[gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Michał Górny]

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I'd like to nominate Aaron Bauman (bman).

-- 
Best regards,
Michał Górny

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Aaron Bauman]

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On Thu, Jul 12, 2018 at 10:18:47PM +0200, Michał Górny wrote:
> I'd like to nominate Aaron Bauman (bman).
> 
> -- 
> Best regards,
> Michał Górny

Thank you, Michał.  I accept the nomination.

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Aaron Bauman]

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On Thu, Jul 12, 2018 at 10:18:47PM +0200, Michał Górny wrote:
> I'd like to nominate Aaron Bauman (bman).
> 
> -- 
> Best regards,
> Michał Górny

As many may be aware I had run for council in the recent election. My
intent was simply to further the items I had outlined on the -project
mailing list. While I was not elected, those items remain unchanged and
my intent is to continue working those items from the Foundation. I have
experience working with United States based non-profits both from a legal
and fundraising perspective. I do not *enjoy* it, but I am willing to do
it again if required for Gentoo. For clarity, I will outline those items here.

Tax issues: The tax issues should be apparent to all following the -nfp
mailing list. Gentoo did not obtain their not-for-profit IRS tax
exemption following the one year self-declaration period.  This of
course, has led to many years of contributions being accepted, but no
taxes being paid. Thus, we owe the United States Government back taxes
for those years. While this is bad, it is not a show stopper for the
Foundation. It can be rectified and a proposal has been written and the
current trustees should have some informaiton regarding it soon.

There have been several courses of action presented by various members
of the community to address this. The most recently discussed option is
to join an umbrella organization such as SPI. This is a viable option
should we be accepted for representation. As of now, the financial
conundrum is a show-stopper for acceptance.

Another option which I have explored is beginning a new incorporation in
a different U.S. State (Indiana). This would allow us to gain a
not-for-profit status and proper IRS tax exemption. Upon forming the
incorporation we would redirect all of Gentoo's contributions to this
new organization.  From there we would begin moving assets from the New
Mexico based foundation to the new. This would be in the form of gifts
which allows a zero-sum transaction to occur given that the
organizations both address the same not-for-profit mission. This would
require a significant amount of money (approximately $30-40k dollars) be
left in the NM foundation to deal with the IRS debt.

There are multiple benefits to this approach. The first is that Gentoo
will begin accepting tax-deductible contributions (for Gentoo and their
contributors) immediately. This is beneficial to not only Gentoo, but
our contributors as they may now claim the contribution on their annual
taxes. Additionally, it will allow Gentoo to seek formal fundraising and
give our contributors comfort that we are being good stewards.

Second, a new incorporation will allow us to address concerns of how the
council and foundation interact through proper by-laws.  Many of the
current by-laws are boilerplates texts simply modified. I am currently
working these by-laws to address the following:

The council is and will remain the leadership within Gentoo. The by-laws
will constrain the trustees to legally execute the direction in which
the council votes. The few exceptions are any legally compromising
matters or financial.  This also ensures that council members will *not*
be forced to legally seek permission from their employers.  It will,
however, not remove the requirement that trustees are legally obligated
to the foundation.

e.g. The council votes that all developers will be supplied with a
Nitrokey to address 2FA concerns.  The trustees will execute this matter
legally and financially.  There will be no choice as the "technical
board" has voted and it is final.

e.g. The council votes to adopt the FHS as a standard of which all
Gentoo developers must adhere within the Gentoo distribution.  The
trustees will enact this by amending the by-laws.

e.g. The council votes to require all developers to sign commits using
their @gentoo.org email address and key.  Once again, the trustees will
enforce this by amending the by-laws. Any failure to adhere will be
addressed through the proper channels and developers warned/banned for
failing to do so.

Third, a new incorporation will address the short-falls we have seen in
the current situation. The by-laws will require the proper CPA, Tax
lawyers, etc to be contracted quarterly, annually, or as-needed to
prepare and finalize required documents.  Once again, the trustees will
be legally obligated to address these matters and can and will be held
accountable should they fail to do so.

While umbrella organizations can address these matters it is not likely
that we will be accepted anytime soon even if we address the financial
matters.  This does not mean I am opposed to such a solution, but only
lends to why I have suggested a new incorporation.

As I have stated, I am currently working a set of proposed by-laws and
will send them to the community once complete. From there we can begin
discussion and fine-tuning of the proposal. It will take approximately
1-2 months at most for a new incorporation to be stood up once the
by-laws are codified.  My intent is to open it for discussion to all,
but should it become a bikeshed it will simply be left to the trustees
and council to finalize.

The trustees and current council will be adopted by the new
incorporation. These are the individuals the community has voted for. As
such, I find it important that we adhere to their choice.

Standing by for questions...

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Roy Bamford]

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On 2018.07.16 22:21, Aaron Bauman wrote:
> On Thu, Jul 12, 2018 at 10:18:47PM +0200, Michał Górny wrote:
> > I'd like to nominate Aaron Bauman (bman).
> > 
> > -- 
> > Best regards,
> > Michał Górny
> 
> As many may be aware I had run for council in the recent election. My
> intent was simply to further the items I had outlined on the -project
> mailing list. While I was not elected, those items remain unchanged
> and
> my intent is to continue working those items from the Foundation. I
> have
> experience working with United States based non-profits both from a
> legal
> and fundraising perspective. I do not *enjoy* it, but I am willing to
> do
> it again if required for Gentoo. For clarity, I will outline those
> items here.

> 
> Tax issues: The tax issues should be apparent to all following the
> -nfp
> mailing list. Gentoo did not obtain their not-for-profit IRS tax
> exemption following the one year self-declaration period.  This of
> course, has led to many years of contributions being accepted, but no
> taxes being paid. Thus, we owe the United States Government back taxes
> for those years. While this is bad, it is not a show stopper for the
> Foundation. It can be rectified and a proposal has been written and
> the
> current trustees should have some informaiton regarding it soon.
> 
> There have been several courses of action presented by various members
> of the community to address this. The most recently discussed option
> is
> to join an umbrella organization such as SPI. This is a viable option
> should we be accepted for representation. As of now, the financial
> conundrum is a show-stopper for acceptance.
> 
> Another option which I have explored is beginning a new incorporation
> in
> a different U.S. State (Indiana). This would allow us to gain a
> not-for-profit status and proper IRS tax exemption. Upon forming the
> incorporation we would redirect all of Gentoo's contributions to this
> new organization.  From there we would begin moving assets from the
> New
> Mexico based foundation to the new. This would be in the form of gifts
> which allows a zero-sum transaction to occur given that the
> organizations both address the same not-for-profit mission. This would
> require a significant amount of money (approximately $30-40k dollars)
> be
> left in the NM foundation to deal with the IRS debt.

That sounds risky for the trustees that vote to approve that. My
understanding of NM law is that they would be personally liable for 
any shortfall as it could be seen as moving funds to avoid liability.

Also, we would need to operate two NFPs when at this election 
we only secured enough candidates to staff one ... if they are all
ranked above _reopen_nominations in the poll.

Its actually worse than that, as ideally, trustees and officers should
be separate individuals, except for the chairman of the board, who
needs to be a board member.
   
> 
> There are multiple benefits to this approach. The first is that Gentoo
> will begin accepting tax-deductible contributions (for Gentoo and
> their
> contributors) immediately. This is beneficial to not only Gentoo, but
> our contributors as they may now claim the contribution on their
> annual
> taxes. Additionally, it will allow Gentoo to seek formal fundraising
> and
> give our contributors comfort that we are being good stewards.
> 
> Second, a new incorporation will allow us to address concerns of how
> the
> council and foundation interact through proper by-laws.  Many of the
> current by-laws are boilerplates texts simply modified. I am currently
> working these by-laws to address the following:
> 
> The council is and will remain the leadership within Gentoo. The
> by-laws
> will constrain the trustees to legally execute the direction in which
> the council votes. The few exceptions are any legally compromising
> matters or financial.  This also ensures that council members will
> *not*
> be forced to legally seek permission from their employers.  It will,
> however, not remove the requirement that trustees are legally
> obligated
> to the foundation.
> 
> e.g. The council votes that all developers will be supplied with a
> Nitrokey to address 2FA concerns.  The trustees will execute this
> matter
> legally and financially.  There will be no choice as the "technical
> board" has voted and it is final.

