Board Appointment of Last Place Candidate to Empty Board Seat

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ETA November 23, 2015: The 2015 Board has resigned, effective December 15. They will be replaced by Atiya Hakeem and Matty Bowers, who will join the Board no later than December 1.

ETA2 November 23, 2015: Due to these unusual events, Elections Staff released the ranking information about this year’s candidates with permission from 5 of the 6 candidates. However, as our goal is to promote an equal and harmonious Board of Directors, we do not intend to reveal this information in future elections unless a situation like the one we witnessed last weekend happens again.

On 14 August 2015, the Board voted to change the size of the Board from 9 Directors to 7. Before this vote, the Board informed Elections that only 2 seats would be available to be filled this year. This is complicit with Article V, #3 of the by-laws, which states that at least 2 Directors must be elected yearly, and if the Board has 7 or more Directors, at least one-third of the Directors must be elected yearly.

On 16 September, the Elections Chair pointed out that, since it is possible to elect more than the minimum requirement in a given year, we had an opportunity to revitalize a shrinking Board due to the unexpected candidate turnout this year. (There was initially a total of 8 candidates.) The Board overruled this, with Andrea Horbinski replying as follows: “The Board has voted to set the size of the board at seven directors. Since we elected three people last year, we can elect two people each this year and next year and easily be on a regular schedule–the same one we were on before the size of the Board was increased to nine.”

Later, the Board removed Nikisha Sanders from the ballot. Again, the Elections Chair protested and was overruled by the Board. Subsequently, Dan Lamson withdrew his candidacy.

6 candidates ran in the final election. They were voted on and ranked by members in this order:

  1. Matty Bowers
  2. Atiya Hakeem
  3. Alex Tischer
  4. Katarina Harju
  5. Aline Carrão
  6. Andrea Horbinski

The 5th place candidate, Aline, received 2.89 times more votes than the 6th place candidate, Andrea.

Today, the Board held an Open Board meeting in the publicly accessible Public Discussion channel. Despite not warning the volunteers, members, or Elections Committee that this vote was expected to take place, the Board voted in favor of Andrea Horbinski returning to the Board to finish out the term ending 31 December 2016, which was vacated at the end of 2014 by Anna Genoese. Andrea Horbinski, Margaret J. MacRae, Cat Meier, and Jessica Steiner voted in favor, Eylul Dogruel abstained, and Soledad Griffin was absent. You can read a transcript of this vote and the resulting reaction at this link.

In 2010, a similar situation occurred when a Board member retired immediately after that year’s election. At that time, the next-place candidate, Hele Braunstein, was brought in to fill the seat. Precedent, common sense, and ethics dictate that the membership’s choices in an election be considered and respected. The Elections Committee supports the appointment of Alex Tischer to the Board to fill Anna’s seat. If Alex does not wish to take on the position, we support the appointment of Katarina Harju or Aline Carrão, in that order.

  1. g commented:

    Thank you for this post and your explanation!

    Given that the entire board has now resigned is it likely that Alex Tischer, Katarina Harju, and Aline Carrão will be offered three of the remaining five seats (with terms TBD since the board has to have a third of the seats up for election at a time so they presumably can’t all have full terms) and then to hold a special election for the last two seats once the new board has taken up their positions? Or … something else?

    • Kiri Van Santen commented:

      Hi, g!

      I replied to your other comment, but I’d like to copy my answer here for visibility:

      The two newly elected board members, Atiya Hakeem and Matty Bowers (alphabetically), will definitely be taking their seats. Regarding the other open seats, we’ll be posting updates as soon as we have them.

      Kind regards,

      Kiri Van Santen, OTW Communications Committee Co-Chair

      • g commented:

        Thanks so much for your response! I wasn’t expecting anyone would immediately know what the procedure would be for the newly empty seats, but I wanted to at least ask. *g*

      • Pslasher commented:

        For what it’s worth, I would support Alex Tischer, Katarina Harju, and Aline Carrão stepping up to the Board, and I’m sure a lot of other people would as well. I was very excited about them all!

  2. melissa commented:

    what does this mean for ao3 as a website? does this affect it at all?

    • Kiri Van Santen commented:

      Hi melissa,

      AO3 is not in any danger. The OTW’s staffers and volunteers will continue to work as usual, and the new board members will take their seats early to ensure the stability of the organisation.

