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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.
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