Warmshowers.org Governance: Do we need a board of directors?

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Warmshowers.org Governance: Do we need a board of directors?

I sent out this note to some long-term contributors to Warmshowers.org via email a few weeks ago. I should have posted it here so that all friends of Warmshowers could see it.

I've been thinking that perhaps in the long-term interest of Warmshowers, it would be good to think through some governance strategy, like a Board of Directors or something. Right now, I and other volunteers just do what we have the energy or interest to do, but perhaps we need something better. Also, it would be nice to have an organization to make sure WS keeps going in the future; it's not reasonable to expect that I'll take care of it for the rest of my life, or that I'll live forever.

Do any of you have ideas about a governance structure? Experience with tiny organizations like this?

One thing I'd also like to do is have a little more formal tracking of donations, but I just haven't done much beyond accepting and acknowledging them. Perhaps we could find somebody who would be treasurer.

Thanks for any ideas.

There were a number of responses, mostly OK with the idea of a board of directors. Mark Martin said that he had experience with setting up a 501(c)(3) filing to make an organization tax-exempt in the US and that it wasn't too terribly hard. This would be a step forward for us, as it's silly for us to pay taxes on contributions if we can do otherwise without an enormous amount of effort.

The LLC business entity that we operate under, Warmshowers.org, LLC, allows us basically unlimited freedom in how we organize ourselves, so we can have a board or whatever.

I mentioned about fundraising and having a treasurer:

I would like to have greater accountability on the money, perhaps with a treasurer managing it. We currently have a bank account and paypal account owned by the LLC, but I'm the only one with actual visibility into it. We currently receive more than $2000/year in donations, which covers our costs quite nicely. I think we might get it to help us with some coaching or tech help with improvements this year.

As for my opinion, I'm not thinking we need to do more fundraising at this point. What we do already meets our needs at this point. Of course, that's with all volunteer management of the tech and membership side of things. If we had to have more paid technical help, etc., it would rapidly outstrip our resources.

Currently, funds dispersion is just to pay for (most of) the out-of-pocket costs of the server and related things. Some of those I still accidentally cover because they get embedded in my day-to-day activities. I think I covered our 5-year domain registrations, for example. But most of it is now paid directly out of the WS bank account.

Your comments here are welcome on this subject. And if you'd be interested in being involved with a Board of Directors, or in taking on the responsibilities of treasurer, please mention that.

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Proposed meeting Saturday February 4

I propose that we meet on Skype on Saturday, February 4, at 9am MT. See what time this is for you in your timezone

If you'd be willing to attend, please send me a note with your skype username or telephone number and I'll send you an invitation.

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Hi there. I'm involved in a

Hi there. I'm involved in a similar situation. Some notes that you should investigate.

The minute you start talking about money, legalities come into play. That means proper representation, which means you become a corporation. Corporation & non-profit means you need to be audited every year, which costs money. You need insurance, which costs money. So, I think it's a big engagement that you might not be able to get out of, without closing the site.

So, my recommendation is to appoint a "board" while staying away from any traditional or official title, as it could get you into some hot water. Remain as light as possible, while providing some structure into the guidance of the site.

I would say have quick questions that ask the user base. Provide an RSS feed and keep the question open for two to four weeks. That way those that want to provide feedback, can do so.

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Thanks for your note

Hi thanks - WS is a LLC already, so has the legal status and protection needed. But I still agree about keeping things lightweight. We don't currently have audit requirements or the like. Glad to have your experience here!

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Board of Directors

I am interested in being on the Board. I am also interested in adding my opinion to the new website.

FYI

http://www.couchsurfing.org/people/ameliaspirit/

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Need a Long-Term Strategy

Creating a governing board would help take care of some of the issues others have mentioned previously. Once board membership is open to all members, WS is no longer just a fiefdom of a few hard workers. I agree with a previous comment that taking money creates a whole new set of concerns, most of which are covered when the organization becomes a properly-governed public entity.

I would hope that Warmshowers is an organization that can become self-perpetuating. It is too good a resource for the cycling community to be so dependent on the aspirations and hard work of so few.

I can't contribute much, if anything, to the operation of this website, but I would certainly contribute money to help keep it going.

We have yet to use WS in our bike travels, but have wonderful memories of the cyclists who've stayed with us over the years. That alone is worth joining.

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I just paid $7 for membership

I just paid $7 for membership to the following site:

http://www.gps-data-team.com/

They have some great data sets, so I joined for a lifetime at that membership rate. Well worth it. If WS did the same, I'd pay the same. Cashflows from membership could pay for development.

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Thanks for your support

I'm glad you'd be willing. We've always been pretty clear about being noncommercial, though, and have never placed much emphasis on fundraising. You're welcome, of course, to donate $7/year.

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Hehe if it's set up that way,

Hehe if it's set up that way, then I'd be glad. My $7 is a lifetime and only through a group mandate would that be useful.

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I'll be there

For the skype meeting on the 4th.

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BOD

I work for and volunteer at a small local land trust org. It has a 501(c)(3). Once you go that route you need bylaws which there are some requirements as ordained by the 501(c)(3). There are benefits like not paying taxes and having access to resources like techsoup.org where you can get software at huge discounts. We use Giftworks to track donations (bought on techsoup for $25) and membership which is a glorified access database. It does the job and is easy to use though has limitations from using MS Access to run in the background.