      Kind regards,

      Kiri Van Santen, OTW Communications Committee Co-Chair

  3. Denise Paolucci commented:

    If the about-to-be-seated Board would like some consultancy on how to prioritize putting out the things that are immediately on fire and/or revamping the org for effective collaboration, I will cheerfully and happily volunteer.

    • Doctor Science commented:

      I would *love* to see OTW take shameless advantage of Denise’s experience.

  4. Mab Browne commented:

    Thank you for posting this. The information in the post, and the fact that it’s been posted at all, is most enlightening. I wish the new board members good luck.

  5. Doctor Science commented:

    IMHO the first priority of the new Board should be an audit. The lack of financial transparency and accoutability [ see discussion at is worrying many of us, and may even be threatening our 501(c)(3) status.

    • sanders commented:

      The 2014 990 was filed on time and the org’s tax status is in the clear. When filing the taxes, I elected to take the automatic extension to an August 17th deadline. The IRS’s initial deadline for nonprofits with a fiscal year ending on 31 December is 15 May. They offer an automatic, no questions asked 90 day extension to any organization that wishes to take it. This year, due to the 15th falling on a Saturday in August, the deadline was 17 August. As the filing deadline has typically fallen right after fundraising drives and during the preparation of the annual report, I took the extension and electronically filed the return in August, and received the IRS’s notice of acceptance on the 17th.

      A copy of the 990 as it was filed was sent to the Board of Directors as a .pdf, and should be available from them by request. They are legally required to provide it to any who request it. Copies of the previous filings from 2008 forward should also be available, as copies were preserved in the Board and Finance document vaults prior to my dismissal. If Board will not disclose them, I suggest contacting the Legal Committee and making a request through them.

      Personally, I agree with the priority of an audit. The implications of improper bookkeeping frankly piss me off because I did my job, down to spending hours searching out a seven-cent discrepancy in an annual report, and the two Treasurers before me also did their jobs with integrity. There’s not a penny of spending or income that wasn’t properly accounted for as of the day I left the position.

      ~Nikisha Sanders, former OTW Treasurer

      • ellie commented:

        Would you mind if I ask what “properly accounted for” actually means in this context, given that the org has been lacking fundamentally important documents such as budgets for, as far as I’m aware, basically the entire time it has existed? I mean: what sort of documents and receipts were routinely kept/checked/signed off on and how were bookkeeping standards met?

        • sanders commented:

          In context it means receipts were kept and accessible to multiple members of the Board, all expenditures and income were tracked and recorded into Quickbooks and properly reported to the IRS. Regular public reporting as required by the bylaws was undertaken, and informal reports were provided within the org as requested. The documentation of accounts was held to standard common accounting practices.

      • Anon Volunteer commented:

        Is that why you never made a budget and left hundreds of thousands of dollars sitting in two separate Paypal accounts?

        • sanders commented:

          An organizational budget was produced in 2014 and drafted for 2015. Prohibitions on how requests for funding could be solicited from committees issued by the Board prevented the 2015 budget on which I worked from being completed.

          Hundreds of thousands is a grossly inaccurate number when funds were routinely moved to the bank account, and the balance of the primary PayPal account only topped 100K in the immediate span following the October 2014 drive and in the months following the 2015 spring/fall drive. The latter situation arose from two factors: the FDIC insurance limits on banking accounts, and the possibility of shifting the org’s accounts either to incorporate investment and savings accounts seeded with that money or moving to an entirely new bank.

          • Anon Volunteer commented:

            Why was Paypal preferable to an uninsured checking account, given PayPal’s well-known habit of randomly freezing accounts for no reason (let alone TOS violations like, oh, a single legal entity possessing multiple accounts)? Why was “multiple PayPal accounts” EVER something you even considered? As soon as some form of non-checking account was needed, a savings account should have been the first thing on your mind.

            I echo the below sentiment: you and the outgoing board deserve each other. The way they barred you from this year’s elections was unethical, but I’m glad you didn’t get to run — I just wish they’d had the guts to tell you to your face why they didn’t want you instead of pulling the ridiculous Mean Girls bullshit they did.

          • Jenny Scott-Thompson commented:

            Is the 2014 budget still available anywhere, or could it be published, at least internally if not externally, for historical record? That and the 2015 draft could be helpful to the team working on the 2016 budget, and having it public would be of use to interested members comparing to the 2016 one when it gets published.

      • Anonymous commented:

        That’s why the org had six figures sitting around in 2 Paypal accounts but almost lost because you couldn’t be parsed to pay the bill. You and the soon to be ex Bocard deserve one another.

