[gentoo-nfp] Re: Council=CTO or Executive Board? [was: Re: Re: Re: Foundation reinstated]

[gentoo-nfp] Re: Council=CTO or Executive Board? [was: Re: Re: Re: Foundation reinstated]

[Steve Long]

William L. Thomson Jr. wrote:

> On Mon, 2008-05-19 at 21:36 +0100, Steve Long wrote:
>>
>> Yeah but I disagree that the Council is limited to CTO, since the whole
>> pupose of Gentoo is to develop software. I'd argue the Trustees are a
>> Supervisory Board, and the Council an Executive Board within the two-tier
>> model.
> 
> CTO is an executive position and title. Given full control over R&D,
> technology, technical direction, etc.
>
Sure: the point I'm making is that the Executive body oversees the core 
day-to-day activities of producing whatever goods or services the 
organisation provides. In Gentoo's case, that's software development, and I 
don't think the Trustees can declare that to be simply technology related to 
the industry: it's the *whole* of what Gentoo does.
 
> But the council is not over the foundation wrt to hierarchy. It's
> supposed to be a subsidiary board. For example, Council dictates to
> infra. But infra lacks what they need to make council happy. Decision to
> approve/fund, lies with foundation. So who's the top? ( not meant in
> terms of power )
>
Hmm I thought the Council had authority to approve expenditure? IIRC Gentoo UK 
received a small amount last year for the hall hire.

While I agree that the Trustees have the legal responsibility, and would 
welcome their actively engaging with financial, legal, personnel and indeed 
social matters, I see that as *support* for the core work, not _authority_ 
over it. Agreed, they are at the top of that hierarchy, as you put it, 
certainly in legal terms wrt IP. I still think this is more like a 
Supervisory Board (including the Chair and non-execs) with the Council as 
Executive Board.

> Something happens technically and Gentoo is sued. Does council then step
> in and represent Gentoo. No the foundation does, and take full blame and
> responsibility for councils actions or etc.
>
Well the disclaimer of any and all warranty, express or implied, contained in 
the GPL means there can be no legal comeback for any technical failings as 
far as I can see. What technical screw-up could possibly happen that would 
incur liability for the Foundation?

Even the hypothetical "rogue dev" or group of devs would imo only incur 
liability for themselves as individuals, not anyone else who was not party 
to, and had no knowledge of, their actions.

> In a case like the present, where the council is to be replaced per some
> policy. There is no entity over the council to see that through. Because
> of our current structure. Nor are there any checks or balances.
>
Hmm that's true enough. My feeling is that the Council is pretty open in its 
meetings (more so this year than last, since meetings are open to the floor) 
so the check and balance are the devs. And there can't always be yet another 
body to oversee changes; at some point it has to stop. Granted, the Trustees 
have bylaws, and are legally formed to follow those, but that is no guarantee 
of anything, based on the past and also on the attempts by drobbins to stuff 
the board with his nominees: that structure can easily be subverted iow. 
Since the Council deals with the stuff we're all interested in, there is a 
guaranteed level of interest in their meetings and decisions.
 
> More to the point that this hurts Gentoo technically. While companies
> like Redhat can partner with say Intel. Making sure their stuff is
> certified on Intel hardware. There would need to be liaisons if that was
> to happen for Gentoo.
>
I thought Gentoo already has agreements with other organisations? That was 
given as a reason for not simply ditching the old Foundation and starting 
afresh. But agreed, liason with external entities and the wider environment, 
is very much under the remit of the Supervisory Board, or the Chair and 
non-execs.
 
> Like say the council says we want to support Intel's newest yet to be
> released chipset. They mention that to the board/officers. Whom then in
> turn contact Intel and facilitate a vendor relationship. Which is then
> handed back to the council, to see through technically.
> 
> Again normal organization like you would see in any normal business
> entity. Which the Gentoo Foundation is a business entity,

It's not though is it? It's a charity, based on volunteer work.

> so should have some structure to reflect that. Given how chaotic at times 
> our existing structure is, or lack there of. I can see it making a huge
> difference in the long run.
>
My feeling is that that risks losing the sense of "creative anarchy" that 
others have mentioned to me as being a bonus of working on Gentoo. Simply 
put, Gentoo devs are not beholden to any company, nor deadlines, and I 
imagine quite like it like that (I certainly enjoy the fact that I am not 
answerable to anyone for the bits of Free work I do), so expecting them 
collectively to form a "business entity" is unrealistic, perhaps.