There are some guidelines out there in the internet that will tell you at what donation level it really makes sense to become a 501(c)(3). At $2K per year, you might be nearing the breakeven point for tax and expense saving vs paying the taxes. It is some work having board meetings, keeping records of meetings and board decisions, and preparing yearly statements to ensure your 501(c)(3) compliance. I do not know the ins and outs but am seeing what the local land trust goes through to maintain its status.

Another financial consideration is that once you have a 501(c)(3) you can also qualify for grants which may or may not be of any interest to you. Good luck on your decision-making. WS is a great org and has enriched my life through the interactions with other members.

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more thoughts

1. What are your long-term goals for WS? Those answers might determine if the 501(c)(3) is the right direction.

2. WS could partner with a larger org that already has 501(c)(3) status that would be willing to account for donations made to WS separately. For instance, the Land Trust i work for also has a community garden. The community garden has separate accounting though under the umbrella of the land trust. This kind of arrangement might satisfy some of the goals established in #1 above - I don't know.

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Thanks for your suggestions

I just wanted to thank you for your comment and the mention of giftworks. I've gotten on techsoup and studied donor management software and ended up using donortools.com, which is great, simple, and costs WS $5.00/month. So we now have the donor tracking problem completely solved, largely thanks to your good information.

I was completely unaware of the donor management genre of software and services. Thanks so much!

-Randy

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Glad to help

I will check out donor tools and see if i like that better than Giftworks. Feel free to email me if you have any other questions that I might be able to help out with. I feel indebted to WS for the great experiences I have had both hosting and being hosted.

- Michael

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27 months limit on 501(c)(3)

I was researching the 501(c)(3) requirements today, and we have to jump through more hoops since our org was formed more than 27 months ago (on 07/04/2009). I suspect it's not that big a deal sense we have such small revenues, but it does mean slightly more hoops, I think. Wish I'd known about that in July 2009 :-)

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Agenda for the meeting (in about 11 hours, Saturday 9AM US MT)
  • Randy's report on the current organizational situation of WS.
  • What are possible goals?
  • How should we organize ourselves to achieve goals we choose?
  • What are our legal, financial, and ethical obligations?
What Randy would like to see
  • Sustainable organization with or without him
  • Term limit on his obligations to Warmshowers
  • Better accounting
  • A more functional, more modern website
  • Ongoing public plan and credibility of execution.

(See the meeting announcement for what time the meeting is in your timezone)

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Followup: Audio and meeting discussions

The audio and video from the meeting are posted on archive.org. More importantly, the notes we took in the meeting are there too (from the piratepad version).

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Legal consultation

It has been advised, by a lawyer friend of mine, to seek out legal advice (go figure...job security) pertaining to the risk to site administrators should, god forbid, a member seriously harm another member whose relationship was facilitated by warmshowers. My friend strongly suggested that it would be a wise use of funds for some consultation of someone who has some legal experience in this sort of internet social network realm. Given his conviction, I would tend to agree that some extra funds may be put to good use in getting, say an hour, of legal consultation.

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Thanks for that... I guess we should

I appreciate you making that happen. I guess we should probably try to figure out how to find somebody to advise us. Perhaps one of the other hospitality networks would be able to share with us their legal resources, and then we might be able to copy their approach.

As the person most likely to be accused of liability, this is really important for me personally.

I imagine that since we're a US org and since the US is where all the world's lawsuits happen, we can just focus on the US legal environment.

BTW, I have done the beginning investigation of how to become a 501(c)(3) and intend to start the hoop-jumping sometime this year. It would have been easier if we'd done it a couple of years ago, but I think it will be OK anyway.

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Comment

I have only just discovered and joined WS so please excuse my newness to this site and catching up with this thread. I see you have a US based LLC but would it be simpler to say the company is based in another country where laws are easier to navigate? Board member from another company?
Just some food for thought.

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We're glad to have you

We're glad to have you here in the discussion.

Are you suggesting that we should base the organization legally in another country? That's not a bad idea, if someone stepped forward to manage it. But we've never had anybody intimately involved with development or management of the organization that was not from the US. It also might not have any effect on the legal liability of people like me.

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WarmShowers global accountability.

I think a can of worms has been shaken here with the legal question. USA centric may not be in your best interests, as WS is a global site, and should something, god forbid, happen to a guest/host in Australia, for example, or a country with trade and legal conventions and agreements with USA, WS may still be liable.

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Governance

Randy: Other than sitting on several committees, I do not have a lot of experience with what you are proposing. However, it would seem to me that obtaining a partnership with the Adventure Cycling Association (ACA) would make sense. Warmshowers and the ACA have similar goals, to help the traveling bicyclist. The ACA would benefit by having people introduced to their products and services and perhaps becoming members of the ACA. Warmshowers would benefit by having a structure in place that would answer your needs. One or 2 Warmshowers "directors" could sit on the ACA Board of Directors.

Lou Melini

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Thanks for the thinking

I appreciate you thinking about this. My first reaction is that ACA is a far larger organization, with its own goals. We share a fine constituency and are supportive of each other, but ACA is a commercial (but nonprofit) org. Warmshowers is completely noncommercial.

Interesting thought about collaboration though. ACA has always been quite supportive.

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