[gentoo-nfp] Spending money authority

[gentoo-nfp] Spending money authority

[William L. Thomson Jr.]

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When I was thinking again about Gentoo's structure. The relationship of
the Foundation and the Council. I thought of an odd scenario. The
council rules the project, period. No contesting that and I am not
looking to change that.

That said, the Council decides to take some action within Gentoo. That
decision and action requires funding. Now who's hands does the power lie
in? At that point the Trustees, and if they choose not to fund the
request. Then what? Council is denied their supreme authority. Hardly
ideal, and I believe goes against the purpose of the council.

Case in point. Last year for the Florida Linux Show, I had to ask and
get Trustees approval to fund a booth at the show for Gentoo[1]. To me
that seems like a decision that should fall to the Council not the
Foundation.

The only time the Foundation should deny a funding request/order from
the council is if there is not adequate funds available. But it should
not be up to a second body what areas get funded and don't.

The Foundation isn't running the project, why should they be in control
of what money is spent on. Now access and final payment, I think should
still go through the Foundation. But more as acting on the Council's
ruling or decision. Unless it's a totally insane request, there might be
some veto power in the request/order. But really it should not be up to
the Foundation. It's not it's mission to decide those things. Just
oversee and enact.


1. http://bugs.gentoo.org/show_bug.cgi?id=192511

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


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Re: [gentoo-nfp] Spending money authority

[Colonel Panic]

On Tue, 10 Jun 2008 22:39:30 -0400
"William L. Thomson Jr." <wltjr@gentoo.org> wrote:

> When I was thinking again about Gentoo's structure. The relationship of
> the Foundation and the Council. I thought of an odd scenario. The
> council rules the project, period. No contesting that and I am not
> looking to change that.

The Foundation is a hybrid. Part of it is a corporate entity, and part of it is a trust (in name at least). These two parts have nothing in common. The corporate model is commercial and is not well suited to softare development. Microsoft is the best example of this. 

Trusts are based on equity, not commercial law. Trusts are a good model for software development, for example a group of authors collaborating on a project and sharing the credit.

The Council is based on the democratic model, which is typically controlled by corporate interests rather than popular ones.

> 
> That said, the Council decides to take some action within Gentoo. That
> decision and action requires funding. Now who's hands does the power lie
> in? At that point the Trustees, and if they choose not to fund the
> request. Then what? Council is denied their supreme authority. Hardly
> ideal, and I believe goes against the purpose of the council.

The problem you've got is that you're emulating a system that was built on commercial law, and your essential processes of building information systems do not fit into that model.

The remedy is to recognise and focus on the quality of equity, and to base control and benefits on that equity. Equity follows the law, but sometimes the law follows equity. What this means in the context of Gentoo is that agreements should be based on the pro-rata assignment of benefits arising from development, since Gentoo's core operations are based on equity not commerce.

It is the role of trustees to determine how equity is distributed so as to conform to the deed of the trust. The role of trustee should be separate from the role of officer or agent of a corporate entity. Currently this isn't the case. The ideal situation, in my opinion, would be that the Council consisted only of trustees and the Foundation consisted only of commercial agents or officers. It follows that election of trustees and agents/officers should be weighted according to the the benefits arising from the work of individual developers.

> 
> Case in point. Last year for the Florida Linux Show, I had to ask and
> get Trustees approval to fund a booth at the show for Gentoo[1]. To me
> that seems like a decision that should fall to the Council not the
> Foundation.

If the Council was the same as the group of trustees then the decision would naturally fall with them.

> 
> The only time the Foundation should deny a funding request/order from
> the council is if there is not adequate funds available. But it should
> not be up to a second body what areas get funded and don't.

Yes, although the Foundation has legal obligatons which may limit funding.

> 
> The Foundation isn't running the project, why should they be in control
> of what money is spent on. Now access and final payment, I think should
> still go through the Foundation. But more as acting on the Council's
> ruling or decision. Unless it's a totally insane request, there might be
> some veto power in the request/order. But really it should not be up to
> the Foundation. It's not it's mission to decide those things. Just
> oversee and enact.

Perhaps oversight would be better replaced by an advisory role.

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Re: [gentoo-nfp] Spending money authority

[Alistair Bush]

William L. Thomson Jr. wrote:
> When I was thinking again about Gentoo's structure. The relationship of
> the Foundation and the Council. I thought of an odd scenario. The
> council rules the project, period. No contesting that and I am not
> looking to change that.

I contest that the Foundation not only rules,  but is Gentoo.  It owns 
the assets and funds of Gentoo and it is it's responsibility that they 
are used appropriately.