The technical board currently has no duty to ensure fhaf their 
decisions offer value for money. Which body would perform 
'due dillegence'?
To follow on your example, there are several competing 2FA 
solutions with differing feature sets. While Nitrokey may be 
selected for <reasons> the comparative value assesment still 
needs to be performed or the trustees would be neglecting their 
duty by rubber stamping council decisions. 

The council can do this today. I'm sure other groups/individuals 
already do this work before they submit funding requests.
 
> 
> e.g. The council votes to adopt the FHS as a standard of which all
> Gentoo developers must adhere within the Gentoo distribution.  The
> trustees will enact this by amending the by-laws.
> 
> e.g. The council votes to require all developers to sign commits using
> their @gentoo.org email address and key.  Once again, the trustees
> will
> enforce this by amending the by-laws. Any failure to adhere will be
> addressed through the proper channels and developers warned/banned for
> failing to do so.
> 
> Third, a new incorporation will address the short-falls we have seen
> in
> the current situation. The by-laws will require the proper CPA, Tax
> lawyers, etc to be contracted quarterly, annually, or as-needed to
> prepare and finalize required documents.  Once again, the trustees
> will
> be legally obligated to address these matters and can and will be held
> accountable should they fail to do so.

Why does this need a new legal entity, we have to fix the existing one
anyway.

Such bylaws would make me nervous ... what happens if the new 
legal entity has insuffcient funds to pay these people. I suppose it
just goes bankrupt, like any other legal entity.

> 
> While umbrella organizations can address these matters it is not
> likely
> that we will be accepted anytime soon even if we address the financial
> matters.  This does not mean I am opposed to such a solution, but only
> lends to why I have suggested a new incorporation.
> 
> As I have stated, I am currently working a set of proposed by-laws and
> will send them to the community once complete. From there we can begin
> discussion and fine-tuning of the proposal. It will take approximately
> 1-2 months at most for a new incorporation to be stood up once the
> by-laws are codified.  My intent is to open it for discussion to all,
> but should it become a bikeshed it will simply be left to the trustees
> and council to finalize.
> 
> The trustees and current council will be adopted by the new
> incorporation. These are the individuals the community has voted for.
> As
> such, I find it important that we adhere to their choice.
> 
> Standing by for questions...
> 
> -- 
> Cheers,
> Aaron
> 

I welcome any and all proposals to move things forward.
If I'm asking questions that will be addressed by your more
detailed proposal, a response to that effect is fine.
Don't be doing more work to answer questions that will be addressed 
with the passage of time anyway.
 
-- 
Regards,

Roy Bamford
(Neddyseagoon) a member of
elections
gentoo-ops
forum-mods

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Aaron Bauman]

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On Tue, Jul 17, 2018 at 07:01:18PM +0100, Roy Bamford wrote:
> On 2018.07.16 22:21, Aaron Bauman wrote:
> > On Thu, Jul 12, 2018 at 10:18:47PM +0200, Michał Górny wrote:
> > > I'd like to nominate Aaron Bauman (bman).
> > > 
> > > -- 
> > > Best regards,
> > > Michał Górny
> > 
> > As many may be aware I had run for council in the recent election. My
> > intent was simply to further the items I had outlined on the -project
> > mailing list. While I was not elected, those items remain unchanged
> > and
> > my intent is to continue working those items from the Foundation. I
> > have
> > experience working with United States based non-profits both from a
> > legal
> > and fundraising perspective. I do not *enjoy* it, but I am willing to
> > do
> > it again if required for Gentoo. For clarity, I will outline those
> > items here.
> 
> > 
> > Tax issues: The tax issues should be apparent to all following the
> > -nfp
> > mailing list. Gentoo did not obtain their not-for-profit IRS tax
> > exemption following the one year self-declaration period.  This of
> > course, has led to many years of contributions being accepted, but no
> > taxes being paid. Thus, we owe the United States Government back taxes
> > for those years. While this is bad, it is not a show stopper for the
> > Foundation. It can be rectified and a proposal has been written and
> > the
> > current trustees should have some informaiton regarding it soon.
> > 
> > There have been several courses of action presented by various members
> > of the community to address this. The most recently discussed option
> > is
> > to join an umbrella organization such as SPI. This is a viable option
> > should we be accepted for representation. As of now, the financial
> > conundrum is a show-stopper for acceptance.
> > 
> > Another option which I have explored is beginning a new incorporation
> > in
> > a different U.S. State (Indiana). This would allow us to gain a
> > not-for-profit status and proper IRS tax exemption. Upon forming the
> > incorporation we would redirect all of Gentoo's contributions to this
> > new organization.  From there we would begin moving assets from the
> > New
> > Mexico based foundation to the new. This would be in the form of gifts
> > which allows a zero-sum transaction to occur given that the
> > organizations both address the same not-for-profit mission. This would
> > require a significant amount of money (approximately $30-40k dollars)
> > be
> > left in the NM foundation to deal with the IRS debt.
> 
> That sounds risky for the trustees that vote to approve that. My
> understanding of NM law is that they would be personally liable for 
> any shortfall as it could be seen as moving funds to avoid liability.
> 
> Also, we would need to operate two NFPs when at this election 
> we only secured enough candidates to staff one ... if they are all
> ranked above _reopen_nominations in the poll.
> 
> Its actually worse than that, as ideally, trustees and officers should
> be separate individuals, except for the chairman of the board, who
> needs to be a board member.
>

We are not attempting to avoid liability. The move is to ensure that
future contributions are properly protected while the old "non-profit"
is dissolved. Properly protected is meaning that they are indeed
non-taxable contributions to Gentoo vice continuing to bleed out.

The sad state is, and don't take this personally, that operating even one
should have been a simple task.  Here we are though.

The laws you speak of are the criterion such as "de facto merge", "mere
continuation", etc. As stated though, this is not the case as we are
still properly dissolving the NM based non-profit.

> > 
> > There are multiple benefits to this approach. The first is that Gentoo
> > will begin accepting tax-deductible contributions (for Gentoo and
> > their
> > contributors) immediately. This is beneficial to not only Gentoo, but
> > our contributors as they may now claim the contribution on their
> > annual
> > taxes. Additionally, it will allow Gentoo to seek formal fundraising
> > and
> > give our contributors comfort that we are being good stewards.
> > 
> > Second, a new incorporation will allow us to address concerns of how
> > the
> > council and foundation interact through proper by-laws.  Many of the
> > current by-laws are boilerplates texts simply modified. I am currently
> > working these by-laws to address the following:
> > 
> > The council is and will remain the leadership within Gentoo. The
> > by-laws
> > will constrain the trustees to legally execute the direction in which
> > the council votes. The few exceptions are any legally compromising
> > matters or financial.  This also ensures that council members will
> > *not*
> > be forced to legally seek permission from their employers.  It will,
> > however, not remove the requirement that trustees are legally
> > obligated
> > to the foundation.
> > 
> > e.g. The council votes that all developers will be supplied with a
> > Nitrokey to address 2FA concerns.  The trustees will execute this
> > matter
> > legally and financially.  There will be no choice as the "technical
> > board" has voted and it is final.
> 
> The technical board currently has no duty to ensure fhaf their 
> decisions offer value for money. Which body would perform 
> 'due dillegence'?
> To follow on your example, there are several competing 2FA 
> solutions with differing feature sets. While Nitrokey may be 
> selected for <reasons> the comparative value assesment still 
> needs to be performed or the trustees would be neglecting their 
> duty by rubber stamping council decisions. 
> 
> The council can do this today. I'm sure other groups/individuals 
> already do this work before they submit funding requests.
>  

Yes, the intent of the example was not to "rubber stamp" anything and as
mentioned those legal obligations still remain for the trustees. I used
Nitrokey in the example unwittingly. The trustees would still be
required due diligence etc.  The example would work though as Nitrokey
meets the foundation's mission statement (FOSS etc).  Point taken
though.  Other's would not even if cheaper due to proprietary
technology.

