Author Archive for Kasper Souren

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cs-dev-public-disabled: “Simply said, as of now, I am the only member on the board.”

While looking for the exact time that Casey mentioned he was the sole member of directors I found out that cs-dev-public is now cs-dev-public-disabled. I feel that there is a lot of information in there that should be public. Fortunately I still have it among my emails. Here is the specific email I was looking for. Also note how Dan Hoffer (one of the 4 founders) didn’t even know who Matt Whatley was.

Sent Januaary 28th 2007:

from Casey Fenton <Casey@kaseyventon.com>
to Promitheus <subwaywall@yafuuuu.com>,
cc Joe Edelman <joe.edelman@khmail.com>,
Aldo <aldootje@yafuuuuuhooo.com>,
Daniel Hoffer <dmh@dkwdkgoefqffer.com>,
Kasper Souren <kasper.souren@gmail.com>,
csc-nz@googlegroups.com,
cs-dev-public@googlegroups.com,
Duke <dukecancun@ktotemail.com>,
whatley88@ktktkgmale.com,
date Jan 28, 2007 3:06 AM
subject Re: Board of Directors, real decision making process

hide details 1/28/07

 

Reply

 

Simply said, as of now, I am the only member on the board. When we move
to 501c3 there will be several members. We are in the process of moving
to 501c3 and hope to do so in the next couple months. It is a
complicated process that must be done exactly right otherwise the IRS
will reject us.
- Hide quoted text -

Promitheus wrote:
> May i suggest that this discussion is moving to our group?
>
> I don’t see the reason to keep it here ;)
>
>
>
> */Joe Edelman /* wrote:
>
> I think it would be a good idea to have some spending guidelines and a
> small group of people that make financial decisions instead of just
> one.
>
> I will keep talking to Casey about this idea. I’ve put some sample
> spending guidelines (edit away!) on the wiki:
>
> http://wiki.couchsurfing.com/en/Spending_guidelines
>
> –Joe
>
> On 1/28/07, Promitheus wrote:
> > I just don’t know …
> > for the Board seems that Dan knows what he is talking about …
> >
> > about the decision making process … i think we don’t have
> something
> > established!
> >
> >
> > Daniel Hoffer wrote:
> > So far as I know only founders are board members.
> >
> > I don’t know Matt Whatley. So I doubt he is on the board. Who is he?
> >
> > Good question about the decision making process.
> >
> > Dan
> >
> > At 7:38 PM +1300 1/27/07, Kasper Souren wrote:
> > >I have some important questions:
> > >
> > >a) Who is currently on the Board of Directors of the official
> > >organization that is CouchSurfing? I thought it was the “founders”
> > >(i.e. Casey, Leo, Dan, Seb), but apparently Matt Whatley is in the
> > >Board as well. Who else joined? And, are the original members
> still in
> > >the Board?
> > >
> > >b) There have been a lot of questions about the decision making
> > >process. But most of those have been dealing with what I would
> > >consider minor issues. Real issues, such as regarding CouchSurfing
> > >finances and legal situation are much more important. So, who is
> > >deciding on those issues?
> > >
> > >Kasper
> >
> >
> > –
> >
> ______________________________________________________________________
> > d a n i e l h o f f e r ( 4 1 5 ) 9 9 0 – H O F F
> >
> > “He who makes a beast of himself gets rid of the pain of being a
> > man.” — Samuel Johnson
> >
> >
> >
> > ________________________________
> > Looking for earth-friendly autos?
> > Browse Top Cars by “Green Rating” at Yahoo! Autos’ Green Center.
> >
> >
>
>
> –
> J.E. — 413.695.6578 — http://nxhx.org
>
>
> ————————————————————————
> The fish are biting.
> Get more visitors

> <http://us.rd.yahoo.com/evt=49679/*http://searchmarketing.yahoo.com/arp/sponsoredsearch_v2.php?o=US2140&cmp=Yahoo&ctv=Q107Tagline&s=Y&s2=EM&b=50>

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Casey
—————————-
mailto:Casey@KaseyVenton.com

John: “Casey’s style: indirect, manipulative, pulling strings from behind the scenes”

I think almost all of John’s comments deserve to be blog posts on their own. So I’m copying this one over here:

 

“I think it was Matrixpoint who said that Casey really insists that he is not the true leader of CS…”

 

Actually, I don’t know that he ever said this. On the contrary, since I first appeared at the Montreal Collective, and during the following year as a volunteer, I found it very difficult to determine the organizational structure of CS and Casey’s role in it.

Everyone knew that the organizational structure was being revamped as part of CS 2.0, but the only public information I could find was an organizational diagram on the website that showed a central box labeled “Admins and Founders” or the like, months after I left Montreal. I was disturbed to see this for two reasons: 1. the complete lack of detail of the internal structure of this box, and 2. it’s central position, which was in conflict with the agreed upon decentralized organizational structure suggested by the tree model (see the logo of this website) that was created during the Montreal Collective.

