Re: [tor-talk] Tor Project Corporate Document FOI Request
On 8/8/16, Ken Cline <cline@frii.com> wrote:
"various Licenses and Certificates held"
A corporation can be issued, issue, and hold, various licences and certs, be they from or to, private or public entities, governments, or persons. Could be... vendor / reseller, awards, permission to bid / let [govt or other] contracts, provide services, etc. Use your imagination. TPI knows what it does or doesn't hold. And TPI can be transparent by listing them all proactively instead of requiring community go on phishing expedition for them by name.
"form blanks to be signed by new parties of all types"
TPI has surely asked folks to fill out or sign, and been asked itself, regarding NDA's / [de]briefings, pre / during / post employment blanks, template blanket MOU's, etc. Use your imagination. TPI operates a corporate "office", a corporate office has form blanks for all sorts of uses. In particular when liasing with or initiating new parties of all types. As with the "new docs" someone posted for the future, folks are interested in seeing any similar docs applicable to the past. Only TPI knows what they were named. Those of employment and [process] acknowledgement are certainly higher than stupid petty cash and phone memo forms, come on now :)
[http://corp.sec.state.ma.us/corpweb/CorpSearch/CorpSearch.aspx] "Articles Of Incorporation", "Charter", "Bylaws", and "Operating Agreement".
Except for Bylaws, these named documents do not exist.
No, the state mandated Articles and Annuals exist there. NO!, the bylaws (another name for operating agreement), a highly relavant thing for transparency, do not seem to exist anywhere. Whatever other major structural and procedural docs may exist, who knows. Those are just some of the common names for them. Other people can add other names. Worth nothing is that whether or not any doc is [required to be] filed with government agencies, and whether or not it is publicly available from them once filed... is different from what TPI may choose to publish on its own for the community.
You will find their Articles of Organization and Annual Reports, which contain relevant information.
Regardless, whatever is publicly available or FOIA-able on a government site should also be posted for transparency on TPI as well.
Others are on the Tor Web site itself:
("List of Officeholders", "Executives",
It's not necessarily clear, in a classically hierarchical org chart sort of way, who held all the various high titles and when.
"Voting Members"
NO!, voting and election does not appear to be detailed at all anywhere. Only opaque references to "duly elected" and "adopted". And "member" often means certain things in corporate law as well.
Of course, there are no shareholders
While "non-profit" (its own curiosity to be sure), may hold certain meaning and requirements in certain jurisdictions, the extension of that to concepts of founding / holding parties and redistribution, optionally to achieve "non-profit", may be different. Links to law refs on the topic could be useful for those that didn't already notice a reference to the possibility of that in the Articles (under powers).
precisely which people have voting power will be detailed in the Articles of Organization or Bylaws.
Pointless when the AOI says nothing there, and the bylaws aren't available. Nor can community be expected to wade through MA/US law to see if any particular "Officer" or "Director" is granted unwaivable voting rights under law.
Still others appear not yet available.
Yes.
patience in obtaining the audited 2015 financials.
If TPI's release of particular docs is governed by requirement of law, that's different. But if community can FOIA same from govt, there is no such requirement, and TPI should transparently publish.
"Meeting Minutes covering years 2010 ~ 2015" should be available. I would contact the Tor Project directly (Executive Director's office, maybe).
No user, donor, or interested party should be pushed / required to go private fora like that. It's their right to ask in public, to do so by proxy person or tor etc, and to retain their motivations. And whatever TPI does with such requests is up to TPI. If it's transparent with servicable open fora, it's a non issue. It's also silly to be fielding multiple same requests when a single transparent proactive publication of same will serve everyone. Yes, minutes are very important for transparency. It's extremely unlikely the ED's office did not know, or was not informed, within no more than a few days of the request, probably more like a few hours. Certainly not a few weeks.
The issue you filed in the tracking system was given medium priority, which seems proper
Few could have problem with that. As before, only with lack of ack and general plan of reply.
your request
It should not be considered mine, but a presentment of some community voices / ideas / tasks gone forgotten / unattended over time, into a more prominent and useful form. And with recent events pressing... journalists could easily be added to list of supporting and interested parties. Others are welcome to carry the request forward.
https://www.torproject.org/about/findoc/2016-TorProject-Bylaws.pdf http://archive.is/9tcfa http://archive.is/www.torproject.org Tor Project Inc has quietly without public mention posted one version of its bylaws. However note clearly, as documented within them, that at least three other versions (including the implicit first version) do exist. At least one previous unpublished version of which is highly likely to be contextually relavant to recent #TorGate and TPI affairs in general. Note that TPI have failed to post those versions, indeed all versions, thus again dodging simple community FOI request for same. Requests for minutes of meetings of the board, and other transparency docs, continue to be ignored. Posting of requested finance docs remains a year delayed from actual date of completion and formal / customary submittal deadlines to government entities (ie: dates of which they become legally official, caveat any rare formal revision / correction submittal to such entities). To date it is believed Tor community / interested parties have not observed or journaled any public acknowledgment of or response to said community FOI request by any TPI officers.
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grarpamp