> > 
> > e.g. The council votes to adopt the FHS as a standard of which all
> > Gentoo developers must adhere within the Gentoo distribution.  The
> > trustees will enact this by amending the by-laws.
> > 
> > e.g. The council votes to require all developers to sign commits using
> > their @gentoo.org email address and key.  Once again, the trustees
> > will
> > enforce this by amending the by-laws. Any failure to adhere will be
> > addressed through the proper channels and developers warned/banned for
> > failing to do so.
> > 
> > Third, a new incorporation will address the short-falls we have seen
> > in
> > the current situation. The by-laws will require the proper CPA, Tax
> > lawyers, etc to be contracted quarterly, annually, or as-needed to
> > prepare and finalize required documents.  Once again, the trustees
> > will
> > be legally obligated to address these matters and can and will be held
> > accountable should they fail to do so.
> 
> Why does this need a new legal entity, we have to fix the existing one
> anyway.
> 
> Such bylaws would make me nervous ... what happens if the new 
> legal entity has insuffcient funds to pay these people. I suppose it
> just goes bankrupt, like any other legal entity.
> 

That is a valid point and I cannot disagree that it should be a concern.
I don't think risks outweight the benefits though. Non-profits always
risk this chance when starting up.  The fact is that a few hours a
quarter to reconcile monies is not expensive to pay a CPA.  Furthermore, the income
in Gentoo is so little that the form 990 etc can be completed by an
individual willing to do it.  It really isn't that complex.

We also take a risk with an umbrella for this as well. As many have
stated, one concern SPI has is that they cannot take us on due to their
current workload (verified over the phone with them).  They also
contract their CPA's, etc.

> > 
> > While umbrella organizations can address these matters it is not
> > likely
> > that we will be accepted anytime soon even if we address the financial
> > matters.  This does not mean I am opposed to such a solution, but only
> > lends to why I have suggested a new incorporation.
> > 
> > As I have stated, I am currently working a set of proposed by-laws and
> > will send them to the community once complete. From there we can begin
> > discussion and fine-tuning of the proposal. It will take approximately
> > 1-2 months at most for a new incorporation to be stood up once the
> > by-laws are codified.  My intent is to open it for discussion to all,
> > but should it become a bikeshed it will simply be left to the trustees
> > and council to finalize.
> > 
> > The trustees and current council will be adopted by the new
> > incorporation. These are the individuals the community has voted for.
> > As
> > such, I find it important that we adhere to their choice.
> > 
> > Standing by for questions...
> > 
> > -- 
> > Cheers,
> > Aaron
> > 
> 
> I welcome any and all proposals to move things forward.
> If I'm asking questions that will be addressed by your more
> detailed proposal, a response to that effect is fine.
> Don't be doing more work to answer questions that will be addressed 
> with the passage of time anyway.
>  

All valid questions.  Thank you for asking them.

> -- 
> Regards,
> 
> Roy Bamford
> (Neddyseagoon) a member of
> elections
> gentoo-ops
> forum-mods

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Rich Freeman]

On Tue, Jul 17, 2018 at 2:01 PM Roy Bamford <neddyseagoon@gentoo.org> wrote:
>
> Also, we would need to operate two NFPs when at this election
> we only secured enough candidates to staff one ... if they are all
> ranked above _reopen_nominations in the poll.
>

++

This just sounds like twice as many opportunities to get things wrong,
and it splits our resources.

> To follow on your example, there are several competing 2FA
> solutions with differing feature sets. While Nitrokey may be
> selected for <reasons> the comparative value assesment still
> needs to be performed or the trustees would be neglecting their
> duty by rubber stamping council decisions.

Why would we think that the trustees would do any better a job at this
than the Council?  Why would the Council want to waste money?  There
is a limited pool of resources, and if the Council is making decisions
like this I'd imagine most developers would vote to select people they
trust to make these decisions.

If we went to an umbrella org then there is a good chance that the
Council will end up making these kinds of decisions.

Besides, why would we want multiple decision-making bodies, where one
body can choose to invest in something, and then another body can
ensure that all that investment is wasted by denying complementary
investment?  That could go either way.

> Such bylaws would make me nervous ... what happens if the new
> legal entity has insuffcient funds to pay these people. I suppose it
> just goes bankrupt, like any other legal entity.

Honestly, I don't see any point in codifying random decisions in bylaws.

Bylaws are supposed to be general principles we operate on.  They
don't codify individual operating decisions.  Those decisions should
be documented, but elsewhere.

Also, we don't need to spin up a new legal entity just to change the
bylaws.  They can be changed at any time fairly easily actually,
assuming the Trustees concur.

That said, I'm all for paying people to do jobs that need to be done
reliably when volunteers aren't cutting it (and historically, they
haven't been).  This is a big argument in favor of an umbrella,
because there is an economy in splitting these costs across many orgs.
But, if we were independent I'd rather pay a CPA to do the taxes
properly/etc.  And then we'd make sure that not a dime gets paid to
anybody without the CPA knowing about it...

-- 
Rich

Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Aaron Bauman]

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On Tue, Jul 17, 2018 at 02:21:51PM -0400, Rich Freeman wrote:
> On Tue, Jul 17, 2018 at 2:01 PM Roy Bamford <neddyseagoon@gentoo.org> wrote:
> >
> > Also, we would need to operate two NFPs when at this election
> > we only secured enough candidates to staff one ... if they are all
> > ranked above _reopen_nominations in the poll.
> >
> 
> ++
> 
> This just sounds like twice as many opportunities to get things wrong,
> and it splits our resources.
>

You didn't read my previous reply to Roy.  It also does not split
resources.  Plain and simple.

> > To follow on your example, there are several competing 2FA
> > solutions with differing feature sets. While Nitrokey may be
> > selected for <reasons> the comparative value assesment still
> > needs to be performed or the trustees would be neglecting their
> > duty by rubber stamping council decisions.
> 
> Why would we think that the trustees would do any better a job at this
> than the Council?  Why would the Council want to waste money?  There
> is a limited pool of resources, and if the Council is making decisions
> like this I'd imagine most developers would vote to select people they
> trust to make these decisions.
> 

No one said the council will do any better at this than the council and
once again read my reply to Roy.  Why would this be a waste of money?
It is a technical decision and I shouldn't have called out a particular
vendor.  Your paragraph is full of assumptions and no digestion of what
I wrote.

> If we went to an umbrella org then there is a good chance that the
> Council will end up making these kinds of decisions.
> 
> Besides, why would we want multiple decision-making bodies, where one
> body can choose to invest in something, and then another body can
> ensure that all that investment is wasted by denying complementary
> investment?  That could go either way.
> 

It is not multiple decision making bodies.  The council is leading and
the Foundation is providing.  The only split is that of legal and
financial decision making for (hopefully) obvious reasons.

> > Such bylaws would make me nervous ... what happens if the new
> > legal entity has insuffcient funds to pay these people. I suppose it
> > just goes bankrupt, like any other legal entity.
> 
> Honestly, I don't see any point in codifying random decisions in bylaws.
> 

Which random decisions?

> Bylaws are supposed to be general principles we operate on.  They
> don't codify individual operating decisions.  Those decisions should
> be documented, but elsewhere.
> 

Sure, by-laws can codify anything you want to set into statute.  It
allows for enforcement and legal soundness.

> Also, we don't need to spin up a new legal entity just to change the
> bylaws.  They can be changed at any time fairly easily actually,
> assuming the Trustees concur.
> 

Of course we don't need a new entity to do that. It is just a by-product
of the course of action.

> That said, I'm all for paying people to do jobs that need to be done
> reliably when volunteers aren't cutting it (and historically, they
> haven't been).  This is a big argument in favor of an umbrella,
> because there is an economy in splitting these costs across many orgs.
> But, if we were independent I'd rather pay a CPA to do the taxes
> properly/etc.  And then we'd make sure that not a dime gets paid to
> anybody without the CPA knowing about it...
> 

The sad part is, that if years hadn't gone by and it was done
incrementally over time this wouldn't be such a burden.  Again, see my
reply to Roy regarding umbrellas.

