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suspension of TUG President

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Karl Berry

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Oct 14, 2015, 6:36:27 PM10/14/15
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(reposting this announcement sent to all TUG members yesterday, on behalf of the TUG board of directors; more info will follow in due time.)

-----------------
Dear TUG members,

We, as directors of the TeX Users Group, write to you about a
difficult decision we have had to make. With regret, we announce that
we have voted to suspend Kaveh Bazargan as TUG President, effective
immediately. We need to explain this, and give the reasons for our
actions.

As you know, Kaveh Bazargan was elected President of TUG this last
spring. We directors were looking forward to working with Kaveh on
widening TUG's audience and reach.

The TUG President, like the TUG directors, has the privilege and
obligation of representing the interests of all TUG members to the best
of his or her abilities.

Unfortunately, at the time of the election, unbeknownst to the
directors, Kaveh was involved in a lawsuit against another member of
TUG. The lawsuit remains ongoing today, and involves TeX-related
business activities by the parties. The existence of the lawsuit was
not disclosed at the time of the election. (Of course, the TUG
organization has no standing, and takes no position whatsoever, on the
merits of either party's case.)

In our opinion, legal entanglement with another TUG member is a clear
conflict of interest, preventing proper fulfillment of the President's
duties. Any decision made or initiative undertook by the TUG President
while pursuing a lawsuit against another TUG member would, at the very
least, appear to be tainted.

In addition, the directors were informed that the fact of Kaveh's
election as TUG President was included in documents submitted to the
court. We believe that TUG should not take sides, or even appear to
take sides, in a lawsuit to which it is not a party. Such an
implication appears inevitable to us when the TUG presidency is used as
a material fact in a court case.

Thus, we asked Kaveh to voluntarily suspend his presidency for the
duration of the lawsuit and any related legal matters. We were not
successful in convincing him that this would be best for TUG. Further,
he neither made an explanation as to why he did not reveal the existence
of the lawsuit at the time of the election, nor made any offer to
mitigate its effects now.

Therefore, we concluded that the actions of the President were not in
the interests of TUG. To fulfill our responsibilities as TUG directors,
we felt we needed to act according to Article IV, Section 5, of the TUG
bylaws (https://www.tug.org/bylaws):

A Board member who by action or inaction shall be deemed to be no
longer working in the interests of TUG may be suspended as Director
by a vote of the entire Board, provided that at least 75% of the
Board votes in favor of suspension.

As 14 members of the Board, out of a total of 16, voted for his
suspension (one director abstained for health reasons, and the 16th
board member is the President), hence 87.5% which is greater than the
75% required, Kaveh Bazargan is now suspended from the office of TUG
President. He has the right to appeal his suspension according to the
TUG bylaws.

A final note: this decision to suspend the sitting President was perhaps
the most difficult made by any of us in the course of our involvement
with TUG. We carefully reviewed the bylaws and the entire record of
correspondence with Kaveh, and intensely deliberated over a period of
weeks, ever since becoming aware of the issue. We communicated our
concerns to Kaveh several times, and we took into consideration that
Kaveh received the majority of votes in an independent election and was
thus entitled to substantial regard. We would like the TUG membership,
and the wider TeX community, to know that we made our best efforts to
arrive at a solution that was respectful of the election results, while
also recognizing the expectations of conduct from all of its officers.

Ultimately, as the duly-chosen directors of the TeX Users Group, we made
the decision for suspension in the belief that it is the course of
action that is best for TUG.

Sincerely,
Pavneet Arora
Barbara Beeton
Karl Berry
Kaja Christiansen
Sue DeMeritt
Michael Doob
Steve Grathwohl
Jim Hefferon
Klaus Hoeppner
Steve Peter
Cheryl Ponchin
Norbert Preining
Arthur Reutenauer
Boris Veytsman
-----------------------------------------------------------------------

jfin...@gmail.com

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Oct 15, 2015, 3:20:59 AM10/15/15
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Hi

I've emailed the TUG Board and Kaveh Bazargan as below.

===
I am saddened to hear that the Board has decided to suspend its President.

My summary of the facts, based on the the statement made by the board and published at http://tug.org/election/2015/suspension.html, is as follows.

Persons A and B have a business dispute. This has been taken to civil court (for resolution or judgement). Organisation C is a user group for software used by both A and B. Person B was elected President of C. After the election the Board of C were informed of the legal action between persons A and B. Members of the Board of C asked B to stand down as President of C until the dispute was resolved. B did not do this. The Board of C removed B as President.