Businesses using the technology, as you have mentioned, are another matter, 
similarly to any other distro, and should imo pay a regular fee of some sort 
to Gentoo. (If it doesn't help their bottom line, they wouldn't be using it.)

>> The portage team strike me more as the CTO in that setup though I admit
>> your knowledge of these titles outweighs mine ;)
> 
> What does the portage team have to do wrt to R&D, or technical direction
> of Gentoo as a whole?

It was the "industry-specific technologies" part of the CTO def'n you linked 
that made me think of that. Within the world of software distros, what is 
specific to Gentoo is portage and the ebuilds it enables.

> Portage is just one piece of the pie, that the council oversees, decides the 
> recipe, and bakes.

Yes but it does that for everything produced by Gentoo. Support and 
documentation are built around the software, not the other way round.

> Thus CTO, there is no 
> one beyond the CTO on technical matters. They are the top, and they
> report in layman's to the CEO/Officers, and board at times if they are
> split.

HR, Finance, Legal, IT et al are only there to support the main 
product/workflow in any corp. I'm curious as to what else, besides the 
distro, you see as Gentoo's product?

> For decisions that might involve them or to simply keep them 
> informed or in the loop.
> 
> Put it like this, Council answers to devs. Foundation answers to
> community. At some point the council should answer to the Foundation as
> well. Otherwise the community has no voice, only developers.
>
I agree the Council should answer to the Foundation, and vice versa, most 
specifically in the Foundation's case wrt how their work supports the 
mainline activity. And I'm all in favour of the Trustees taking on social and 
political issues, as well as the Financial, Legal and so on.
 
> Although the Foundation, board/officers, will never dictate to the
> council/CTO on technical matters. At best only suggest, based on the
> will of the community, vendors, or etc. What the council does from
> there, is up to them. As it is now. Because after all they know what is
> best technically, and that's their call to make in the end.
> 
Yes and that technical stuff is not simply industry-specific technologies to 
support some other activity: it's the whole of the activity of the 
organisation.

Please do check out the Supervisory Board link if you haven't; it's a model 
that's much more prevalent in the EU than the US, and I feel it's much closer 
to the intent of the Foundation than your suggestions for the Trustees as the 
Executive Board.

http://en.wikipedia.org/wiki/Supervisory_board
-- 
gentoo-nfp@lists.gentoo.org mailing list

Re: [gentoo-nfp] Re: Council=CTO or Executive Board? [was: Re: Re: Re: Foundation reinstated]

[William L. Thomson Jr.]

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On Tue, 2008-05-20 at 20:27 +0100, Steve Long wrote:
>
> Hmm I thought the Council had authority to approve expenditure?

Council has no direct access to bank account or funds.

> While I agree that the Trustees have the legal responsibility, and would 
> welcome their actively engaging with financial, legal, personnel and indeed 
> social matters, I see that as *support* for the core work, not _authority_ 
> over it. Agreed, they are at the top of that hierarchy, as you put it, 
> certainly in legal terms wrt IP. I still think this is more like a 
> Supervisory Board (including the Chair and non-execs) with the Council as 
> Executive Board.

There is allot of other executive tasks that don't really fall under the
council. Where does PR fall? Where does Events fall? We are supposed to
be promoting education, where does that lie? What about elections? The
Gentoo store? GenCon? :)

Eventually I would like to see officers split from the board. The board
will take on a purely oversight and advisory role then. Also perform
judiciary tasks if necessary. While day to day things are done by
Officers, and Council. Council pretty much running the project, and in
control of anything and everything technical. Which is a majority of the
project, but not all of it.

But there is a TON of stuff that falls outside of that. Currently by the
wayside.

> Well the disclaimer of any and all warranty, express or implied, contained in 
> the GPL means there can be no legal comeback for any technical failings as 
> far as I can see. What technical screw-up could possibly happen that would 
> incur liability for the Foundation?

No clue offhand, would have to go look at who is suing RedHat, or Novel
or others. If there are any. Likely a broad example, but point was if
there needs to be representation for Gentoo. It's the Foundation that
legally represents the project.


> I thought Gentoo already has agreements with other organisations?

What organizations and what agreements? Those things should be made
publicly available. To date, I can't get any info from any but one of
our sponsors/donors, Bytemark. So what ever agreements with any
organizations that do or don't exist. We are not privy to that
information.