> -- 
> Rich
> 

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Rich Freeman]

On Tue, Jul 17, 2018 at 3:04 PM Aaron Bauman <bman@gentoo.org> wrote:
>
> On Tue, Jul 17, 2018 at 02:21:51PM -0400, Rich Freeman wrote:
> > On Tue, Jul 17, 2018 at 2:01 PM Roy Bamford <neddyseagoon@gentoo.org> wrote:
> > >
> > > Also, we would need to operate two NFPs when at this election
> > > we only secured enough candidates to staff one ... if they are all
> > > ranked above _reopen_nominations in the poll.
> > >
> >
> > ++
> >
> > This just sounds like twice as many opportunities to get things wrong,
> > and it splits our resources.
> >
>
> You didn't read my previous reply to Roy.  It also does not split
> resources.  Plain and simple.

I sent my reply before receiving yours, so obviously I didn't read it.

Even so, running two non-profits splits our money into two bank
accounts.  It is a division of resources no matter what.

>
> > > To follow on your example, there are several competing 2FA
> > > solutions with differing feature sets. While Nitrokey may be
> > > selected for <reasons> the comparative value assesment still
> > > needs to be performed or the trustees would be neglecting their
> > > duty by rubber stamping council decisions.
> >
> > Why would we think that the trustees would do any better a job at this
> > than the Council?  Why would the Council want to waste money?  There
> > is a limited pool of resources, and if the Council is making decisions
> > like this I'd imagine most developers would vote to select people they
> > trust to make these decisions.
>
> No one said the council will do any better at this than the council.

Roy suggested that the Trustees would need to assess value, which
implies that the Council won't be doing this.

> Why would this be a waste of money?

I never said it would be a waste of money.  I asked Roy why he thought
the Council would want to waste money that the Trustees might have to
stop.

> Your paragraph is full of assumptions and no digestion of what
> I wrote.

I didn't quote anything you wrote, or reply to anything you wrote.

>
> > If we went to an umbrella org then there is a good chance that the
> > Council will end up making these kinds of decisions.
> >
> > Besides, why would we want multiple decision-making bodies, where one
> > body can choose to invest in something, and then another body can
> > ensure that all that investment is wasted by denying complementary
> > investment?  That could go either way.
> >
>
> It is not multiple decision making bodies.  The council is leading and
> the Foundation is providing.  The only split is that of legal and
> financial decision making for (hopefully) obvious reasons.

I wasn't replying to your proposal.  I was replying to Roy's criticism
of your proposal.  You proposed one decision-making body.  Roy replied
and said that we need to stick with two.  THAT was what I was
responding to.

> > > Such bylaws would make me nervous ... what happens if the new
> > > legal entity has insuffcient funds to pay these people. I suppose it
> > > just goes bankrupt, like any other legal entity.
> >
> > Honestly, I don't see any point in codifying random decisions in bylaws.
>
> Which random decisions?

Ok, now I was replying to something you wrote:

"e.g. The council votes to adopt the FHS as a standard of which all
Gentoo developers must adhere within the Gentoo distribution.  The
trustees will enact this by amending the by-laws."

Why would we stick FHS in the by-laws?

>
> > Bylaws are supposed to be general principles we operate on.  They
> > don't codify individual operating decisions.  Those decisions should
> > be documented, but elsewhere.
> >
>
> Sure, by-laws can codify anything you want to set into statute.  It
> allows for enforcement and legal soundness.

So do any other decisions made by the Trustees.  They're all
enforceable.  They all represent policy.  Bylaws are more about how
the org operates than its individual decisions.

> > That said, I'm all for paying people to do jobs that need to be done
> > reliably when volunteers aren't cutting it (and historically, they
> > haven't been).  This is a big argument in favor of an umbrella,
> > because there is an economy in splitting these costs across many orgs.
> > But, if we were independent I'd rather pay a CPA to do the taxes
> > properly/etc.  And then we'd make sure that not a dime gets paid to
> > anybody without the CPA knowing about it...
>
> The sad part is, that if years hadn't gone by and it was done
> incrementally over time this wouldn't be such a burden.  Again, see my
> reply to Roy regarding umbrellas.

Sure, but there is a reason it happened, and I suspect it will
continue to happen, because in the end 99% of Gentoo contributors
don't care if the paperwork gets done correctly.  There is no reason
an individual couldn't do our taxes, but it is important that they get
done...

-- 
Rich

Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Aaron Bauman]

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On Tue, Jul 17, 2018 at 03:15:21PM -0400, Rich Freeman wrote:
> On Tue, Jul 17, 2018 at 3:04 PM Aaron Bauman <bman@gentoo.org> wrote:
> >
> > On Tue, Jul 17, 2018 at 02:21:51PM -0400, Rich Freeman wrote:
> > > On Tue, Jul 17, 2018 at 2:01 PM Roy Bamford <neddyseagoon@gentoo.org> wrote:
> > > >
> > > > Also, we would need to operate two NFPs when at this election
> > > > we only secured enough candidates to staff one ... if they are all
> > > > ranked above _reopen_nominations in the poll.
> > > >
> > >
> > > ++
> > >
> > > This just sounds like twice as many opportunities to get things wrong,
> > > and it splits our resources.
> > >
> >
> > You didn't read my previous reply to Roy.  It also does not split
> > resources.  Plain and simple.
> 
> I sent my reply before receiving yours, so obviously I didn't read it.
> 
> Even so, running two non-profits splits our money into two bank
> accounts.  It is a division of resources no matter what.
>

All new contributions would be put into a new bank account, yes. The
technical divsion of resources won't matter though as this is a
systematic turnover of assets.

e.g.

(1) domains
(2) servers
(3) IP
etc etc etc

> >
> > > > To follow on your example, there are several competing 2FA
> > > > solutions with differing feature sets. While Nitrokey may be
> > > > selected for <reasons> the comparative value assesment still
> > > > needs to be performed or the trustees would be neglecting their
> > > > duty by rubber stamping council decisions.
> > >
> > > Why would we think that the trustees would do any better a job at this
> > > than the Council?  Why would the Council want to waste money?  There
> > > is a limited pool of resources, and if the Council is making decisions
> > > like this I'd imagine most developers would vote to select people they
> > > trust to make these decisions.
> >
> > No one said the council will do any better at this than the council.
> 
> Roy suggested that the Trustees would need to assess value, which
> implies that the Council won't be doing this.
>

Yes, the trustees will still handle all legal and financial matters.

> > Why would this be a waste of money?
> 
> I never said it would be a waste of money.  I asked Roy why he thought
> the Council would want to waste money that the Trustees might have to
> stop.
> 
> > Your paragraph is full of assumptions and no digestion of what
> > I wrote.
> 
> I didn't quote anything you wrote, or reply to anything you wrote.
> 
> >
> > > If we went to an umbrella org then there is a good chance that the
> > > Council will end up making these kinds of decisions.
> > >
> > > Besides, why would we want multiple decision-making bodies, where one
> > > body can choose to invest in something, and then another body can
> > > ensure that all that investment is wasted by denying complementary
> > > investment?  That could go either way.
> > >
> >
> > It is not multiple decision making bodies.  The council is leading and
> > the Foundation is providing.  The only split is that of legal and
> > financial decision making for (hopefully) obvious reasons.
> 
> I wasn't replying to your proposal.  I was replying to Roy's criticism
> of your proposal.  You proposed one decision-making body.  Roy replied
> and said that we need to stick with two.  THAT was what I was
> responding to.
>

My apologies.  I suck at mailing lists apparently.

> > > > Such bylaws would make me nervous ... what happens if the new
> > > > legal entity has insuffcient funds to pay these people. I suppose it
> > > > just goes bankrupt, like any other legal entity.
> > >
> > > Honestly, I don't see any point in codifying random decisions in bylaws.
> >
> > Which random decisions?
> 
> Ok, now I was replying to something you wrote:
> 
> "e.g. The council votes to adopt the FHS as a standard of which all
> Gentoo developers must adhere within the Gentoo distribution.  The
> trustees will enact this by amending the by-laws."
> 
> Why would we stick FHS in the by-laws?
>

It was an example, but not a far-fetched one.  Why not put it in there?
We should codify things by statute that are key principles of the
organization.  FHS may not be determined as such, but again it is not an
unreasonable example.

A better example would be codifying the code of conduct in by-laws.  By
defining who are members and classes of members delineating the various
expectations.

e.g. Trustees are held to a higher standard.
e.g. Developers are held to a high standard.

