This post is quite late. Late by years. The problem is that there hasn’t been anything to talk about until now and having to keep repeating “nothing is happening and I don’t know why” over and over again was too much of a pain.
I don’t know the exact status right this instant, but as far as I know the Parrot Foundation has been dissolved (or is in the process of being so, imminently). All money and IP has been transferred to the Perl Foundation for safe keeping.
##So What Happened?
Honestly, I couldn’t tell you. We were elected to the board in…was it 2009? I can’t even remember how long ago it was. I remember being super-excited and having all sorts of plans for things to do.We wanted to raise money and fund grants like The Perl Foundation does. We wanted to go out advertising, and interacting with communities for dynamic languages, and doing conferences and outreach to universities and… the list went on and on. All of the newly elected members of the board were eager to start doing things and pushing Parrot up to the next level.
When we were elected the future was bright. Parrot was on an upward trajectory and the world was our oyster.
We ran into a severe problem almost immediately upon taking office. The foundation hadn’t received it’s 503(c) status from the IRS yet. The reason why this is such a problem is that there is a bit of a deadline. Beyond a certain amount of time organizations become ineligible for 503(c) status. Or, applying for the status becomes much more complicated or something. I don’t remember all the details right now, so if somebody reading this knows please feel free to remind me about it. In either case, there was a deadline, that deadline came very shortly after our elections, and we were completely unaware and unprepared for it when we were elected.
So that was the first big shock. We didn’t realize at the time of the election that Parrot hadn’t already applied for and received 503(c) status. The first thing I did when I learned this was to print out the application and start filling in the blanks. The problem is that there were too many blanks and, as I alluded to above, I didn’t have access to all the paperwork and details that would have been needed to get to the end of it. I don’t remember exactly when the deadline was in relation to the election but I know we had a few weeks to get the paperwork in. It seems like it should have been possible to do.
The first thing I want to make very clear, before going on any further, is that the previous incarnation of the board didn’t really do anything wrong and didn’t really drop the ball per se. They did a large amount of work setting up the legal footings of the foundation. If I have any complaint at all it’s that they didn’t communicate to either the Parrot members or the incoming candidates the details of the tax status, or didn’t do so adequately. But then again, like I said above, we had a few weeks to get the necessary paperwork in which should have been possible to do, if uncomfortably close, if we had made a concerted effort as a team to do it.
I should also point out a few facts here, as an aside. 503(c) status is so important because it would have labeled the foundation a tax exempt charity organization. This means that not only would the foundation not need to pay taxes on its earnings, but that potential donors could write off their contributions to us on their own taxes. Without 503(c) donations could potentially be taxed both ways: The donors would get taxed for income which wasn’t going to a registered charity and the foundation would get taxed on the income. This isn’t a great situation to be in, and effectively renders the foundation unable to raise or spend any money. Also, if anybody can remember the CSPAN news headlines from so far back, it turns out that the IRS was actually putting a lot of scrutiny towards open-source software organizations that were applying to become tax-exempt, so maybe our application might have been denied in any case.
To get to the meat of the issue, I mentioned that we didn’t have access to the necessary paperwork. This is partly true. Somebody did have access to these things but failed to provide them. Now, I’m not in the business of naming names and I don’t feel like there would be any benefit in some kind of public shaming. We had a person on the board who was in a position of central importance to the proper functioning of that body, who was unable to execute the duties of office for reasons I do not quite understand. Maybe the reasons don’t matter anyway. The problem was that we, like any piece of software, had a really bad bottleneck that we were unable to route around.
When I was elected I was given the job of Treasurer. It wasn’t my first choice of position, but I was determined to do everything in my power as treasurer to help push the foundation forward. The treasurer needs some simple things in order to perform basic duties of the role. Things like access to the bank account, previous tax filings, financial statements and other things like that. I didn’t have them and, because of the aforementioned bottleneck, I was unable to get them.
All the documents I needed, I was told, were ready and just needed to be mailed. They were in a box, sitting by the front door, all that was needed was time to get it to the post office. Just a couple minutes maybe, some saturday morning. Just be patient and it would arrive just as soon as possible. So I waited.
And waited. I asked again and waited some more. And again. And more. I offered to pay postage out of my own pocket. Nothing. I asked other people to make a house call, to go visit directly and pick the materials up for me. Nothing. Living on the otherside of the country meant my options were limited, but I feel like I exercised every option that was at my disposal. It was all for nothing. It’s 2015 now, half a decade after this mess began, and I still don’t have any of this information. But then again, I stopped asking for it years ago.
We can talk about excuses all day long and I haven’t been walking in the other person’s shoes so I really can’t say if it was indeed impossible to do or not. At this point it doesn’t matter, because it’s all over now and there is no way to save the ship from sinking. Maybe the blame falls on me. Maybe I didn’t ask correctly. Maybe there were another option that I missed. Maybe I didn’t communicate the urgency of my need and the gravity of the situation. Maybe I was asking the wrong person all that time and could have easily gotten what I needed by asking somebody else instead. I don’t know and there is no way for me to ever know.
Without the information necessary to act as treasurer, I couldn’t do my job. When things like invoices came in that needed to be paid (mostly a holding fee from our legal representative) I couldn’t handle it myself. So I dutifully forwarded those emails to the parrot-directors mailinglist and hoped, impotently, that somebody who could handle it did so. I didn’t mention above but I have also been the list admin for the parrot-directors list, so I had that going for me, which is nice.
