News

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For an archive of previous news, please see below.

FAQs Regarding Expenses Reported On 2019-2020 Tax Filings As Outside OSM’s Financial Policy

Culture

OSM is a community of developers, users, and distributed groups working together through a network built on mutual trust and support
OSM is a unique community that fosters deep friendships and professional respect
OSM is committed to full transparency
OSM has a culture of compliance and desires to maintain accurate books and records
It is the Board’s sincere hope that the difficult issues addressed here will only make our community stronger

Tax Filing

For the fiscal period 2019-2020, there is a heading titled, ‘Other Expenses’
Under Other Expenses, there is a line item titled, ‘Expenses Outside OSM Financial Policy’
OSM reported $23,497 on this line
- This was the Board’s best estimate as of the deadline for timely filing tax returns for the 2019-2020 period
- Following an exhaustive investigation and thorough forensic review of accounts, the Board determined the correct figure is $25,630 for the 2019-2020 period
- This figure represents those expenses that fall outside OSM’s financial policy during this timeframe
The tax filing was made a few weeks ago to comply with the April 2021, tax filing deadline; the Board intends to amend this return to reflect the final, accurate figure

Numbers

$37,149 represents the total expenses the Board determined falls outside OSM’s financial policy for the 2018 to 2020 time frame that the Board determined were incurred by and for the benefit of Rowan Hoskyns Abrahall (“Rowan”)
- 2019 to 2020 Period
  - $23,497 represents the expenses the Board estimated were incurred at the time the tax filing was due
  - $25,630 represents the correct, final figure
- 2018 to 2019 Period
  - $11,519 represents the expenses the Board determined were incurred during this period that fall outside OSM’s financial policy

Key Officers

During the Period in Question
- President
  - Rowan served as President of OSM from March 2018 to March 2020
  - The $37,149 determined to fall outside OSM’s financial policy were incurred during her tenure as President
- Treasurer
  - Mike Demopoulos served from March 2017 – September 2018
  - Jason Rosenbaum served from September 2018 to September 2019
  - Brian Mitchell served from September 2019 to April 2020
  - Rowan was slated to serve starting in April 2020
    - Rowan did not attend any board meetings as Treasurer
    - During this period, Brian Mitchell performed the duties of Treasurer on an unofficial basis
  - During the Investigation and Currently
    - President—Brian Mitchell serves as President and began effective April 2020
    - Treasurer—Radek Suski serves as Treasurer and began effective September 2020
    - Secretary—Luca Marzo serves as Secretary and began effective March 2017
    - Legal and Compliance—Hugh Douglas-Smith serves as Legal & Finance Director and began effective March 2020

Accounting Oversight

Rowan acted as a signatory on OSM bank accounts
During a portion of this time, Rowan was paid by OSM to oversee accounting functions
Systemic changes have been implemented by the Board to institute industry best practices and to strengthen internal controls

Rowan’s Resignation

Rowan resigned effective June 21, 2020
A copy of her correspondence is available on OSM’s website: Resignation Rowan Hoskyn Abrahall105.9 KB
Rowan admits that she owes OSM money and that her actions constitute unacceptable behaviour from an officer

Legal Counsel

Legal counsel was retained to advise on this issue
Counsel has contacted Rowan regarding the repayment of any monies owed to OSM

What Happened

Past practice was for the Treasurer to report bank account totals at each Board meeting
There was concern among Board members that such reporting provided insufficient insight into OSM’s spending
Only the President and Treasurer were provided access to bank statements and accounting systems
Through early 2020, the Board sought increased financial visibility and information regarding OSM’s travel and event expenses
In May 2020, as part of this larger effort to tighten internal controls and obtain greater oversight over expenses, the Board passed Motion 2020/074
Among other things, the motion requires that bank statements be shared with the Board instead of only a select number of officers (e.g., the President and Treasurer)
In June 2020, bank statements were distributed to the Board
Board members identified unusual spending patterns or questionable expenses which were not previously highlighted in past Treasurer reports
Shortly thereafter, Rowan tendered her resignation, an investigation ensured, and ultimately the Board determined that certain expenses were outside OSM’s financial policy