> >
> > > Bylaws are supposed to be general principles we operate on.  They
> > > don't codify individual operating decisions.  Those decisions should
> > > be documented, but elsewhere.
> > >
> >
> > Sure, by-laws can codify anything you want to set into statute.  It
> > allows for enforcement and legal soundness.
> 
> So do any other decisions made by the Trustees.  They're all
> enforceable.  They all represent policy.  Bylaws are more about how
> the org operates than its individual decisions.
> 

Sure, and I would agree that some items may not be required in the
by-laws, but searching the history books is no fun either.

> > > That said, I'm all for paying people to do jobs that need to be done
> > > reliably when volunteers aren't cutting it (and historically, they
> > > haven't been).  This is a big argument in favor of an umbrella,
> > > because there is an economy in splitting these costs across many orgs.
> > > But, if we were independent I'd rather pay a CPA to do the taxes
> > > properly/etc.  And then we'd make sure that not a dime gets paid to
> > > anybody without the CPA knowing about it...
> >
> > The sad part is, that if years hadn't gone by and it was done
> > incrementally over time this wouldn't be such a burden.  Again, see my
> > reply to Roy regarding umbrellas.
> 
> Sure, but there is a reason it happened, and I suspect it will
> continue to happen, because in the end 99% of Gentoo contributors
> don't care if the paperwork gets done correctly.  There is no reason
> an individual couldn't do our taxes, but it is important that they get
> done...
> 

Well, that is why I am running.  I can at least do it right from the
beginning and mandate future Foundation trustees/officer to be held to a
standard.

> -- 
> Rich
> 

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Alec Warner]

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On Tue, Jul 17, 2018 at 3:29 PM, Aaron Bauman <bman@gentoo.org> wrote:

> On Tue, Jul 17, 2018 at 03:15:21PM -0400, Rich Freeman wrote:
> > On Tue, Jul 17, 2018 at 3:04 PM Aaron Bauman <bman@gentoo.org> wrote:
> > >
> > > On Tue, Jul 17, 2018 at 02:21:51PM -0400, Rich Freeman wrote:
> > > > On Tue, Jul 17, 2018 at 2:01 PM Roy Bamford <neddyseagoon@gentoo.org>
> wrote:
> > > > >
> > > > > Also, we would need to operate two NFPs when at this election
> > > > > we only secured enough candidates to staff one ... if they are all
> > > > > ranked above _reopen_nominations in the poll.
> > > > >
> > > >
> > > > ++
> > > >
> > > > This just sounds like twice as many opportunities to get things
> wrong,
> > > > and it splits our resources.
> > > >
> > >
> > > You didn't read my previous reply to Roy.  It also does not split
> > > resources.  Plain and simple.
> >
> > I sent my reply before receiving yours, so obviously I didn't read it.
> >
> > Even so, running two non-profits splits our money into two bank
> > accounts.  It is a division of resources no matter what.
> >
>
> All new contributions would be put into a new bank account, yes. The
> technical divsion of resources won't matter though as this is a
> systematic turnover of assets.
>
> e.g.
>
> (1) domains
> (2) servers
> (3) IP
> etc etc etc
>
> > >
> > > > > To follow on your example, there are several competing 2FA
> > > > > solutions with differing feature sets. While Nitrokey may be
> > > > > selected for <reasons> the comparative value assesment still
> > > > > needs to be performed or the trustees would be neglecting their
> > > > > duty by rubber stamping council decisions.
> > > >
> > > > Why would we think that the trustees would do any better a job at
> this
> > > > than the Council?  Why would the Council want to waste money?  There
> > > > is a limited pool of resources, and if the Council is making
> decisions
> > > > like this I'd imagine most developers would vote to select people
> they
> > > > trust to make these decisions.
> > >
> > > No one said the council will do any better at this than the council.
> >
> > Roy suggested that the Trustees would need to assess value, which
> > implies that the Council won't be doing this.
> >
>
> Yes, the trustees will still handle all legal and financial matters.
>
> > > Why would this be a waste of money?
> >
> > I never said it would be a waste of money.  I asked Roy why he thought
> > the Council would want to waste money that the Trustees might have to
> > stop.
> >
> > > Your paragraph is full of assumptions and no digestion of what
> > > I wrote.
> >
> > I didn't quote anything you wrote, or reply to anything you wrote.
> >
> > >
> > > > If we went to an umbrella org then there is a good chance that the
> > > > Council will end up making these kinds of decisions.
> > > >
> > > > Besides, why would we want multiple decision-making bodies, where one
> > > > body can choose to invest in something, and then another body can
> > > > ensure that all that investment is wasted by denying complementary
> > > > investment?  That could go either way.
> > > >
> > >
> > > It is not multiple decision making bodies.  The council is leading and
> > > the Foundation is providing.  The only split is that of legal and
> > > financial decision making for (hopefully) obvious reasons.
> >
> > I wasn't replying to your proposal.  I was replying to Roy's criticism
> > of your proposal.  You proposed one decision-making body.  Roy replied
> > and said that we need to stick with two.  THAT was what I was
> > responding to.
> >
>
> My apologies.  I suck at mailing lists apparently.
>
> > > > > Such bylaws would make me nervous ... what happens if the new
> > > > > legal entity has insuffcient funds to pay these people. I suppose
> it
> > > > > just goes bankrupt, like any other legal entity.
> > > >
> > > > Honestly, I don't see any point in codifying random decisions in
> bylaws.
> > >
> > > Which random decisions?
> >
> > Ok, now I was replying to something you wrote:
> >
> > "e.g. The council votes to adopt the FHS as a standard of which all
> > Gentoo developers must adhere within the Gentoo distribution.  The
> > trustees will enact this by amending the by-laws."
> >
> > Why would we stick FHS in the by-laws?
> >
>
> It was an example, but not a far-fetched one.  Why not put it in there?
> We should codify things by statute that are key principles of the
> organization.  FHS may not be determined as such, but again it is not an
> unreasonable example.
>
> A better example would be codifying the code of conduct in by-laws.  By
> defining who are members and classes of members delineating the various
> expectations.
>
> e.g. Trustees are held to a higher standard.
> e.g. Developers are held to a high standard.
>
> > >
> > > > Bylaws are supposed to be general principles we operate on.  They
> > > > don't codify individual operating decisions.  Those decisions should
> > > > be documented, but elsewhere.
> > > >
> > >
> > > Sure, by-laws can codify anything you want to set into statute.  It
> > > allows for enforcement and legal soundness.
> >
> > So do any other decisions made by the Trustees.  They're all
> > enforceable.  They all represent policy.  Bylaws are more about how
> > the org operates than its individual decisions.
> >
>
> Sure, and I would agree that some items may not be required in the
> by-laws, but searching the history books is no fun either.
>
> > > > That said, I'm all for paying people to do jobs that need to be done
> > > > reliably when volunteers aren't cutting it (and historically, they
> > > > haven't been).  This is a big argument in favor of an umbrella,
> > > > because there is an economy in splitting these costs across many
> orgs.
> > > > But, if we were independent I'd rather pay a CPA to do the taxes
> > > > properly/etc.  And then we'd make sure that not a dime gets paid to
> > > > anybody without the CPA knowing about it...
> > >
> > > The sad part is, that if years hadn't gone by and it was done
> > > incrementally over time this wouldn't be such a burden.  Again, see my
> > > reply to Roy regarding umbrellas.
> >
> > Sure, but there is a reason it happened, and I suspect it will
> > continue to happen, because in the end 99% of Gentoo contributors
> > don't care if the paperwork gets done correctly.  There is no reason
> > an individual couldn't do our taxes, but it is important that they get
> > done...
> >
>
> Well, that is why I am running.  I can at least do it right from the
> beginning and mandate future Foundation trustees/officer to be held to a
> standard.
>

So my objection in private is the same as my objection in public. In theory
the current board is accountable to the foundation members.
The board (for years) has not operated the NPO properly. Assuming that we
successfully shut down the current NPO and make a new NPO and transfer the
assets from old to new; how will the new NPO operate better than the old
one?

This remains the bit that is unclear to me. I get that the bylaws can say a
bunch of stuff; but in the current system:

1) The board has been unable to file federal taxes; ever.
2) The board has been unable to keep proper books.