Please would the Board and Kaveh confirm that this is a fair and accurate statement of the facts.

with best regards


Jonathan Fine
Former TUG Board Member, former Chair of UK TUG.

Kaveh Bazargan

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Oct 16, 2015, 7:26:15 AM10/16/15
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Hello Jonathan

Thank you for your question. For the moment all I can say is that I am shocked and taken aback by seeing the email from TUG board, especially given my discussions with them as recently as 11 Oct. I would like to thank all the supportive emails I have received from members. This week I have been busy at the Frankfurt Book Fair, but I will come back with a status report shortly.

Regards
Kaveh

Axel Berger

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Oct 17, 2015, 6:15:10 AM10/17/15
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Kaveh Bazargan wrote on Fri, 15-10-16 13:26:
>I would like to thank all the supportive emails I have received from
>members.

I know neither you nor the case in question. But letting an office rest
while there are open and unresolved issues is a tradional and proven
way to go about things. Letting things escalate to a suspension is not.

--
Tschö wa
Axel

jfin...@gmail.com

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Oct 17, 2015, 9:57:49 AM10/17/15
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On Saturday, October 17, 2015 at 11:15:10 AM UTC+1, Axel Berger wrote:

> I know neither you nor the case in question. But letting an office rest
> while there are open and unresolved issues is a tradional and proven
> way to go about things. Letting things escalate to a suspension is not.

Axel has, indirectly, raised the topic of conflict of interest. I'm grateful to him for this. My understanding is as follows.

Suppose a board member buys or sells something to the organisation. This person is then on both sides of the transaction and so has a conflict of interest. A board member who is in a conflict of interest should disclose this, and the remainder of the board should ensure that the conflicted member cannot influence or unfairly benefit from the organisation's side of the transaction. It is good practice for an organisation to have a Conflict Of Interest policy.

It is not the conflict of interest that is harmful. It is the failure to disclose (on the one side) and the failure to protect (on the other).

For more on this see https://www.councilofnonprofits.org/tools-resources/conflict-of-interest

I invite the TUG Board, and Kaveh Bazargan, to comment on this.

--
Jonathan



Sivaram Neelakantan

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Oct 18, 2015, 12:14:22 AM10/18/15
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On Wed, Oct 14 2015,Karl Berry wrote:

> (reposting this announcement sent to all TUG members yesterday, on
> behalf of the TUG board of directors; more info will follow in due
> time.)
>
> -----------------
> Dear TUG members,
>
> We, as directors of the TeX Users Group, write to you about a
> difficult decision we have had to make. With regret, we announce that
> we have voted to suspend Kaveh Bazargan as TUG President, effective
> immediately. We need to explain this, and give the reasons for our
> actions.
>

[snipped 85 lines]

What does the suspension entail to the working of TUG now? Would TUG
be able to carry on without the assent of the TUG president on any
operational matters?


sivaram
--

Joseph Wright

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Oct 18, 2015, 11:44:15 AM10/18/15
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I note an addendum on the TUG website version of the notice
(http://tug.org/election/2015/suspension.html):

> (Addendum: per the TUG bylaws, while the suspension of the president
is effective, the vice-president assumes the duties of the office of
president.)

Joseph

Kaveh Bazargan

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Oct 20, 2015, 12:34:30 PM10/20/15
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Hi Axel

If you don't know me nor the case in question, perhaps best not to comment? ;-)

Regards
Kaveh

jfin...@gmail.com

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Oct 20, 2015, 4:02:02 PM10/20/15
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Sivaram Neelakantan wrote:

> What does the suspension entail to the working of TUG now? Would TUG
> be able to carry on without the assent of the TUG president on any
> operational matters?

Apologies for a long post. Summary: I argue that TUG now has a financial risk, and also a risk that members will be reluctant to stand for the Board. The Board can mitigate these risks by being open with us.

As Joseph Wright says, the vice-president (Jim Hefferon) takes over the role. But there's more to it than that. These events have created two substantial risks for TUG.

According to http://tug.org/election/2015/candidates.html Kaveh Bazargan got 307 votes, and Jim Hefferon 110, in the election this May for the TUG President. The vote of the TUG Board has overturned this result. Hefferon now has the role of President. This was the first contested election since 2005.

Now to the risks. The members who voted for Bazargan may be put out by this and decide not to renew their membership. (By the way, he was open in his election statement about his association with River Valley Technologies.) What impact will these non-renewals have on TUG.

