Author Archive for Kasper Souren

Scared by OpenCouchSurfing?

Published
by
Kasper Souren
on February 12, 2008
in Uncategorized
. 25 Comments

I’m sorry to read Doogie posting to be scared of OpenCS. Two short points:

  • Everything you post publicly on the internet will be read by many people. This can be scary, but it’s better to realize this every time you post something. (I don’t even do this myself.)

“I’m sure that if the people behind openCS would visit us for only 1 day they would be so amazed by the work we are doing right now they would  close down their site. I know I would.”

  • Dude, I spent months and months at Collectives. I know how it works and I won’t close down the site. It seems that even people who knew about our critique still become volunteers for CS, and then later quit for the same reasons “we” all quit. This also means that many people don’t even become volunteers for CS because of this site and their effort and time is not wasted on CS.

And I’m sure more points will pop up in the comments…

Casey Fenton needs to stay

Published
by
Kasper Souren
on February 11, 2008
in Casey Fenton, Corpganization, Finances, Transparency and employees
. 4 Comments

To clarify what OpenCouchSurfing is and isn’t and to give a more balanced view in our blog posts I’m writing this tiny blog post about why Casey Fenton needs to stay.

  • Casey might not be the most educated IT guru, but he’s definitely a guru and at this point he’s probably the only person capable of keeping the CouchSurfing website up and running.
  • The entire CS “Leadership Team” and Board of Directors consists of Casey’s friends. They would be quite clueless if Casey suddenly disappeared.
  • Casey is great. He might not have made the right decisions and I cannot agree with his attitude in many ways, but I am sure that I will feel happy if I will be able to give him a genuine hug again, maybe in 2009.

Still, even legally there is a problem with Casey in a paid position while being a member of the Board. And it would be totally useful if Casey’s ideas about transparency and volunteer participation would change a little bit. Though, also without it, with an estimated half a million US dollars coming in during year 2008 it’s unlikely that the ship will go down any time soon. And I am sincerely happy about that.

Ill communication

Published
by
Kasper Souren
on January 14, 2008
in Collective, Participation, tech team leader and volunteer coordination
. 53 Comments

Diederik wrote:

I have left the couchsurfing system administration team. The main (and almost only) reason is communication, and the bad, or even non-existent version of it.

I am not surprised and not particularly happy with this news. CouchSurfing keeps on growing and growing and it’s not healthy to depend on a stream of new and unexpecting volunteers who are not experienced with the specifics of the technical and social side of the CouchSurfing website and organization with an ever growing number of members.

Diederik, I’m looking forward to finally meet you. If not in Antwerpen this weekend surely somewhere in the Randstad very soon.

Thailand Collective members communicating

Ummphhhf

Published
by
Kasper Souren
on January 11, 2008
in Collective, Crash 2.0, Culture of Appreciation and tech team leader
. 40 Comments

CouchSurfing has been mostly offline the past 48 hours - due to a “power outage”. Great, especially now that I tried to organize my goodbye meeting in Trento.

Hint: don’t use MyISAM tables for mission-critical data. And try to get some MySQL support engineers working on it. Oh but wait, one year ago there actually was a MySQL support engineer that joined the Collective with money out of his own pocket and was working for CouchSurfing in his own spare time.

Now, since I am still blocked from the wiki that I founded, can someone please add the following text to http://wiki.couchsurfing.com/en/Stranded_Travelers

==Trento meeting 11th and 12th January==

Call +39 33 47 18 30 42 (Kasper).

Thanks.

Pickwick: money no valid argument for unhealthy growth pattern

Published
by
Kasper Souren
on January 8, 2008
in Board of Directors, Casey Fenton, Finances, Transparency, employees and pickwick
. 1 Comment

About limiting the acceptance of new members Pickwick writes: 

Kasper: “major source of income”

Is that income needed? Surely a much smaller stream of new members, recruited in a better way, could raise the moderate amounts necessary to pay server costs, paper clips and a few postage stamps.

Current spending is mostly for
A) salaries, and I think we had much better quality work from the volunteers “no longer retained”;
B) the exodus to Thailand, and I have yet to see any actual WORK mentioned that was done there in the 31 days of December (other than picking the place for January).

So the money seems to benefit those who make the decisions. Thankfully we are a charity now and published accounts have to be more accurate and more detailed than hitherto. Which reminds me that there are still areas of concern regarding the charitable status:

1. The financial statements online are still not identical with the ones filed with the US tax authorities and the New Hampshire charities regulators.

2. Casey may have perjured himself by stating falsely to the Attorney General that from 2003 to 2006 the company had several directors besides himself. The major reason for that could be that the truth may affect the legality of his own employment.

a) New Hampshire law requires a minimum of five directors, so with Casey as sole director the company had no legally composed Board of Directors. For that reason alone contracts entered into during that time may be invalid, including the employment contract he made with himself.

b) Casey as sole director signed his own employment contract on the dotted lines of both sides of the contract. There could not be a more blatant violation of all ‘conflict of interest’ principles, and for that reason alone this contract may be invalid.

c) New Hampshire law does not allow the chairman/president of a charity to be an employee at the same time. So when Casey as chairman/president signed his own employment contract he violated that law, and for this reason alone the contract may be invalid.

d) If Casey’s employment contract is invalid, he will have received his salaries without legal grounds, and may have to pay ~$70,000 back to the company. (That, and the other ~$70,000 of accumulated profits in the bank should keep CouchSurfing going for a good many years to come, as a volunteer based charity, without ill prepared world trips for the management.)