Lets assume that this happened in the new NPO. How will the operation of
the new NPO lead to resolution of these (or other unforeseeable) problems?
I'd love to see a worked example / proposal; in particular, I want to see
how it would be different from the current situation.

-A


>
> > --
> > Rich
> >
>
> --
> Cheers,
> Aaron
>

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Aaron Bauman]

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> So my objection in private is the same as my objection in public. In theory
> the current board is accountable to the foundation members.

In reality, they are not accountable legally.

> The board (for years) has not operated the NPO properly. Assuming that we
> successfully shut down the current NPO and make a new NPO and transfer the
> assets from old to new; how will the new NPO operate better than the old
> one?
> 

I can't garauntee anything. It is a risk we take, but as mentioned, I am
willing to help get it started. If it is kept up with it isn't overly
complicated.

Additionally, the new by-laws would *legally* hold trustees accountable
for failure in due diligence. Of course, that will probably slim down
the pool of available individuals willing to run for the seats.
Conversely, it will stop people just keeping seats warm.

> This remains the bit that is unclear to me. I get that the bylaws can say a
> bunch of stuff; but in the current system:
> 
> 1) The board has been unable to file federal taxes; ever.
> 2) The board has been unable to keep proper books.
> 
> Lets assume that this happened in the new NPO. How will the operation of
> the new NPO lead to resolution of these (or other unforeseeable) problems?
> I'd love to see a worked example / proposal; in particular, I want to see
> how it would be different from the current situation.

The by-laws I am working will make this clear. As a side note, the
umbrella can do this, but they contract as well.  I suppose the
trade-off of "dues" to the umbrella and how much we pay a CPA etc is
worth consideration.

> 
> -A

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Alec Warner]

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On Tue, Jul 17, 2018 at 4:59 PM, Aaron Bauman <bman@gentoo.org> wrote:

> > So my objection in private is the same as my objection in public. In
> theory
> > the current board is accountable to the foundation members.
>
> In reality, they are not accountable legally.
>

I don't follow. Why not? The board already has a duty of care to operate
the nonprofit.


>
> > The board (for years) has not operated the NPO properly. Assuming that we
> > successfully shut down the current NPO and make a new NPO and transfer
> the
> > assets from old to new; how will the new NPO operate better than the old
> > one?
> >
>
> I can't garauntee anything. It is a risk we take, but as mentioned, I am
> willing to help get it started. If it is kept up with it isn't overly
> complicated.
>
> Additionally, the new by-laws would *legally* hold trustees accountable
> for failure in due diligence. Of course, that will probably slim down
> the pool of available individuals willing to run for the seats.
> Conversely, it will stop people just keeping seats warm.
>

So to summarize:

A bunch of new bylaws will get voted in.
The board is supposed to follow the bylaws.
If they fail to follow the bylaws...what happens?

My general assertion is that "the same thing that happens when the board
fails in their duty now" which is nothing and the NPO is continually
mismanaged until it falls into disrepair and then is heroically rescued.

But I suspect the answer will be similar "wait and see for b-mans proposed
bylaws which will clarify everything" so I'll just wait patiently.

-A


>
> > This remains the bit that is unclear to me. I get that the bylaws can
> say a
> > bunch of stuff; but in the current system:
> >
> > 1) The board has been unable to file federal taxes; ever.
> > 2) The board has been unable to keep proper books.
> >
> > Lets assume that this happened in the new NPO. How will the operation of
> > the new NPO lead to resolution of these (or other unforeseeable)
> problems?
> > I'd love to see a worked example / proposal; in particular, I want to see
> > how it would be different from the current situation.
>
> The by-laws I am working will make this clear. As a side note, the
> umbrella can do this, but they contract as well.  I suppose the
> trade-off of "dues" to the umbrella and how much we pay a CPA etc is
> worth consideration.
>

> >
> > -A
>
> --
> Cheers,
> Aaron
>

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Rich Freeman]

On Tue, Jul 17, 2018 at 4:59 PM Aaron Bauman <bman@gentoo.org> wrote:
>
> Additionally, the new by-laws would *legally* hold trustees accountable
> for failure in due diligence. Of course, that will probably slim down
> the pool of available individuals willing to run for the seats.
> Conversely, it will stop people just keeping seats warm.

That sounds nice in theory, but unless you're willing to pay a
professional board the only people you're going to get manning the
ship are those too incompetent to realize what they're signing up for.

And considering that we can't really even fully man the current
Foundation, how do we think that driving off volunteers is going to
improve things?

I'm also not really sure to what degree bylaws could actually create
more liability for board members when New Mexico law tries to minimize
this sort of liability.

The Foundation is really a product of the community.  If anybody
actually cared that much about properly running a non-profit then we'd
have enough volunteers to do the work, and we'd have a good selection
of candidates for the board so that voting can be used to hold people
to account.  If we have incompetent board members I think that says
more about the community than the individuals trying to do something
to make things better.

Now, there are certainly professionals who could do the job well and
who would probably be willing to do so under any reasonable liability
requirements.  There are law firms that even specialize in these sorts
of things.  However, you're not going to be able to just give them
Gentoo T-shirts as their sole compensation.

I think we have to acknowledge that we as a community don't really
care that much to keep a non-profit running, and honestly I'm not sure
I can think of a reason why we really should care.  I think we're best
served by minimizing our dependence on spending money in the first
place, and if we must do it just use an umbrella that specializes in
such things.

-- 
Rich

Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Rich Freeman]

On Tue, Jul 17, 2018 at 5:16 PM Alec Warner <antarus@gentoo.org> wrote:
>
> On Tue, Jul 17, 2018 at 4:59 PM, Aaron Bauman <bman@gentoo.org> wrote:
>>
>> > So my objection in private is the same as my objection in public. In theory
>> > the current board is accountable to the foundation members.
>>
>> In reality, they are not accountable legally.
>
> I don't follow. Why not? The board already has a duty of care to operate the nonprofit.

That is actually pretty limited under New Mexico law, and I'm not sure
if further restrictions can actually be imposed by the org (and even
if they could be, I'm not sure this is desirable).

And that makes sense, because otherwise every recreational football
league/etc would find it impossible to get people to volunteer to run
it.

The more strict requirements tend to come into play for for-profit
businesses, and especially for those that are publicly traded.

Ultimately, you get what you pay for, and collectively as a community
we aren't paying for much.  Nor, IMO, should we be.

-- 
Rich

Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Aaron Bauman]

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On Tue, Jul 17, 2018 at 05:16:33PM -0400, Alec Warner wrote:
> On Tue, Jul 17, 2018 at 4:59 PM, Aaron Bauman <bman@gentoo.org> wrote:
> 
> > > So my objection in private is the same as my objection in public. In
> > theory
> > > the current board is accountable to the foundation members.
> >
> > In reality, they are not accountable legally.
> >
> 
> I don't follow. Why not? The board already has a duty of care to operate
> the nonprofit.
> 
>

Have you read the current by-laws?  Limits of liability specifically?

> >
> > > The board (for years) has not operated the NPO properly. Assuming that we
> > > successfully shut down the current NPO and make a new NPO and transfer
> > the
> > > assets from old to new; how will the new NPO operate better than the old
> > > one?
> > >
> >
> > I can't garauntee anything. It is a risk we take, but as mentioned, I am
> > willing to help get it started. If it is kept up with it isn't overly
> > complicated.
> >
> > Additionally, the new by-laws would *legally* hold trustees accountable
> > for failure in due diligence. Of course, that will probably slim down
> > the pool of available individuals willing to run for the seats.
> > Conversely, it will stop people just keeping seats warm.
> >
> 
> So to summarize:
> 
> A bunch of new bylaws will get voted in.
> The board is supposed to follow the bylaws.
> If they fail to follow the bylaws...what happens?
> 
> My general assertion is that "the same thing that happens when the board
> fails in their duty now" which is nothing and the NPO is continually
> mismanaged until it falls into disrepair and then is heroically rescued.
> 
> But I suspect the answer will be similar "wait and see for b-mans proposed
> bylaws which will clarify everything" so I'll just wait patiently.
> 
> -A
> 

I never said wait and see my proposal. I said what I *am* writing into
the by-laws.  Of course, writing them and being thorough is much
different than just explaining intent over a mailing list.  So, I hope
you are not awaiting an epiphany or something.  I have explained it
already.

