Delaware, where it was incorporated), and 3 levels of the IRS.

Of course, fandoms promote and support their team, singer, actor/actress; that is what fans do. Yet, written as originally submitted, the IRS will interpret "promoting and supporting the singer Susan Boyle" as though SBFII is directly involved with supporting the commercial entities that make up Teams SuBo. The IRS would reject the request for SBFII's non-profit status.

The wording change is not optional. If SBFII is to be awarded non-profit status, the wording change is a requirement.

There are other changes that could be made to the by-laws; that's normal for any corporation, and should be carried out by the members and the Board.

This one, the change in wording of the Mission Statement, is crucial to the original purpose for which we represented the members in buying the site.

That purpose (as stated publicly on the forum to all before we agreed to collect pledges and place a bid on behalf of members) was to form a non-profit corporate entity which would own the site(s) for the benefit of its members, with a Board of Directors that would manage the site(s).

Staff and the subsequent Board were informed long ago of this Mission Statement change and why it was necessary. Perhaps, with all of the many issues to tackle and tasks to complete, this item has been forgotten or overlooked?

We bring this to the attention of all members of the Susan Boyle community, and have emailed this post directly to the Admins and Board Members.

With Best Regards,
dyebat and lchris

Progress Report : If something is worth doing, it's worth doing well

By now, many of you are aware that Knudt is currently reporting the findings from her investigation of the July 18 incident. This investigation and report is, frankly, what the Board promised members, yet failed to deliver. The complete report will be made available to all members as a PDF, with a summary. At that time, we will also hold a question/answer/discussion session. Meanwhile, you can submit questions here.

Why Knudt?
Knudt was already investigating the incident through publicly available data, was close, and was interested in getting to the truth. Knudt is logical, fact-based, focused, and detail-oriented. And one step removed from the direct involvement that Dyebat, CL, and I had in this incident.

Dyebat, CL and I are grateful that Knudt was willing to spend so much of her time to do this part for us, and for all the members of the Susan Boyle online community that wanted to know what really happened back in July.

Knudt spent months sifting through a variety of data, interviewing people, and asking questions. She did not begin posting until she was sure.

Why are these investigations taking so long?
The simple answer is that a number of people have gone to a lot of trouble to create confusion, distractions, and cover up the truth.

Why should we believe you?
Dyebat and I certify that the data we have collected (and/or have shared) is unaltered by us. Personally, I have kept copies of all data intact, all PC's used during my involvement, all email accounts and BaseCamp and CampFire accounts active for any potential legal investigations. In short, we stand behind our data and our findings. We stand behind Knudt and CL's integrity. We welcome any legal inquiries or investigations. Just be advised and aware that we have more data that cannot be posted publicly.

Dyebat and I will have more comments when Knudt's reporting is completed.

Corrections to Mirrim's Post of February 17th

I have just been sent a post made by Mirrim at the susan-boyle.com forum on February 17th. I'd like to address a few items. The italicized snippets are quoted from the post.

1. "A "takeover" was not by the "DJG forum" but influence was asserted by some members of a different fan forum, some of whom were members of DJG's site."

Actually, Mirrim, only 1 member of that 'different' site whose username was Zenneo* (AKA the cyber-bully, cyber-stalker) was spreading the lie that there was to be a takeover attempt of the susan-boyle.com forum by members of that 'different' site. You fell for it, as did several Staff, Admins, members. Then you all took direct actions to disrupt the forum and the members. Then you all covered up that you were in any way involved and protected the cyber-bully and blamed others.

Knudt will report her findings soon, so I won't go into details on that here. I will state that I personally believe that you were acting on the belief that you were protecting the site. I wish you would have at least mentioned that you were corresponding with the cyber-bully and how that affected what happened. Why are you all still protecting him?

*Mark Conner, Orgonon, Orgonon P,

2. "As an aside, I would urge the individual (a former mod) who gave text of MSN conversations to non-participants to buck up and identify herself here and state the purpose behind her doing so. "

I have stated numerous times that at least one copy of that MSN conversation was distributed (unwittingly) by JudyOkla back in May of 2010, and I did share it with a few people. That most likely explains how that particular chat was spread.

The other data being published online has been collected by members and former members through several permission error incidents that allowed access to the Staff Room.

note: edited to add part of CL's response from the comment area..

"Several 'staff' knew the cyber stalker troll as walkerd, John, Mark, John Parke and John/Mark Brabban under his male aliases. His female aliases included Jenny, Zoe, Carol, MaryAnn and Brenda.

It is plain to me that even now, some members and ex-staff members are still not clear that we are talking about just one cyber troll who used all these names!"