At the New Hampshire Department of Justice the case has been queued for review by an investigator in early 2008. My advice to the new Board of Directors is: sort it out before they start asking questions.

To sum up: I don’t think money is a valid argument to continue this unhealthy growth pattern.

The intercultural Thai Collective?

Published
by
Kasper Souren
on December 17, 2007
in Collective and volunteer coordination
. 40 Comments

The list of participants makes me wonder why the CS Collective is held in Thailand. From affluent developed countries, where almost  everyone speaks English I quickly counted 13 Americans, 2 Australians and further one person each from Belgium, Canada, England and the Netherlands. I hope the two participants from Mexico and India can add some balance. I met a lot of smart people when I was in Thailand, I wonder why none of them are involved in this effort to promote intercultural understanding…

Pickwick: “Casey: please don’t risk perjury”

Published
by
Kasper Souren
on December 17, 2007
in Board of Directors, Casey Fenton, employees and pickwick
. 4 Comments

Another interesting Pickwick post in Brainstorm:
1. Casey, you listed yourself as sole director in a report you filed with the New Hampshire Secretary of State on 24th December 2005 [1]. You again stated publicly on 28th January 2007 that you were still sole director [2]. This violated New Hampshire statute RSA 292:6-a according to which “the board of directors of a charitable nonprofit corporation shall have at least 5 voting members” [3].

On 14th November 2007 you eventually filed Annual Reports for the years 2003, 2004, 2005 and 2006 with the Attorney General of New Hampshire, where under penalties of perjury you falsely stated the composition of the Board of Directors in 2004, 2005 and 2006 to be: Casey Fenton, Daniel M Hoffer, Leonardo Silveira, Sebastien G LeTuan.

My advice is to file a correction immediately. An investigation for perjury in connection with filed Annual Reports may have unfortunate consequences for the application for federal tax exempt status according to section 501(c)(3) IRS code.

2. New Hampshire statute also says in RSA 292:6-a that “No employee of a charitable nonprofit corporation shall hold the position of chairperson or presiding officer of the board” [3]. This means, Casey, that you need to resign either your chairmanship of the board, or your employment.

My advice is to do it immediately. An unlawful composition of the board or unlawful tenure of the board’s chairman can have unfortunate consequences for the validity of board decisions or signatures on documents, like for instance the application for federal tax exempt status according to section 501(c)(3) IRS Code.

[1] www.sos.nh.gov/imaging/9649082.pdf
[2] groups.google.com/group/cs-dev-public/msg/c8d070ae5333e5f4?
[3] www.gencourt.state.nh.us/rsa/html/XXVII/292/292-6-a.htm

Pickwick: “Charity status: what Casey didn’t tell”

Published
by
Kasper Souren
on December 9, 2007
in Uncategorized
. 4 Comments

Pickwick got access to some interesting documents and wrote an interesting analysis of the current legal state of CouchSurfing, as always, displaying a lot of insight and highly readble. I’m happy we have the permission to copy his work.

When Casey wrote to everybody about the application for federal tax exempt status according to Section 501(c)(3) IRS Code, he omitted to mention something:

On 14th November 2007 he filed an application to register Couchsurfing International, Inc. as charity in New Hampshire, including the Articles of Incorporation, Corporate Bye-Laws, and Annual Reports for 2003, 2004, 2005 and 2006, with financial statements. The information in those documents is public by law. If enough members write to ask for a copy, it may well turn out to be easiest for the management to finally make it public on the web site. Until all members can read it in detail, and make up their own minds, here are some highlights and comments:

1. It is now clear that for four years running Casey has violated New Hampshire law by not complying with registration, reporting and disclosure duties, and has exposed the organisation to the risk of being prosecuted and fined.

2. Even as of today no Certificate of Registration has yet been issued by the State of New Hampshire, and the application for registration as charity is still pending. There still are areas of concern about which I have been in communication with the Directorate of Charitable Trusts in the New Hampshire Department of Justice.

3. For example: Casey is still a paid employee and presides over the Board of Directors, whereas according to New Hampshire statute RSA 292:6-a “No employee of a charitable nonprofit corporation shall hold the position of chairperson or presiding officer of the board”.

4. For example: Statements about members of the Board of Directors over the course of time are untrue and inconsistent. Even in his application to the Attorney General Casey tries to create the impression as if the corporation had always had the five directors which New Hampshire statute RSA 292:6- requires as minimum figure. The truth is that in the 2005 Non Profit Report, which Casey filed with the Secretary of State of New Hampshire on 24th December 2005, he lists himself as sole director and officer, and still stated this to be the case publicly on 28th January 2007. Two more members were then appointed later in 2007, and listed in the online Policy FAQ. This information was removed from the web site after I mentioned the legal requirement of a minimum of five directors in the groups.