Board Action

The Board has taken steps to prevent a recurrence of expenses being submitted outside OSM’s financial policy
The Board has implemented internal accounting controls and best practices to address these issues, including
- In June 2020, the Board took immediate action to safeguard existing assets and issued a new Corporate Card Policy regarding the use of bank cards drawn on OSM accounts
- The Board now has access to bank statements and accounting system details, which enables the scrutiny and questioning of irregular transactions by all Board members
- The Board appointed an external bookkeeper to manage and oversee financial transactions motions #2020/030, #2020/068 #2020/096
- The Board passed a number of motions to help increase visibility, responsibility, and accountability #2020/074, #2020/080, #2020/097, #2021/020, #2021/021, #2021/025, #2021/026, #2021/027.
- The Board sought and obtained the guidance of outside legal counsel throughout this process
Rowan has been banned for life from the community or any of its channels

Should you have any questions about the investigation process and the measures that the Board implemented to prevent any circumstances like this one, please do not hesitate to contact us to the following email address
A public discussion channel named "Financial Investigation Q&A" has been opened in RingCentral Glip for any eventual question.

New York—In 2020, the Board of Directors (“Board”) of Open Source Matters, Inc. (“OSM”) became aware of certain irregularities regarding financial accounts, including those involving OSM’s past President, Rowan Hoskyns Abrahall (“Rowan”).
In the intervening time since then, the Board has conducted an exhaustive investigation and undertaken a thorough forensic review of its accounts. Ultimately the Board has determined that US $37,149 in expenses fall outside OSM’s written financial policy.
Accordingly, this figure is being reported today on OSM’s 2019-2020 tax filings as a specific line item under “Other Expenses.”
To prevent a recurrence of paying expenses deemed to fall outside OSM’s financial policy in future, the Board has taken action to modify its accounting practices and strengthen its internal control policies.

In May 2020, as part of a larger effort to tighten internal controls and obtain greater oversight over expenses, the Board passed Motion 2020/074. Among other things, the motion requires that bank statements be shared with the Board instead of only a select number of officers. The statements were shared in June 2020. Shortly thereafter, Rowan tendered her immediate resignation, admitting that she owes OSM money and that her actions constitute unacceptable behaviour from an officer.

A review of the banking statements confirmed irregularities regarding certain financial transactions. A full and thorough investigation ensued. The investigation revealed $23,497 of expenses incurred by Rowan that the Board determined do not comply with OSM’s financial policy. An additional $13,652 in other expenses paid in previous years were determined also not to comply with OSM’s financial policy, bringing the overall total to $37,149.

The Board is committed to the principles of full transparency. We are issuing this press release to underscore the seriousness with which the Board is treating this issue and explain what has been done to address the situation. First, the Board took immediate action to safeguard existing assets and issued, in June 2020, a new corporate policy regarding the use of bank cards drawn on OSM accounts. The policy sets forth more stringent rules concerning the use of such cards. Second, the Board now has access to bank statements and accounting system details, which enables the scrutiny and questioning of irregular transactions by all Board members. Third, the Board appointed an external bookkeeper to manage and oversee financial transactions. Fourth, the Board passed a number of motions relating to financial matters to help increase visibility, responsibility and accountability. Fifth, following a recent vote, Rowan has been banned for life from the community or any of its channels. And Sixth, the Board sought and obtained the guidance of outside legal counsel throughout this process, and counsel has contacted Rowan regarding the repayment of any monies owed to OSM.

The Board is keenly aware that Joomla is not only a world class content management system but also a community of developers, users, and distributed groups working together through a network built on mutual trust and support. We are a unique community that fosters deep friendships and professional respect. It is the Board’s sincere hope that the difficult issues addressed here—and the transparent manner and improved controls flowing from this incident—will only make our community stronger. The Board is cognizant of its duty of care and recommits to continuing to serve our incredible community.

The FAQ with additional information and details can be found on the OSM website: https://www.opensourcematters.org/news/311-faqs-regarding-expenses-determined-to-be-outside-osm-financial-policy.html
Should you have any questions about the investigation process and the measures that the Board implemented to prevent any circumstances like this one, please do not hesitate to contact us to the following email address
A public discussion channel named "Financial Investigation Q&A" has been opened in RingCentral Glip for any eventual question.

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