> That said, the Council decides to take some action within Gentoo. That
> decision and action requires funding. Now who's hands does the power lie
> in? At that point the Trustees, and if they choose not to fund the
> request. Then what? Council is denied their supreme authority. Hardly
> ideal, and I believe goes against the purpose of the council.
> 

And what happens if the Council actions funding that is against the 
interests of Gentoo.  Is the Foundation to blindly accept there decision.

> Case in point. Last year for the Florida Linux Show, I had to ask and
> get Trustees approval to fund a booth at the show for Gentoo[1]. To me
> that seems like a decision that should fall to the Council not the
> Foundation.

Isn't the Council only interested in Gentoo Development?  Why burden it 
with non-development related funding requests?

> 
> The only time the Foundation should deny a funding request/order from
> the council is if there is not adequate funds available. But it should
> not be up to a second body what areas get funded and don't.

The only time the Foundation should deny a funding request/order form 
from the Council is when

1) There is not adequate funds
2) The request does not satisfy one of the Principles or Tasks of the 
Gentoo Foundation.

> 
> The Foundation isn't running the project, why should they be in control
> of what money is spent on. Now access and final payment, I think should
> still go through the Foundation. But more as acting on the Council's
> ruling or decision. Unless it's a totally insane request, there might be
> some veto power in the request/order. But really it should not be up to
> the Foundation. It's not it's mission to decide those things. Just
> oversee and enact.

I actually see very little difference between this and other threads on 
Gentoo's organisational structure. [1]  One thing that I get the 
impression of, is that ppl think that just because one Group has the 
power it has to be the one to enforce it.  The Foundation could quiet 
easily delegate some/all spending authority to the Council if it wishes.

I would like the Foundation to have veto powers of nearly everything the 
Council does,  but would expect the convention to be that the Foundation 
accepts decisions (automatically) by Council ( unless there is something 
really wrong with the decision ).  I have also detailed ways to stop to 
much power from being held within the Foundations hands ( via Councils 
right to call Foundation elections and vice-versa ).

Alistair

[1] 
http://archives.gentoo.org/gentoo-project/msg_5e369c64711639bbcde1671313ea933a.xml
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Re: [gentoo-nfp] Spending money authority

[Richard Freeman]

Alistair Bush wrote:
> 
> And what happens if the Council actions funding that is against the 
> interests of Gentoo.  Is the Foundation to blindly accept there decision.
> 

Well, if the two bodies have the same constituency I can't see this 
being too likely to happen.

While the foundation can technically exercise a veto on the spending of 
money, and has other legal powers with regard to the trademark and use 
of property owned by the foundation, its ability to use this power is 
limited practically.

Imagine what would happen if the trustees decided they really didn't 
like the council's actions and decided to take any kind of serious 
action as a result.  I'm not talking about not paying $200 for a booth 
at a conference - I'm talking about calling up a hosting company and 
reassigning root access on an infrastructure box or something like that, 
so that policy can be changed and enforced.  That kind of action could 
potentially lead to a fork - particularly if a majority of devs oppose 
the action.  It would only work out ok if the devs managed to elect a 
bunch of dictators to the council and regretted their choices later (but 
somehow managed to not elect similarly-minded dictators to the trustees).

Again, as long as both bodies are elected by the same developers I don't 
think that it is likely that they'll ever be in this kind of opposition. 
  However, in practice neither body has that great a "veto" power over 
the other.  Legal ownership of property isn't a big trump card in an 
open-source linux distro.  It is nice to come up with theoretical 
scenarios where various groups can override each other, but we're 
talking about human beings here, and people don't just sit and watch 
while their democratically-elected leaders are dismantled (in either 
organization).  Both groups have the needs of Gentoo at heart, and as a 
result neither can afford to start a war with the other...

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Re: [gentoo-nfp] Spending money authority

[Alistair Bush]

Richard Freeman wrote:
> Alistair Bush wrote:
>>
>> And what happens if the Council actions funding that is against the 
>> interests of Gentoo.  Is the Foundation to blindly accept there decision.
>>
> 
> Well, if the two bodies have the same constituency I can't see this 
> being too likely to happen.

Why?  There are plenty of examples within democracies of Governments 
ignoring their constituency when passing law's etc.