There was no particular mention anywhere that Casey was the supreme, unaccountable head of CS. He was only included among the list of 4 founders prominently featured on the website. There were no by-laws to be found. The only information available about the Admins was a brief statement that they were volunteers who helped with important administrative duties involved in running the website. No information about how they got their positions or whether there was a term of office, etc. No information about performance reviews, etc.

As someone who had begun volunteering full-time with the intention of working freely on behalf of the hospitality community for years to come, I sought clarification as to who I was actually working for. I made it clear that my intent was to work for the Community, not for Casey and the Admins unless they were in some way accountable to the Community. Why in the world would I (or anyone) work full time so that Casey and his hand-picked buddies could live it up in exotic locations, unless the Community who provided the support for that had some say in it?

I got no meaningful response to two lengthy requests for information from the Admins beginning in December, 2006. That’s when I started reconsidering my commitment to CS and paying attention to such matters as the NDA (another whole story in itself).

It wasn’t until the following year (in the spring I think) that Casey finally revealed to the developers that he was the sole member of the Board of Directors. (According to Pickwick, Casey’s told a different story to NH government officials).

So, you see, Casey’s style was very indirect. CS 2.0 was supposed to be about members participating in the operation and evolution of CS, and the emphasis was **decentralized** participation. It was “The CouchSurfing Project”, not “Couchsurfing International, Inc., Casey Fenton CEO and sole member of the Board of Directors”. “Do-ocracy” was promoted by at least one of the Admins, and another Admin was generating most of the communication which included a call for member involvement.” No where was it mentioned that these Admins derived all their power from Casey and that he quietly controlled everything with absolute authority. He rarely took a public stand one way or the other, but rather allowed people to form impressions, whether they agreed with his personal agenda or not, that he did nothing to correct.

An example of his indirect style was when he made Chris Burley the new Tech Team leader near the end of the New Zealand Collective. Chris obviously was functioning as Casey’s tool, being used by Casey to shake up the development team (probably due to issues with Joe and Kasper). Chris had very little familiarity with the code or with ongoing initiatives. He only had Casey’s authority backing him up and used it to rule with an iron fist, announcing that no “personal ideologies” would be tolerated and all developer-initiated projects would be put on indefinite hold. (Developers were clearly now to be thought of as order-following employees, but without the pay, not co-participants in a project to make the world a better place.) Casey remained quietly in the background while Chris took most of the heat for Casey’s “house-cleaning”. Chris quietly dropped off the radar by the end of last summer, as if his usefulness as a tool had expired.

What was most disturbing to me about this incident was that not long before this Casey had finally talked with me on the phone (after a 3 month wait) for a few hours and we seemed to have reached a meeting of minds. I explained to him that I would begin no new projects until the NDA was fixed (as he had promised some nine months before). I told him that it was outrageous as it stood. He said nothing in response. But he actually invited me to participate in the formulation of the organizational structure that was in its final stages. I said, yes, I would very much like to be involved. The result of this call was that I felt Casey had heard my concerns and that I now was getting some respect as a full-time volunteer (of more than half a year).

So I was very shocked that Casey appointed Chris, without even consulting me or any of the Tech Team about it, especially since he had the opportunity to discuss it with me on the phone and had given me the impression that he wanted me to be in the loop when it came to organizational issues.

I was even more shocked when I sent him an email saying that although Chris might be a good choice based on his past general contributions (this was before his new personality as a “leader” emerged) but that he didn’t have enough technical knowledge to lead the team, and a least another co-leader who did was needed. Casey never responded to my email.

I was even more shocked when the new organizational structure was announced (completely done in secret), and that what little apparent accountability it seemed to include amounted to nothing.

I was ultimately shocked when the proposed NDA came out (after a year) that was supposed to be the “fixed” version, but it was 10 times worse than the original. It had the feel of the Patriot Act to me. I was utterly uppalled by the mindset that produced it, and by the way this whole drawn-out fiasco was conducted by Casey and his appointed elite.

I certainly felt the trust I had put in Casey as a result of the phone call completely betrayed, and I took the NDA as an indirect message to me that I was no longer wanted as a developer, since I had publicly announced I would no longer begin any new projects if the NDA wasn’t sufficiently fixed.

I would have much preferred that Casey had told me this directly, as I would have preferred that he shake-up the Tech Team himself instead of having a henchman do his dirty work for him.

This is Casey’s style: indirect, manipulative, pulling strings from behind the scenes, while giving a casual, no-worries, laid-back, often non-committal impression in public: a fun guy to party with.

In case any one is wondering whether Casey might have been justified in “cleaning house”, I can say that the 4 core developers made a huge contribution to CS, much more so than Casey, at least in the technical area, for most of the year following the Montreal Collective. (I suspect it was our very success that scared Casey, and threatened his absolute control.) Speaking for myself, the greatest problems I encountered as a volunteer developer were all caused either directly or indirectly by Casey or the Admins due to their arbitrary assertions of power without understanding the situation, extremely poor communication, and poor judgment. Working with the Community, on the other hand, was delightful and I still have those good memories.

John

Scared by OpenCouchSurfing?

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

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

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

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

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?

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”

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”

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.