The most recent accounts are for 2014 (http://tug.org/TUGboat/tb36-1/tb112treas.pdf). They show membership dues income of $92,000 (all figures rounded). If TUG has 1,500 members then 307 lost members would give a loss of $19,000, reducing total income to $105,000. (There are other sources of income.)

TUG has two major expenditures. Running the office (including payroll) is $68,000. Production and mailing of the TUGBoat journal is $19,000. Together that is $87,000. With a total income of $105,000 this leaves $18,000 available for promoting TeX. And this out of a membership income of $105,000.

The first risk is that in 2016 TUG becomes an organisation with a membership income of $105,000, office costs of $68,000. The balance of $37,000 is roughly divided between benefits to members and promoting TeX. Put another way, only 17 cents in every dollar of membership dues is spent on promoting TeX.

This is poor. Which brings us to the second risk. The Board runs TUG. It has just suspended its elected President, and passed the duties on to the runner up. The reason they give for this is good: there was "a clear conflict of interest, preventing proper fulfillment of the President's duties." The second risk is that members will be put off standing for the Board. The next election for President is 2017.

The Board can mitigate these risks, by telling us clearly what happened, and by answering our questions so that we can understand better why they "made the decision for suspension in the belief that it is the course of action that is best for TUG."

--
Jonathan

Peter Flynn

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Oct 20, 2015, 6:56:51 PM10/20/15
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On 20/10/15 21:01, jfin...@gmail.com wrote:
> Summary: I argue that TUG now has a financial risk, and also a risk
> that members will be reluctant to stand for the Board. The Board can
> mitigate these risks by being open with us.

AFAIK they have been.

> The members who voted for Bazargan may be put out by this and decide
> not to renew their membership.

I am sure the Board considered this; I would judge this to be a very
small risk, but that is simply my gut feeling and that neither carries
any weight (unlike my gut :-) nor is it representative of anything but me.

> The second risk is that members will be put off standing for the
> Board.

I don't believe -- again personally -- that the current circumstances
would affect future candidacies.

> The Board can mitigate these risks, by telling us clearly what
> happened

They already have, have they not?

> and by answering our questions

I am sure they will.

Jonathan, both you and I know many of the Board personally, and have
done for many years. We both also remember the Bad Old Days a long time
ago when there *were* serious questions over the conduct of TUG. I think
you, and I, in however small a way, and many of our colleagues in TUG
were instrumental, over a long period, in getting the organisation back
on track. I trust the Board to make decisions, even painful ones, on my
behalf as a member, and I believe they have made their position clear.

I agree that there are risks, and it is good that you should raise the
matter. But I just think they are small, and I suspect that the Board is
well aware of them.

///Peter

Jonas Malaco Filho

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Oct 20, 2015, 7:08:43 PM10/20/15
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Jonathan,

I _personally_ think the following two paragraphs of the Board's statement are the most relevant:

> In addition, the directors were informed that the fact of Kaveh's
election as TUG President was included in documents submitted to the
court. We believe that TUG should not take sides, or even appear to
take sides, in a lawsuit to which it is not a party. Such an
implication appears inevitable to us when the TUG presidency is used as
a material fact in a court case.

> Thus, we asked Kaveh to voluntarily suspend his presidency for the
duration of the lawsuit and any related legal matters. We were not
successful in convincing him that this would be best for TUG. Further,
he neither made an explanation as to why he did not reveal the existence
of the lawsuit at the time of the election, nor made any offer to
mitigate its effects now.

This does suggest that Kaveh might have have been acting not in the best interest of the TUG members, or even in good faith.

That said, I do think the Board needs to release more details about their decision, perhaps including the written communication between them and the suspended president and the Board minutes (on this subject, of course).

--
Jonas

jfin...@gmail.com

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Oct 21, 2015, 5:49:41 AM10/21/15
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On Wednesday, October 21, 2015 at 12:08:43 AM UTC+1, Jonas Malaco Filho wrote:

> I _personally_ think the following two paragraphs of the Board's statement are the most relevant:
>
> > In addition, the directors were informed that the fact of Kaveh's
> election as TUG President was included in documents submitted to the
> court. We believe that TUG should not take sides, or even appear to
> take sides, in a lawsuit to which it is not a party. Such an
> implication appears inevitable to us when the TUG presidency is used as
> a material fact in a court case.
>
> > Thus, we asked Kaveh to voluntarily suspend his presidency for the
> duration of the lawsuit and any related legal matters. We were not
> successful in convincing him that this would be best for TUG. Further,
> he neither made an explanation as to why he did not reveal the existence
> of the lawsuit at the time of the election, nor made any offer to
> mitigate its effects now.
>
> This does suggest that Kaveh might have have been acting not in the best interest of the TUG members, or even in good faith.

