Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[Roy Bamford <neddyseagoon@gentoo.org>]

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Richard, 

I've seen fmccors reply, let me have a got too. 

On 2008.09.02 23:16, Richard Freeman wrote:
> Roy Bamford wrote:
> > The three remaining trustees were also nominated to stand for
> election 
> > for the council. Had they all accepted and been elected to the
> council, 
> > today we would be in the position of having trustees being a subset
> of 
> > council. That would have totally destroyed the council/foundation
> split 
> > that was one of the reasons the two bodies were created.
> > 
> > We need rules to stop that situation from occuring.
> > 
> 
> Is this the case?  That we need to stop the council/trustees from
> overlapping?  Is it true that the council/foundation split was one of
> the reasons the two bodies were created?
It wasn't that simple - I'll add some history further down.
> 
> My understanding is that the reason we have two bodies is so that
> people
> can contribute to either the council and/or the trustees based on
> their
> enthusiasm or ability to contribute, without being required to
> contribute to both.  Also - due to the foundation being a US
> corporation
> it is likely the case that we can't have non-US-residents holding
> board
> positions.  So, the split is a practical matter - not a matter of
> principle per se.

There have been a number of non US citizen trustees over the years.
I'm the only one at the moment. Three of the original 13 trustees were 
non-US citizens. There are some roles that are more difficult for a non 
US citizen to perform, like treasurer, which requires dealing with 
cheques.
> 
> I wasn't seriously involved back when the trustees were created so I 
> won't presume to argue that I really know all the reasons for it  
> being a separate body.  However, I don't think that really matters - 
> the only thing that matters is if we think it should be forced to be 
> such today.

The two bodies were created at different times - I was not a developer 
at the time so some of this is hearsay ...
The Gentoo Foundation Inc was created on 14th May 2004 (ref Articles of 
Incorporation) as a part of the process of Daniel Robbins (our founder) 
extracting himself from Gentoo.
Daniel held the post of Chief Archietect and pretty much ran gentoo as 
a benevolent dictator. He also had a business orgainsation known as 
Gentoo Technologies Inc which owned Gentoos trademarks and IPR.

As part of Daniels leaving, the Foundation was set up and the Gentoo 
Technologies Inc trademarks and IPR transferred to it. (Thats legally 
documented too.) The intent of the foundation is stated in the 
introduction to the Foundation Charter. 
http://www.gentoo.org/foundation/en/
Its clear it was intended to be separate from the technical part of 
Gentoo. 

At this time, technical leadership of Gentoo was left to the Top Level 
Project leads. It was not yet the council - that came later.

The council was created by GLEP 39 
http://www.gentoo.org/proj/en/glep/glep-0039.html from that it appears 
that the GLEP was created on 01-Sep-2005 and adoped on 09-Feb-2006, 
nearly two years after the creation of the Foundation.

It follows that the Foundation was created to replace Gentoo 
Technologies Inc, leaving the old (beneth Daniel) technical leadership 
untouched and the council came into being as a solution to the 
increasing number of top level projects some time later.

In a nutshell, we have two bodies today because its always been that 
way. Gentoo Technologies became the Forundation and the top level 
project leads became the council.

> 
> In my opinion the benefits of joint council/trustee membership
> outweigh 
> the downside.  However, I'm sure things will go on fine either way - 
> I'll trust the trustees/council to make the right decision.

I think thats a somewhat simplistic view of the world. In the legal/
business environment that the Foundation operates in we cannot trust to 
luck and we should not trust individuals to do 'the right thing'. Often 
different groups have different views of what the 'right thing' is.

As I have explained the two bodies were created at different times to 
solve different problems. I would venture to guess that there was no 
thought given to creating a more normal corporate structure for Gentoo 
when Daniel departed.

Now back to your point. I am convinced that the two bodies should 
staffed by separate individuals as they serve two different purposes 
and represnet two different (but overlapping) groups. I agree that the 
groups could be merged into a more usual corporate structure but 
only by a deliberate act by both groups (or their leaders). It would be 
wrong to permit one group to *accidently* be lead by a subset of the 
other.

- -- 
Regards,

Roy Bamford
(NeddySeagoon) a member of
gentoo-ops
forum-mods
treecleaners
trustees
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