> 
> While the foundation can technically exercise a veto on the spending of 
> money, and has other legal powers with regard to the trademark and use 
> of property owned by the foundation, its ability to use this power is 
> limited practically.
> 
> Imagine what would happen if the trustees decided they really didn't 
> like the council's actions and decided to take any kind of serious 
> action as a result.  I'm not talking about not paying $200 for a booth 
> at a conference - I'm talking about calling up a hosting company and 
> reassigning root access on an infrastructure box or something like that, 
> so that policy can be changed and enforced.  That kind of action could 
> potentially lead to a fork - particularly if a majority of devs oppose 
> the action.  It would only work out ok if the devs managed to elect a 
> bunch of dictators to the council and regretted their choices later (but 
> somehow managed to not elect similarly-minded dictators to the trustees).

Except that a fork doesn't limit the foundations powers,  it just 
influences the state of Gentoo after all the developers abandon it.

> Again, as long as both bodies are elected by the same developers I don't 
> think that it is likely that they'll ever be in this kind of opposition. 
>  However, in practice neither body has that great a "veto" power over 
> the other.  Legal ownership of property isn't a big trump card in an 
> open-source linux distro.  It is nice to come up with theoretical 
> scenarios where various groups can override each other, but we're 
> talking about human beings here, and people don't just sit and watch 
> while their democratically-elected leaders are dismantled (in either 
> organization).

Really?  You read the news don't you?  Have learnt some history?  Why do 
you think most governments have Upper and Lower Houses?  There is one 
thing that I want to make clear.  I don't want to overly formalise the 
whole governance structure gentoo, but I also don't want it to be 
ad-hoc.  The one problem I see is that Conventions will never work 
within an open-source org as developers will change them willy nilly to 
prove a point.   Therefore, I believe, we need some simple, easy to 
follow rules.

>  Both groups have the needs of Gentoo at heart, and as a 
> result neither can afford to start a war with the other...

And yet that won't stop a war from happening.  At least if both the 
Foundation and the Council have the right to call elections then the 
power rest firmly with those who vote.  If for instance the Foundation 
were to dismiss the Council against the wishes of the large dev 
community I would expect the community to vote the Council members back 
in and give the Foundation its marching orders.
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Re: [gentoo-nfp] Spending money authority

[Colonel Panic]

On Wed, 11 Jun 2008 06:45:02 -0400
Richard Freeman <rich0@gentoo.org> wrote:

> It is nice to come up with theoretical 
> scenarios where various groups can override each other, but we're 
> talking about human beings here, and people don't just sit and watch 
> while their democratically-elected leaders are dismantled (in either 
> organization).  Both groups have the needs of Gentoo at heart, and as a 
> result neither can afford to start a war with the other...

A strategy based on need leads to anarchy. What are the underlying values and philosophies of the developer community? If they are known then a strategy can be developed which is unlikely to cause division.
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Re: [gentoo-nfp] Spending money authority

[Richard Freeman]

Alistair Bush wrote:
> Richard Freeman wrote:
>> Well, if the two bodies have the same constituency I can't see this 
>> being too likely to happen.
> 
> Why?  There are plenty of examples within democracies of Governments 
> ignoring their constituency when passing law's etc.
> 

Yes - and when this does happen - it tends to happen regardless of the 
checks and balances that are put into place.

> 
> Except that a fork doesn't limit the foundations powers,  it just 
> influences the state of Gentoo after all the developers abandon it.
> 

If a majority of developers abandon Gentoo (a drastic outcome, I'll 
admit), I think we can all agree that the state of Gentoo will be far 
worse than it is now.  This is something to be avoided, which in 
practice limits the foundation's powers, unless the foundation is more 
focused on proving a point than furthering Gentoo.

> 
> Really?  You read the news don't you?  Have learnt some history?  Why do 
> you think most governments have Upper and Lower Houses?  

As a check and balance - but in the case of a government we're talking 
bodies that govern millions of people - not 100 or so.  Also - in most 
cases the upper and lower houses tend to have the same constituencies 
(which is my whole point).  Governments also have sources of revenue 
sufficient to fund their operation - they don't rely on volunteers to 
any large degree.  That enables them to survive for quite a long time 
even when they are highly inefficient - if Gentoo were as well-run as a 
typical government I think most of us would find better places to devote 
our energy.

 > There is one
> thing that I want to make clear.  I don't want to overly formalise the 
> whole governance structure gentoo, but I also don't want it to be 
> ad-hoc.  The one problem I see is that Conventions will never work 
> within an open-source org as developers will change them willy nilly to 
> prove a point.   Therefore, I believe, we need some simple, easy to 
> follow rules.
> 

No argument there.  But keep in mind that the devs should drive the 
rules - not the other way around.