Hi Jonas

I agree. They are important. A good exercise here is to find the underlying facts, and restate them in your words, taking care to be neutral. I'll do that later, when I get time, if no-one does this earlier.

--
Jonathan

Kaveh Bazargan

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Oct 21, 2015, 12:17:32 PM10/21/15
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Hi Jonas

From my side, I am confident I have not acted against the interests of TUG or members at any point, and I believe I have acted in good faith.

I am certainly more than happy for all relevant communications between myself and the TUG board to be made public, so that TUG members can make their own minds on the matter. I hope the board will agree to this.

Regards
Kaveh

PS. Apologies to Axel for my sharp tone above!!

Ulrike Fischer

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Oct 21, 2015, 12:30:21 PM10/21/15
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Am Tue, 20 Oct 2015 13:01:50 -0700 (PDT) schrieb
jfin...@gmail.com:

> The Board can mitigate these risks, by telling us clearly what happened,

You shouldn't forget that there is a third party involved who has
the right (at least in germany) that his/her data and personal
information and personal affairs are not exposed publicitly.

The board has imho every right and even the obligation to keep some
details confidential.


--
Ulrike Fischer
http://www.troubleshooting-tex.de/

jfin...@gmail.com

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Oct 21, 2015, 1:39:40 PM10/21/15
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On Wednesday, October 21, 2015 at 12:08:43 AM UTC+1, Jonas Malaco Filho wrote:
> I _personally_ think the following two paragraphs of the Board's statement are the most relevant:
>
> > In addition, the directors were informed that the fact of Kaveh's
> election as TUG President was included in documents submitted to the
> court. We believe that TUG should not take sides, or even appear to
> take sides, in a lawsuit to which it is not a party. Such an
> implication appears inevitable to us when the TUG presidency is used as
> a material fact in a court case.
>
> > Thus, we asked Kaveh to voluntarily suspend his presidency for the
> duration of the lawsuit and any related legal matters. We were not
> successful in convincing him that this would be best for TUG. Further,
> he neither made an explanation as to why he did not reveal the existence
> of the lawsuit at the time of the election, nor made any offer to
> mitigate its effects now.
>
> This does suggest that Kaveh might have have been acting not in the best interest of the TUG members, or even in good faith.

Again apologies for a long post. I try to clarify matters. I also provide a URL for the lawsuit. I've tried to be neutral.

Here's my summary of the above paragraphs from the Board's statement.

FACT: Bazargan stated his role in TUG in court documents.
BOARD: This means TUG has taken his side in the case.
BOARD: Please stand down as President until the case is over.
BAZARGAN: No, or no reply.
BOARD: Bazargan concealed the lawsuit at the time of election.
BOARD: Bazargan should have mitigated its effects.

In the above, FACT means something I expect to be true, BOARD means something said by board members, and similarly BAZARGAN. In this I've replaced what I regard as https://en.wikipedia.org/wiki/Weasel_word expressions by their direct equivalent, and replaced suggestions by explicit statements. For example
> did not reveal the existence of the lawsuit
gives the strong impression that he concealed the lawsuit.

Here are some more facts.

FACT: Bazargan's election statement is open about his relation with River Valley Technologies.
FACT: Bazargan's statement does not mention the lawsuit.
FACT: http://rivervalleytechnologies.com/legal-proceedings-commence/ states
NOVEMBER 27, 2014
River Valley Technologies commences legal proceedings against its old production partners, Focal Image India Pvt. Ltd, for infringement of software and IP rights.

Here's my attempt at a fair summary of the key facts, just regarding the election.

Bazargan revealed his interest in River Valley in his election statement. This is a potential conflict of interest. The lawsuit was neither revealed to or concealed from the TUG members.

I know I've not yet dealt conflict of interest.

--
Jonathan

Axel Berger

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Oct 21, 2015, 4:15:16 PM10/21/15
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Kaveh Bazargan wrote on Wed, 15-10-21 18:17:
>PS. Apologies to Axel for my sharp tone above!!

Never mind, for you this is personal.

news13

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Oct 24, 2015, 8:54:37 PM10/24/15
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On Wed, 21 Oct 2015 02:49:34 -0700, jfine2358 wrote:


> I agree. They are important. A good exercise here is to find the
> underlying facts, and restate them in your words, taking care to be
> neutral.