5. It seems that members of the Board of Directors currently are:
Casey Larkin Fenton
Daniel M. Hoffer
Sebastien G. LeTuan
Rachel Dicerbo
Joseph Matthew Brauer
I fail to see what could be so secret about this information that the previous list of directors was completely removed from the web site, and not simply updated by adding the fresh appointments.

6. The company finally has proper corporate bye-laws. The Board of Directors now decide by majority vote, so that Casey can be overruled. So far there was an informal ‘consensus model’ which effectively meant that Casey had a veto.

7. The bye-laws state in Article III Section 2: “Casey Fenton shall serve as a permanent member of the Board of Directors until such time as he voluntarily withdraws or is removed by majority vote of the Board of Directors for just cause.”

8. The corporation now had to adopt a Conflict of Interest Policy which restricts certain insider deals.

9. Instead of using Form 990 (for charities), in 2004, 2005 and 2006 the annual tax returns were filed on Form 1120 (Corporation Income Tax Return), which would be consistent with a non-profit corporation which is NOT a charity. Form 990 is by law “Open to Public Inspection”, Form 1120 is not. The annual tax returns for 2004, 2005 and 2006 now had to be re-filed on the proper form.

10. Matthew T. Whatley is designated as Chief Financial Officer. He is the man Casey thanked profusely for being a “key force” with the 501(c)(3) application, omitting that Matt Whatley is entitled to charge $225/hour for legal services and $125/hour for preparing tax returns. above). Matt Whatley is the man who describes himself as having “elite ninja tax skills” www.taxninja.com/ and who, for his fee, seems to have “mistakenly filed form 1120 instead of 990” because he ‘didn’t know’ better. He is the man who claims to be the corporation’s lawyer, but apparently ‘didn’t know’ what New Hampshire law required. He is the man who is said to have drafted the controversial revisions of the Volunteer/Non Disclosure Agreement (NDA) which have driven numerous key volunteers away.

11. The financial statements to the Attorney General were notarised on 31. October 2007. They are NOT identical with the financial statements on the web site. Whilst there is no large discrepancy in the sums total, hardly any individual figure in the official version matches the published one. Firstly this shows that the book keeping so far seems to have been a farce. Secondly it is hard to understand why the statements on the web site have now remained uncorrected for more than five weeks.

Despite some remaining areas of concern, which will hopefully be clarified soon, I believe great progress has been made overall. The organisation has now come under a certain degree of public supervision which should ensure that the right thing will be done more in future. It is a pity that Casey and his friends still seem to behave like reluctant witnesses, where everything has to be dragged out of them, and they only admit to facts that have already been proven against them. It’s not smart, and it looks suspicious.

Now would be a good time for them to publish all relevant information on the web site.

Finally the new NDA! Beware, it’s very funny!

Published
by
Kasper Souren
on December 4, 2007
in Censorship, NDA, Participation and volunteer coordination
. 29 Comments

For your convenience I put it a copy of the new CouchSurfing NDA on the OpenCS wiki.

It’s so beyond anything that it’s very funny, and merely deserves to be laughed at.

The burning question is just: Who will be asked to sign this monstrous document?

Pickwick: Difference between non-profit and charity

Published
by
Kasper Souren
on October 26, 2007
in 501c3, Casey Fenton, Finances and Transparency
. 3 Comments

Pickwick about the difference between a non-profit organization and a charity:

A charity needs to be non-profit, but not every non-profit organisation is automatically a charity.

A Non-Profit Corporation can’t pay the owner a dividend. He has to pay himself (or others) a salary instead, which he does ($88,150.22 since 2005, for salaries, payroll taxes, and temporary help). The rest of the money needs to be piled up on the company’s books: there’s an ‘emergency fund’ of $30,000 and accumulated ‘net income’ of $40,135.89 from 2004 to date. Other than that, a Non-Profit Corporation, which is NOT a charity, can do whatever it wants with its money like any other privately owned company. This includes the possibility of one day dissolving the company, or changing its status to For-Profit, and cashing in.

A CHARITABLE non-profit corporation will have a clause in its corporate bye-laws where corporate assets are dedicated to charitable purposes. It receives tax privileges, and in exchange comes under public supervision and is subject to reporting and disclosure duties. It will be much more difficult for individuals to profit, and if done right, even impossible.

The confusion is understandable because colloquially the terms ‘charity’ and ‘non-profit’ are sometimes used as if synonym. The problem here is that this misunderstanding might be intentionally exploited. Ultimately the proof whether an organisation is or isn’t a charity lies in the public register of charities, both on State and Federal level, neither of which contains an entry for this company.

So the logical conclusion is that either it is NOT a charity and claims that it is are false, or it IS a charity, in which case it has not complied with registration, reporting and disclosure duties. In either case, as a NON-charity, or as a NON-REGISTERED (unrecognised) charity, any charitable solicitations, for money or volunteers’ time, might be illegal.