Without bank account information, when the GSOC or Google Code-In come around and Google wants to send PaFo a check for participation, I can’t even fill out the paperwork. I can’t give them a bank account number to drop the money in to. When people want to go to Google for the post-GSOC meetups and they promise to reimburse our travel expenses, I can’t write a check to do it. Again, I was supposedly the treasurer, but other people had these abilities and I never did.
##Elections
So a year passes and nobody so much as mentions board elections. I guess I could have organized them myself, or encouraged others to pick it up again, but I didn’t. In that first year we didn’t accomplish a single thing. Not one. We didn’t have a meeting. We didn’t vote on anything. We didn’t make any decisions. We didn’t reach a single goal. The IRS deadline came and went before we could do anything about it and everything else fell apart after that. The only thing I can say with certainty that I tried to do things and I failed, and I’m sorry for that. I cannot speak about the motivations of the other board members, though I suspect several others were in the same boat as I.
Why didn’t we have elections? The people who had organized and planned them in years past didn’t offer, and nobody on the board (myself included) made moves to do it, and so it didn’t happen. By that time the board members seemed to have all fallen into a state of paralysis and without somebody, anybody, nudging the process along it just didn’t happen. I regret it to a point, but then again it’s hard to say that elections would have done anything to help. A new group of board members who were rendered just as impotent as we were, but were more confused about why things were the way they were might not have been much of a help.
At some point I think we all realized that it was a lost cause. Nothing was happening. Nothing could happen. The foundation was dead in the water. Everybody was losing interest and there was no hope that anything would magically get better. Jim resigned at some point, quietly. I don’t know if he did it from frustration, or what his motivation was, but out he went. I wanted to resign too, but I figured that somebody needed to be sitting at the wheel when the final dissolution vote was held. So that’s why I stayed, to cast that one last vote when the opportunity finally came around. As far as I’m aware the decision was made without me. Nobody had heard from me in a while and I suspect I wasn’t needed for a quorum, so it’s done. Or, at least I heard it was.
See, if we had elections, I was so demoralized that I definitely wouldn’t have stood for re-election, and I suspect the other remaining “active” board members wouldn’t have either. What would have been the point? I hated what was happening or, more specifically, what wasn’t happening and if I had a graceful way out I might have taken it and dumped all our problems onto the next generation. And then the next group would have inherited all the same problems and been just as paralysed as we were, and then somebody else would have been sitting dutifully in the wheelhouse waiting for the ship to finally sink below the waves.
Maybe this is just pessimistic thinking on my part. I felt like I couldn’t do anything to help, so I just assumed nobody else could have either. Maybe elections would have brought in fresh people who would have been able to solve our problems and I’m to blame (in whole or in part) for not making sure elections happened. If so, I’m sorry about that too.
##Dissolution
I hit a point where I was burned out with the coding part of Parrot, and haven’t contributed to the software side since. I’ve been working on a blog post about that for years now; writing and rewriting, drafting and revising, expanding and elaborating. Maybe someday I will actually publish it. Long after I stopped contributing to the Parrot repository, or participating in Parrot discussions or Parrot design, I was still moderating that mailing list and waiting, patiently, for something to happen in the Foundation.
Sometime in 2011 or 2012 maybe, Allison helped organize some phone calls with our lawyer and with some other groups that might have been able to absorb the foundation and take over management of it. These talks were productive but ultimately lead nowhere. I can’t remember exactly why but it had something to do with our bottleneck and something to do with lack of drive from our remaining board members. Remember that this was a time when the economy wasn’t doing particularly great and a lot of people were having to be more devoted to work and things like that, so not everybody had lots of free time to spare. I had to take some vacation hours in the middle of a few work days to get on conference calls and things like that. This economic situation and people having a lot less free time to devote to parrot is also a big reason why several of our developers stopped contributing to the repo. It’s not the only reason, of course. There were problems with the software and people were starting to get disillusioned, but the economic situation definitely helped nudge people who were already close enough to the edge. But, that’s a different subject entirely.
After those other talks and conference calls failed to produce any outcome, everything basically came to a complete halt. Nothing happened, and that was the way for years. When 2015 rolled around I sent Allison an exasperated email asking if, maybe, this was the year something would happen. She told me that it already might have. Somebody was going to send the last signed bit of paper to the legal firm and the foundation would be dissolved. This is why I’m writing this blog post now. The foundation is finally dead and people deserve an autopsy.
##The End
I want to personally thank Allison. She wasn’t a member of the board in this final iteration, but she did swoop in like a super hero to try and save things when we were floundering. Then, when we all gave up hope and decided to just end it with grace, she helped facilitate communications between us and the lawyers to get that ball rolling. Without her, and this is hard to imagine, even less would have gotten done in the past few years.
For my part, I keep wondering if maybe I could have done more. If I could have routed around our bottle neck and managed to breath some measure of life into the foundation. Maybe some of my goals were still accessible. Maybe I was just too young, or too inexperienced to know how to resolve issues like this. Maybe things could have been different now that I’m older and wiser. There are a lot of maybes because, in my mind, there are so many things which I do not know and do not understand. But the one thing I can say for certain is this: I was elected for a purpose, I didn’t fulfill that purpose, and for that I am sorry.
My tenure on the board of the Parrot Foundation has been the most frustrating, disappointing and regretful periods of my entire life. At the very least, I’m able to derive some closure and put the whole thing behind me. Could that we never speak of any of this again.
Maybe, in the interests of complete closure, I’ll finally publish that other blog post about the technical side of the project, why I left and why I didn’t come back. That, I think, will help answer the rest of the outstanding questions that people have been asking me over the years. With that one exception, I consider the matter closed and I’m glad to finally wash my hands of it.