>>  Both groups have the needs of Gentoo at heart, and as a result 
>> neither can afford to start a war with the other...
> 
> And yet that won't stop a war from happening.  At least if both the 
> Foundation and the Council have the right to call elections then the 
> power rest firmly with those who vote.  If for instance the Foundation 
> were to dismiss the Council against the wishes of the large dev 
> community I would expect the community to vote the Council members back 
> in and give the Foundation its marching orders.
> 

Again, that is fine - as long as both have the same constituency.  If 
they have different constituencies then this could turn into a huge mess 
- as both groups would keep getting re-elected by their different 
constituencies, and the issues wouldn't actually get resolved.

My argument isn't really one of what the council/trustee's authority 
should be.  My point is that for gentoo to be successful these groups 
need to work well together.  We can't really afford for either group to 
discover a mandate to be an overseer to the other - it will just lead to 
a massive waste of resources that will only serve to weaken the distro. 
  I don't think it is constructive when we dream up all kinds of 
scenarios where the two bodies can enter into open war against the other.
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Re: [gentoo-nfp] Spending money authority

[Alistair Bush]

>> Except that a fork doesn't limit the foundations powers,  it just 
>> influences the state of Gentoo after all the developers abandon it.
>>
> 
> If a majority of developers abandon Gentoo (a drastic outcome, I'll 
> admit), I think we can all agree that the state of Gentoo will be far 
> worse than it is now.  This is something to be avoided, which in 
> practice limits the foundation's powers, unless the foundation is more 
> focused on proving a point than furthering Gentoo.

Exactly, if they are focussed on proving a point then it doesn't limit 
there powers at all.
Even if they have the best interests of Gentoo at heart their powers 
ain't limited, only their options are.

> No argument there.  But keep in mind that the devs should drive the 
> rules - not the other way around.

Not sure I really understand this.  When you refer to dev's do you mean 
all dev's individually or devs that are represented by say the Council? 
  Also how would rules drive a dev?

> Again, that is fine - as long as both have the same constituency.  If 
> they have different constituencies then this could turn into a huge mess 
> - as both groups would keep getting re-elected by their different 
> constituencies, and the issues wouldn't actually get resolved.
> 

While I understand the point I have to ask, do the Foundation and 
Council really have different Constituencies?  It isn't like one is dev 
only and the other is open to anybody. Any differences between the 2 
Constituencies are minor at worse.

> My argument isn't really one of what the council/trustee's authority 
> should be.  My point is that for gentoo to be successful these groups 
> need to work well together.  We can't really afford for either group to 
> discover a mandate to be an overseer to the other - it will just lead to 
> a massive waste of resources that will only serve to weaken the distro. 
>  I don't think it is constructive when we dream up all kinds of 
> scenarios where the two bodies can enter into open war against the other.

Which I completely agree with.  The Foundation and Council need to work 
together.  But I would also like both of them to know exactly where they 
stand.  I would also like a structure that acknowledges that even tho 
the 2 groups need to work together that there is a possibility that they 
might not.  If the rules ain't clear then are we too have another 
incident where we argue about whether an new Council election is to be 
held?  I believe that at least with my suggestion the Foundation could 
have said,  yes elections needs to be held, or no they do not.   That 
wouldn't stop dev's from voting the Council in again, but it would have 
provided clarity (<hypothetically> whether you agree with the clarity 
would be a matter to bring up at the "next" election).  Another 
important fact is that it wouldn't involve the Council deciding its own 
fate.
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Re: [gentoo-nfp] Spending money authority

[Richard Freeman]

First off, I'd like to say that I think we're actually mostly in 
agreement, but maybe talking past each other slightly.

Alistair Bush wrote:
>> No argument there.  But keep in mind that the devs should drive the 
>> rules - not the other way around.
> 
> Not sure I really understand this.  When you refer to dev's do you mean 
> all dev's individually or devs that are represented by say the Council? 
>  Also how would rules drive a dev?
> 

I guess I'm referring to both in a sense.  The purpose of rules is to 
make Gentoo work well - they don't exist for their own sake.  I guess 
I'm trying to advocate being pragmatic with regard to rules.  If an 
overwhelming majority of devs want something to happen, it should happen 
- we shouldn't delay decisions by months to hold elections/etc.  On the 
other hand, I do agree with you that we don't want to be so loose that 
we just presume to know the desires of the devs without bothering to ask 
them if a matter is sufficiently important.

> While I understand the point I have to ask, do the Foundation and 
> Council really have different Constituencies?  It isn't like one is dev 
> only and the other is open to anybody. Any differences between the 2 
> Constituencies are minor at worse.