It does have me a little concerned over infra stuff. Being as how these
agreements aren't public. Contacting sponsors to get such information.
Seems to have allot of resistance for the agreements to be official,
and/or public. None of which I like at all.

Beyond that, we have no agreements or associations with Vendors ATM. If
anyone has any knowledge or information there. I would hope they would
disclose it to all, or at least the board of trustees.

> > Again normal organization like you would see in any normal business
> > entity. Which the Gentoo Foundation is a business entity,
> 
> It's not though is it? It's a charity, based on volunteer work.

Gentoo Foundation, Inc.
http://www.nmprc.state.nm.us/cgi-bin/prcdtl.cgi?2463313+GENTOO+FOUNDATION+INC

On paper, the Gentoo Foundation is a legal entity, NPO just like any
other on file.

> > so should have some structure to reflect that. Given how chaotic at times 
> > our existing structure is, or lack there of. I can see it making a huge
> > difference in the long run.
> >
> My feeling is that that risks losing the sense of "creative anarchy" that 
> others have mentioned to me as being a bonus of working on Gentoo. Simply 
> put, Gentoo devs are not beholden to any company, nor deadlines, and I 
> imagine quite like it like that (I certainly enjoy the fact that I am not 
> answerable to anyone for the bits of Free work I do), so expecting them 
> collectively to form a "business entity" is unrealistic, perhaps.

No, in fact my ideas for Gentoo to operate with more structure are 100%
so Gentoo can stand on it's own two feet. Answer to no one but the
community, and it's mission. Be fully funded and not dependent on any
one or more sponsors, donors, etc. Not risk the chance of losing infra
support if a person changes jobs. Or company is unable to continue
supporting the project etc.

For example, what could RH be if it was just what it is now. But with no
investors, share holders. Deadlines, profit margins, etc. In short, a
technical RedCross that puts out the best OS in the world, for free :)

> Businesses using the technology, as you have mentioned, are another matter, 
> similarly to any other distro, and should imo pay a regular fee of some sort 
> to Gentoo. (If it doesn't help their bottom line, they wouldn't be using it.)

Yes, and that's part of how I see Gentoo being able to fund itself.
Possible in one form, any business wishing to be a member of the
foundation. Would pay to do so, amount based on the size of the entity.
3 or so tiers.

I have spoken with others locally looking to possible make products and
service offerings on top of Gentoo. Which they would feel obligated to
give back to the foundation. Not as a donation, but in a form of
investment. To secure the future of something they depend on. Which is
also my interest.

> HR, Finance, Legal, IT et al are only there to support the main 
> product/workflow in any corp. I'm curious as to what else, besides the 
> distro, you see as Gentoo's product?

Well product wise very little, unless you factor in some store items.
But that's pretty moot. It's more a service to the community, than
product per say. Granted we put out the Gentoo distro. But in doing so,
there is participation in countless other products. Providing allot of
service to man kind, in a sense.

What's the RedCross's products :)

> I agree the Council should answer to the Foundation, and vice versa, most 
> specifically in the Foundation's case wrt how their work supports the 
> mainline activity. And I'm all in favour of the Trustees taking on social and 
> political issues, as well as the Financial, Legal and so on.

It's just about greater collaboration, organization, delegation and
separation of duties. Checks and balances, etc. It's not trying to take
power from the council. In fact the opposite, making the council better.
Making all things to do with Gentoo better.

> Yes and that technical stuff is not simply industry-specific technologies to 
> support some other activity: it's the whole of the activity of the 
> organisation.

But technical things is not all there is to Gentoo. Listen to most
interviews, or postings. There are so many ways people can help the
project in non-technical ways. Yes at it's core Gentoo is a piece of
technology. But there is allot to any organization of size, and Gentoo
has put on some size.

> Please do check out the Supervisory Board link if you haven't; it's a model 
> that's much more prevalent in the EU than the US, and I feel it's much closer 
> to the intent of the Foundation than your suggestions for the Trustees as the 
> Executive Board.

When the board can be separated from the Officers. It will be more of
that. But officers will then have other duties and responsibilities.
Which presently both are kinda mixed together. Some Gentoo Foundation
docs says there aren't positions like Treasurer, etc. But under the law,
an organization must have officers.

-- 
William L. Thomson Jr.
amd64/Java/Trustees
Gentoo Foundation


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