If it were as easy as, "I will vote to let someone else handle it" then
it would have been done... years ago?

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Aaron Bauman]

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On Tue, Jul 17, 2018 at 05:19:30PM -0400, Rich Freeman wrote:
> On Tue, Jul 17, 2018 at 4:59 PM Aaron Bauman <bman@gentoo.org> wrote:
> >
> > Additionally, the new by-laws would *legally* hold trustees accountable
> > for failure in due diligence. Of course, that will probably slim down
> > the pool of available individuals willing to run for the seats.
> > Conversely, it will stop people just keeping seats warm.
> 
> That sounds nice in theory, but unless you're willing to pay a
> professional board the only people you're going to get manning the
> ship are those too incompetent to realize what they're signing up for.
> 
> And considering that we can't really even fully man the current
> Foundation, how do we think that driving off volunteers is going to
> improve things?
>

Is this meant to be rhetorical?  I said it was a downfall already.

> I'm also not really sure to what degree bylaws could actually create
> more liability for board members when New Mexico law tries to minimize
> this sort of liability.
> 

It obviously cannot make the law more stringent, but by removing "limiting
liability" section it can at least enforce the minimum.  Also, NM has nothing to
do with my proposal.  Indiana does.

> The Foundation is really a product of the community.  If anybody
> actually cared that much about properly running a non-profit then we'd
> have enough volunteers to do the work, and we'd have a good selection
> of candidates for the board so that voting can be used to hold people
> to account.  If we have incompetent board members I think that says
> more about the community than the individuals trying to do something
> to make things better.
> 
> Now, there are certainly professionals who could do the job well and
> who would probably be willing to do so under any reasonable liability
> requirements.  There are law firms that even specialize in these sorts
> of things.  However, you're not going to be able to just give them
> Gentoo T-shirts as their sole compensation.
> 

No, but have you considered the rates for minimal hours quarterly,
annually, as-needed? It is minor.  I have mentioned this already.

> I think we have to acknowledge that we as a community don't really
> care that much to keep a non-profit running, and honestly I'm not sure
> I can think of a reason why we really should care.  I think we're best
> served by minimizing our dependence on spending money in the first
> place, and if we must do it just use an umbrella that specializes in
> such things.
> 

Are you speaking for the community here?  Or is it the lack of action by
those elected?  We could try and find reasons for everything.

It really isn't hard to spend money and account for it.  Please don't
make it seem like it is moving a mountain.

> -- 
> Rich
> 

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Alec Warner]

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On Tue, Jul 17, 2018 at 6:03 PM, Aaron Bauman <bman@gentoo.org> wrote:

> On Tue, Jul 17, 2018 at 05:16:33PM -0400, Alec Warner wrote:
> > On Tue, Jul 17, 2018 at 4:59 PM, Aaron Bauman <bman@gentoo.org> wrote:
> >
> > > > So my objection in private is the same as my objection in public. In
> > > theory
> > > > the current board is accountable to the foundation members.
> > >
> > > In reality, they are not accountable legally.
> > >
> >
> > I don't follow. Why not? The board already has a duty of care to operate
> > the nonprofit.
> >
> >
>
> Have you read the current by-laws?  Limits of liability specifically?
>

I have.


>
> > >
> > > > The board (for years) has not operated the NPO properly. Assuming
> that we
> > > > successfully shut down the current NPO and make a new NPO and
> transfer
> > > the
> > > > assets from old to new; how will the new NPO operate better than the
> old
> > > > one?
> > > >
> > >
> > > I can't garauntee anything. It is a risk we take, but as mentioned, I
> am
> > > willing to help get it started. If it is kept up with it isn't overly
> > > complicated.
> > >
> > > Additionally, the new by-laws would *legally* hold trustees accountable
> > > for failure in due diligence. Of course, that will probably slim down
> > > the pool of available individuals willing to run for the seats.
> > > Conversely, it will stop people just keeping seats warm.
> > >
> >
> > So to summarize:
> >
> > A bunch of new bylaws will get voted in.
> > The board is supposed to follow the bylaws.
> > If they fail to follow the bylaws...what happens?
> >
> > My general assertion is that "the same thing that happens when the board
> > fails in their duty now" which is nothing and the NPO is continually
> > mismanaged until it falls into disrepair and then is heroically rescued.
> >
> > But I suspect the answer will be similar "wait and see for b-mans
> proposed
> > bylaws which will clarify everything" so I'll just wait patiently.
> >
> > -A
> >
>
> I never said wait and see my proposal. I said what I *am* writing into
> the by-laws.  Of course, writing them and being thorough is much
> different than just explaining intent over a mailing list.  So, I hope
> you are not awaiting an epiphany or something.  I have explained it
> already.
>

Whatever you write into the bylaws, someone needs to enforce them.
Today its the Foundation members, and they don't enforce anything and seem
mostly oblivious to NPO operations.
In the new NPO, who is supposed to care about the board's activities?

Or is your theory that adding additional liability will result proper
operation on its own?

-A


>
> If it were as easy as, "I will vote to let someone else handle it" then
> it would have been done... years ago?
>
> --
> Cheers,
> Aaron
>

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Aaron Bauman]

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On Tue, Jul 17, 2018 at 06:15:24PM -0400, Alec Warner wrote:
> Whatever you write into the bylaws, someone needs to enforce them.
> Today its the Foundation members, and they don't enforce anything and seem
> mostly oblivious to NPO operations.
> In the new NPO, who is supposed to care about the board's activities?
> 
> Or is your theory that adding additional liability will result proper
> operation on its own?
> 
> -A
> 

I can't speak as to why enforcement is not occuring and I can't make any
promises.  If the outlook is poor then I suppose we just don't proceed.

The liability is already there for the IRS piece.  I hope those on the
board are aware of it.  The silver lining for them is that the
foundation has enough money to pay any penalties and backtaxes.

My intent is to remove the "limitation of liability" by-law which
attempts to shielf trustees and officers, but really only can affect
certain things such as lawsuits against the Foundation.  e.g. former dev
suing for X.

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Roy Bamford]

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On 2018.07.17 19:18, Aaron Bauman wrote:
> On Tue, Jul 17, 2018 at 07:01:18PM +0100, Roy Bamford wrote:
> > On 2018.07.16 22:21, Aaron Bauman wrote:

[snip stuff I'm not responding to]

> > > 
> > > Another option which I have explored is beginning a new
> incorporation
> > > in
> > > a different U.S. State (Indiana). This would allow us to gain a
> > > not-for-profit status and proper IRS tax exemption. Upon forming
> the
> > > incorporation we would redirect all of Gentoo's contributions to
> this
> > > new organization.  From there we would begin moving assets from
> the
> > > New
> > > Mexico based foundation to the new. This would be in the form of
> gifts
> > > which allows a zero-sum transaction to occur given that the
> > > organizations both address the same not-for-profit mission. This
> would
> > > require a significant amount of money (approximately $30-40k
> dollars)
> > > be
> > > left in the NM foundation to deal with the IRS debt.
> > 
> > That sounds risky for the trustees that vote to approve that. My
> > understanding of NM law is that they would be personally liable for 
> > any shortfall as it could be seen as moving funds to avoid
> liability.
> > 
> > Also, we would need to operate two NFPs when at this election 
> > we only secured enough candidates to staff one ... if they are all
> > ranked above _reopen_nominations in the poll.
> > 
> > Its actually worse than that, as ideally, trustees and officers
> should
> > be separate individuals, except for the chairman of the board, who
> > needs to be a board member.
> >
> 
> We are not attempting to avoid liability. The move is to ensure that
> future contributions are properly protected while the old "non-profit"
> is dissolved. Properly protected is meaning that they are indeed
> non-taxable contributions to Gentoo vice continuing to bleed out.
> 
> The sad state is, and don't take this personally, that operating even
> one
> should have been a simple task.  Here we are though.
> 
> The laws you speak of are the criterion such as "de facto merge",
> "mere
> continuation", etc. As stated though, this is not the case as we are
> still properly dissolving the NM based non-profit.
> 

I was trying to respond to the timing of the gifting to the new NFP.
If its done before the tax liability is known, its risky.