Then that puts you out of the running. So STFU.
It also demonstrates the falsity of someone claiming to be neutral.
You're determined to plague this newsgroup with your posts until you get
your way.
The board was elected and from the posts reported acted according to the
rules.
The fact that 74% of members voted for someone is irrelevant.
The job of a "president" of an organisation is just to overseas the
running. It isn't the position of power. It is position of
responsibility.

Anyone on the board using their position to add "authority to any legal
proceedings" is abusing their position. It also starts to divide the
group.

If the person has the best interest of TUG at heart, they would have
stood down, resolved their legal dispute in normal course, then stood for
election again.

jfin...@gmail.com

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Oct 25, 2015, 7:10:43 AM10/25/15
to
news13 wrote:
> jfine2358 wrote:
> > I agree. They are important. A good exercise here is to find the
> > underlying facts, and restate them in your words, taking care to be
> > neutral.
>
> Then that puts you out of the running. So STFU.

My fair summary of the key facts, just regarding the election, was "Bazargan revealed his interest in River Valley in his election statement. This is a potential conflict of interest. The lawsuit was neither revealed to or concealed from the TUG members."

Please, news13, tell me how it can be improved. Or provide your own fair summary instead.

--
Jonathan

news13

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Oct 25, 2015, 10:09:14 AM10/25/15
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Irrelevant shill. You've demonstrated your real adgenda as I claimed.

jfin...@gmail.com

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Oct 26, 2015, 6:22:33 PM10/26/15
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On Sunday, October 25, 2015 at 2:09:14 PM UTC, news13 wrote:
> Irrelevant shill. You've demonstrated your real adgenda as I claimed.

According to https://en.wikipedia.org/wiki/Shill "A shill, also called a plant or a stooge, is a person who publicly helps a person or organization without disclosing that they have a close relationship with the person or organization."

The last time I met, or spoke with Kaveh Bazargan was in 2008. We were both at the TUG and Math Knowledge Management Conferences. Between then and his suspension by the TUG Board, I've had no personal communication with him at all (and our only communication was on the UK TUG Committee mailing list).

Since his suspension I've communicated with both the Board and the President. My agenda is open: to help bring about a solution that respects both the result the election of the President and the need for TUG to be governed without conflict of interest.

Recently, on comp.text.tex, Malcolm Clark (former President of TUG) has written that he wholeheartedly supports me in this aim.

--
Jonathan

jfin...@gmail.com

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Nov 1, 2015, 11:32:05 AM11/1/15
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I wrote:
> The last time I met, or spoke with Kaveh Bazargan was in 2008. We were both at the TUG and Math Knowledge Management Conferences. Between then and his suspension by the TUG Board, I've had no personal communication with him at all (and our only communication was on the UK TUG Committee mailing list).

Here's a declaration, in the interests of openness. Yesterday Kaveh and myself were at the UK TUG AGM Meeting (http://uk.tug.org/2015/11/01/speaker-meeting-2015-2/) and afterwards we had a personal conversation for about 30 minutes. Without breaking Board confidentially, he told me some of the background to the recent events. I told him what my purpose and goals here were.

I'd be happy to have a similar conversation with any Board member. Arthur Reutenauer (TUG Board and UK TUG Committee member) was unable to attend the UK TUG meeting yesterday, due to a prior engagement. If Arthur was there I would have offered to speak with him on a similar basis, and if he wishes I'll talk with him by telephone.

I'll repeat my purpose:
> Since his suspension I've communicated with both the Board and the President. My agenda is open: to help bring about a solution that respects both the result the election of the President and the need for TUG to be governed without conflict of interest.

--
Jonathan

news13

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Nov 2, 2015, 7:32:47 AM11/2/15
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On Sun, 01 Nov 2015 08:31:53 -0800, jfine2358 wrote:


> I'll repeat my purpose:
>> Since his suspension I've communicated with both the Board and the
>> President. My agenda is open: to help bring about a solution that
>> respects both the result the election of the President and the need for
>> TUG to be governed without conflict of interest.

Lol, deftly ignoring the real problem here; seeking to use his position
for personal benefit.

Presenting yourself as holding a position/power without the PRIOR
agreement of the board is "illegal/dangerous" here. Unfortunately, too
many people overlook similar stuff "because X is a good bloke/popular"
and many organisations have suffered in the past from the consequences.

If you want to act in the best interests of TUG, stop your campaign.
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