Hi Derek, I'm happy to weigh-in since I have some pretty deep knowledge of the situation.
Also, I need to be clear and say that I don't speak for LOPSA or the Board. I speak for myself, a LOPSA member. Also, I don't speak for PICC or its Board, either. To give background to this discussion, the responsibility for making conferences happen has been, up to this point, split between the local group leadership (which in the case of LOPSA-East, is LOPSA-NJ, and in the case of Cascadia IT Conference, is SASAG) and a New Jersey-based not-for-profit corporation called Professional IT Community Conferences, Inc, aka PICC. There were three directors of PICC. William Bilancio, Tom Limoncelli, and myself. It was decided after LOPSA-East of this year that PICC should shut down for reasons personal to PICC management. Since LOPSA local chapters aren't incorporated (or at least, these aren't), it's unrealistic to expect individual members of the community to assume a financial risk of tens of thousands of dollars to organize a conference, so when evaluating what could be done, the idea was raised to have LOPSA itself be responsible for its own conferences, entirely. Still, the financial risk is immense. LOPSA-East costs between $60,000 and $70,000 to put on, and that's double what LOPSA has in the bank. Not to mention that it's very likely to be considered "unrelated business income", and thus it could put LOPSA's 501c3 status in jeopardy. The clearest path forward which allowed both the conferences to continue and LOPSA to not risk financial ruin, should something unforeseen present itself, was LOPSA forming a subsidiary. Since the subsidiary would not easily qualify for charitable status, for-profit seemed to make sense. For anyone who is unfamiliar, the way it works when a non-profit owns a subsidiary is that the shares of the subsidiary are owned entirely by the parent organization, and the subsidiary's board of directors is selected by the parent. There is no day-to-day micromanagement of the subsidiary by the parent - to do that is to pierce the corporate veil, which is likely to result in the parent losing their tax-exemption. I can tell you that nothing is written in stone, and you can be certain that it's something that we're going to discuss at the face to face. We have been operating under the assumption, based on observation, that hundreds of people have to come to rely on the existance of these conferences, and that they contribute a net positive to the community at large. There are, of course, possible alternatives to spinning up a new organization, and I've investigated some of them, but this solution can solve a lot of problems while having LOPSA contributing something positive. At least, that's how I see it. Does that answer any questions? Anything specific that you'd like to know that I can tell you? --Matt On Thu, Jul 31, 2014 at 8:45 PM, Derek Balling <[email protected]> wrote: > > Reading the June 30[1] and July 14[2] minutes, I see we're talking (at the > board level) of setting up an entire subsidiary (for-profit) for running > conferences, seemingly because PICC (aka "LOPSA-East") is folding up shop. > > I'm a little concerned that this initiative seems to be moving somewhat > "full steam ahead" without the membership being actively approached about > the idea of what amounts to a significant change in LOPSA's corporate > structure. > > I'll concede that this is a set of circumstances the existing by-laws and > policies don't even foresee, so I don't "blame" anyone for this lack of > communication (pedantically, there appears to be no obligation to do so), > but I'd still like to se a larger discussion about this topic before it > just happens in the vacuum of the board meeting. > > D > > [1] http://governance.lopsa.org/Board_meeting_Minutes/30_Jun_2014 > [2] http://governance.lopsa.org/Board_meeting_Minutes/14_Jul_2014 > > > _______________________________________________ > Discuss mailing list > [email protected] > https://lists.lopsa.org/cgi-bin/mailman/listinfo/discuss > This list provided by the League of Professional System Administrators > http://lopsa.org/ > >
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