        • sanders commented:

          There was no point at which the bill for Fanlore or any of the other sites went unpaid. There was one instance of a provider’s payment portal being down for maintenance in March 2013 and delaying a payment, and one instance of an internal ticketing system being shut down for fewer than three hours due to miscommunication about the renewal date and technical complications in making the payment in 2014.

          The balance of the Paypal account was routinely shifted to the org’s checking account with a practice of leaving between five and ten thousand dollars in the account in the case of emergency payments needing to be made. When the balance of the checking account exceeded the FDIC insured limit of $250K, the Board opted to leave the PayPal account at a higher balance.

          • Questioning commented:

            PayPal accounts are not FDIC insured at all and PayPal has frozen accounts and prevented access to funds before, so why was PP preferable to the bank account for such a large sum of money?

            And why are there two PayPal accounts when it’s against PP TOS?

          • moljn commented:

            From, emphasis mine:
            “All deposits owned by a corporation, partnership, or unincorporated association AT THE SAME BANK are added together and insured up to $250,000, separately from the personal accounts of the owners or members.”

            If the Board worried about insurance, they should have opted for an account in a second bank. It’s as simple as that.

  6. Pslasher commented:

    As a member of the OTW, I don’t believe any of the 2015 Board should be allowed to continue to serve the OTW in ANY capacity. Their completely unethical behavior is unacceptable, and I don’t feel we can trust them to behave with integrity in any position going forward. Further, I don’t feel the other OTW staffers and volunteers should be forced to work with people who have so clearly put their own agenda above the needs of the Org. I know that you can’t publically discuss an ongoing “Human Resources” type issue, but I would completely support a choice to let them all go. I have every confidence our new Board members and the other staffers will make the right choices.

    • Kiri Van Santen commented:

      Hi Pslasher,

      It’s just been pointed out to me that I’d misread your comment. I apologise for my mistake. You’re correct that personnel issues can’t be discussed publicly, but we thank you for your input and for your confidence in the new board members and existing staff!

      Kind regards,

      Kiri Van Santen

    • LK commented:

      Agreed. Their lack of professionalism and ethics and their demonstrated and ON THE OPEN RECORD preference for putting personal relationships and feelings above the reputation and best interests of the OTW puts any further work with or on behalf of the organization into question. When they forced Nikisha Sanders to resign from her officer position, they manufactured a technical loophole to kick her out of the organization all together. As much as I don’t think that was right, I do think turnabout is certainly fair game…

      • Anon Volunteer commented:

        To be fair, Nikisha Sanders was bordering on incompetent herself.

        • LK commented:

          I don’t disagree. I just take issue with the use of technical loopholes–something that seemed to characterize everything this Board did that was ever in the public eye.

  7. Julie Russo commented:

    I left this comment several days ago and it didn’t get out of the moderation queue:

    The twists and turns are confusing – can I request one clarification?

    Why was the Anna Genoese seat still vacant after the election? I’m assuming that five board members had terms continuing leaving two seats open. Was the proposed appointment of Andrea Horbinski for an eighth seat? Or – if there were only four mid-term board members – why wasn’t Anna’s position one of the electable ones?

    • Kiri Van Santen commented:

      Hi Julie!

      First of all, I apologise that your comment was lost!

      The Board made the decision not to offer Anna’s seat for election, opting instead to appoint Andrea Horbinski to that seat for the remainder of Anna’s term. The Elections Committee drafted this post to express and explain their disapproval of that decision.

      Please let me know if you have any follow-up questions, or if my response was unclear. We realise that this has been a confusing time for our supporters and members, and we’re very happy to be moving forward.

      Kind regards,

      Kiri Van Santen, OTW Communications Co-Chair

    • Kiri Van Santen commented:

      I’d like to add, for any interested readers, that OTW Elections Committee chair briar_pipe has provided a much more in-depth answer on the OTW Elections blog.

      Kind regards,

      Kiri Van Santen, OTW Communications Committee Co-Chair

  8. ButterflyGhost commented:

    What can be done to regain the supporters trust in the Archive in the future? I don’t want the archive to suffer financially from the lack of confidence all of this will undoubtedly generate.

    In the interests of the Archive, do you have plans to make the finances more transparent? I know that everything is published at the end of the tax year, but is there some way we can see what the money is being spent on during the year?

    I realise that this will cause more work for someone, but wouldn’t that be worth it to ensure the users’s trust? (And for the record, I do trust that you are doing the right, if difficult thing.)