Currently they are essentially the same.  However, the reason I bring 
this up is that there is some debate over whether the foundation 
membership should be substantially expanded beyond just gentoo devs 
(possibly including end-users, or those willing to pay a membership fee 
of some sort).  These kinds of situations could lead to the sorts of 
conflicts I'd like to avoid, as now you have two boards with different 
agendas in charge of aspects of the same project.
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Re: [gentoo-nfp] Spending money authority

[Roy Bamford]

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On 2008.06.12 15:34, Richard Freeman wrote:
>
> Currently they are essentially the same.  However, the reason I bring 
> this up is that there is some debate over whether the foundation 
> membership should be substantially expanded beyond just gentoo devs 
> (possibly including end-users, or those willing to pay a membership
> fee 
> of some sort).  These kinds of situations could lead to the sorts of 
> conflicts I'd like to avoid, as now you have two boards with 
> different
> 
> agendas in charge of aspects of the same project.
> -- 
> gentoo-nfp@lists.gentoo.org mailing list
> 

The constituencies are not the same but today, under the draft bylaws, 
they are diverging. That is something the trustees need to fix in the 
first formal adoption of bylaws.

To vote in a council election, developers must have been developers for 
a year (from memory). Thus the council represents the views of that 
group of developers. Also, only developers may serve as councilors.

To qualify to vote in a trustee election, the electorate is formed from 
foundation member and those eligible to become a foundation member.
At present, you become a foundation member by voting in a trustee 
election. To be an eligible non-member, you need to have been a 
developer for a year. Read that a few times, its a little circular.

This means that the foundation represents its members who are all the 
dev's who have ever voted in an election. Only foundation members may 
serve as trustees.

Under present draft bylaws foundation membership never lapses so such 
famous past developers as drobbins (our first president) have votes and 
could become trustees. Thus under present draft bylaws the foundation 
becomes more representative of members who are ex devs, simply because 
one day, ex devs members will outnumber active dev members.

Note that elegible active devs who have never voted in a trustee 
election are not foundation members.

- -- 
Regards,

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

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Re: [gentoo-nfp] Spending money authority

[Tom Gall]

Greets,

On Thu, Jun 12, 2008 at 12:48 PM, Roy Bamford <neddyseagoon@gentoo.org> wrote:
> -----BEGIN PGP SIGNED MESSAGE-----
> Hash: SHA1
>
> On 2008.06.12 15:34, Richard Freeman wrote:
>>
>> Currently they are essentially the same.  However, the reason I bring
>> this up is that there is some debate over whether the foundation
>> membership should be substantially expanded beyond just gentoo devs
>> (possibly including end-users, or those willing to pay a membership
>> fee
>> of some sort).  These kinds of situations could lead to the sorts of
>> conflicts I'd like to avoid, as now you have two boards with
>> different
>> agendas in charge of aspects of the same project.

Indeed.

As a trustee I've taken the position that current gentoo devs should
be the only ones that make up members of the foundation.

However I am still listening to both side of the coin so I could be
convinced otherwise.

There's a reason why it's called a DRAFT. We'll hopefully work
something out that while it might not be perfect in all eyes,
hopefully it is something reasonable to most if not all AND in the
best interest of the project.

>> gentoo-nfp@lists.gentoo.org mailing list
>>
>
> The constituencies are not the same but today, under the draft bylaws,
> they are diverging. That is something the trustees need to fix in the
> first formal adoption of bylaws.
>
> To vote in a council election, developers must have been developers for
> a year (from memory). Thus the council represents the views of that
> group of developers. Also, only developers may serve as councilors.
>
> To qualify to vote in a trustee election, the electorate is formed from
> foundation member and those eligible to become a foundation member.
> At present, you become a foundation member by voting in a trustee
> election. To be an eligible non-member, you need to have been a
> developer for a year. Read that a few times, its a little circular.
>
> This means that the foundation represents its members who are all the
> dev's who have ever voted in an election. Only foundation members may
> serve as trustees.
>
> Under present draft bylaws foundation membership never lapses so such
> famous past developers as drobbins (our first president) have votes and
> could become trustees. Thus under present draft bylaws the foundation
> becomes more representative of members who are ex devs, simply because
> one day, ex devs members will outnumber active dev members.

This is one of those things that is problematic. It's like letting
your ex girlfriend keep the key to your apartment.

> Note that elegible active devs who have never voted in a trustee
> election are not foundation members.

Regards,

Tom
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