Spinning up a new NFP and directing future donations there seems
OK. Moving the residue of assetts there after the tax liability is
known is OK too. Thats the formal winding up

I'm unclear as to how liabilities would be funded while both NFPs
operate. The IRS will take o dim view of running down the assets
of the old NFP while the new one grows if we end up with 
insufficient funds to cover our tax liability.

I can see how the IRS might interpret moving money around in that 
that fashion as attempting to avoid liability.


[snip]

> > > 
> > > The council is and will remain the leadership within Gentoo. The
> > > by-laws
> > > will constrain the trustees to legally execute the direction in
> which
> > > the council votes. The few exceptions are any legally compromising
> > > matters or financial.  This also ensures that council members will
> > > *not*
> > > be forced to legally seek permission from their employers.  It
> will,
> > > however, not remove the requirement that trustees are legally
> > > obligated
> > > to the foundation.
> > > 
> > > e.g. The council votes that all developers will be supplied with a
> > > Nitrokey to address 2FA concerns.  The trustees will execute this
> > > matter
> > > legally and financially.  There will be no choice as the
> "technical
> > > board" has voted and it is final.
> > 
> > The technical board currently has no duty to ensure fhaf their 
> > decisions offer value for money. Which body would perform 
> > 'due dillegence'?
> > To follow on your example, there are several competing 2FA 
> > solutions with differing feature sets. While Nitrokey may be 
> > selected for <reasons> the comparative value assesment still 
> > needs to be performed or the trustees would be neglecting their 
> > duty by rubber stamping council decisions. 
> > 
> > The council can do this today. I'm sure other groups/individuals 
> > already do this work before they submit funding requests.
> >  
> 
> Yes, the intent of the example was not to "rubber stamp" anything and
> as
> mentioned those legal obligations still remain for the trustees. I
> used
> Nitrokey in the example unwittingly. The trustees would still be
> required due diligence etc.  The example would work though as Nitrokey
> meets the foundation's mission statement (FOSS etc).  Point taken
> though.  Other's would not even if cheaper due to proprietary
> technology.

Maybe I'm reading too much into this. In the past, the  foundation
has usually asked applicants for funding to do the due diligence.
The foundation then checked it.
There is no reason that cannot continue and be applied to the 
council too.

Price is only one part of the value judgment, which is why I used
the term value.

As long as the trustees can continue to reject incomplete applications
for funding, even from the council, there is no problem.
   
[snip]

> -- 
> Cheers,
> Aaron
> 

-- 
Regards,

Roy Bamford
(Neddyseagoon) a member of
arm64
elections
gentoo-ops
forum-mods

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Rich Freeman]

On Wed, Jul 18, 2018 at 3:34 PM Roy Bamford <neddyseagoon@gentoo.org> wrote:
>
> Spinning up a new NFP and directing future donations there seems
> OK. Moving the residue of assetts there after the tax liability is
> known is OK too. Thats the formal winding up

++

Really, though, I don't see the reason to even move at that point.  I
could see moving to an umbrella.  I could see not moving at all.  I
don't see the point in spinning up one non-profit and shutting down
the current one.  That is, unless the new state gives us some legal
advantage, or if it gives us a better chance of getting 501c3 status.
If we aren't getting either benefit then we're just doing a lot of
paperwork.  If this is just about bylaws/articles/etc, then we can
change those without moving.

>
> As long as the trustees can continue to reject incomplete applications
> for funding, even from the council, there is no problem.
>

I think that any legal entity is going to have to do reasonable care,
and the officers/directors of that entity are responsible to see that
it happens.  That is, they need to verify that the expenditure is
legal and basically aligned with the goals of the org.  Any umbrella
org is going to be the same.

I do think it is important to define expectations around these reviews
depending on the model we choose.  Is the Foundation/umbrella/etc just
checking to see if the request meets the minimum legal standards?  Or
are they also doing a more strategic evaluation?  That is, are they
asking "can we legally spend $5k on hardware signing devices?"  Or are
they asking "will spending $5k on hardware signing devices be a better
use of money than saving that $5k so that we can later spend it on
newspaper ads for Gentoo?"  The former is probably what an umbrella
would do.  The latter is more like what the Foundation technically
does today, though we have so few requests for funding and the
requests tend to be small enough that they don't tend to turn them
down for that sort of reason.  What governance body do we want making
the decisions around prioritization?

I'm not really taking a side as far as this argument goes.  I'm just
pointing out that this is the sort of thing that we'd benefit from
clearing up, so that we don't have two bodies disagreeing on
priorities.  When it comes to legal requirements I suspect there will
be fewer disputes, and in any case I don't think the
officers/directors can legally divorce themselves of their duties
here.

-- 
Rich

Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Aaron Bauman]

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On Wed, Jul 18, 2018 at 03:58:15PM -0400, Rich Freeman wrote:
> On Wed, Jul 18, 2018 at 3:34 PM Roy Bamford <neddyseagoon@gentoo.org> wrote:
> >
> > Spinning up a new NFP and directing future donations there seems
> > OK. Moving the residue of assetts there after the tax liability is
> > known is OK too. Thats the formal winding up
> 
> ++
> 
> Really, though, I don't see the reason to even move at that point.  I
> could see moving to an umbrella.  I could see not moving at all.  I
> don't see the point in spinning up one non-profit and shutting down
> the current one.  That is, unless the new state gives us some legal
> advantage, or if it gives us a better chance of getting 501c3 status.
> If we aren't getting either benefit then we're just doing a lot of
> paperwork.  If this is just about bylaws/articles/etc, then we can
> change those without moving.
>

Look at it as "freezing" in a point in time.  We would stop
contributions to the old NM foundation in favor of not being taxed on
contributions to the new.  We will self-declare (the first year) for the
new Foundation and during that time file the appropriate paperwork with
the IRS.  That is the immediate benefit.

As I have stated, the other pieces (by-laws, etc)  are just by-products
of making the move.  It is nothing we couldn't do now.

> >
> > As long as the trustees can continue to reject incomplete applications
> > for funding, even from the council, there is no problem.
> >
> 
> I think that any legal entity is going to have to do reasonable care,
> and the officers/directors of that entity are responsible to see that
> it happens.  That is, they need to verify that the expenditure is
> legal and basically aligned with the goals of the org.  Any umbrella
> org is going to be the same.
> 
> I do think it is important to define expectations around these reviews
> depending on the model we choose.  Is the Foundation/umbrella/etc just
> checking to see if the request meets the minimum legal standards?  Or
> are they also doing a more strategic evaluation?  That is, are they
> asking "can we legally spend $5k on hardware signing devices?"  Or are
> they asking "will spending $5k on hardware signing devices be a better
> use of money than saving that $5k so that we can later spend it on
> newspaper ads for Gentoo?"  The former is probably what an umbrella
> would do.  The latter is more like what the Foundation technically
> does today, though we have so few requests for funding and the
> requests tend to be small enough that they don't tend to turn them
> down for that sort of reason.  What governance body do we want making
> the decisions around prioritization?
> 

The umbrella would advise whether things are legal or not, but I would
offer that it is common sense as to what is legal and is not
legal.  Sure, we could find some border line examples and corner cases,
but let's not.

I am saddened by how few funding requests we do have. I would also want
to advertise, educate, and ask that members request more funding for
projects etc.

I would also like to explore a scenario like GSoC, but from the Gentoo
Foundation.  This would need a separate thread and is not an immediate
concern.

> I'm not really taking a side as far as this argument goes.  I'm just
> pointing out that this is the sort of thing that we'd benefit from
> clearing up, so that we don't have two bodies disagreeing on
> priorities.  When it comes to legal requirements I suspect there will
> be fewer disputes, and in any case I don't think the
> officers/directors can legally divorce themselves of their duties
> here.
> 
> -- 
> Rich
> 

I hope it has not been perceived as anyone divorcing themselves of their
duties.
-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Aaron Bauman]

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On Wed, Jul 18, 2018 at 08:34:12PM +0100, Roy Bamford wrote:
> On 2018.07.17 19:18, Aaron Bauman wrote:
> > On Tue, Jul 17, 2018 at 07:01:18PM +0100, Roy Bamford wrote:
> > > On 2018.07.16 22:21, Aaron Bauman wrote:
> 
> [snip stuff I'm not responding to]
> 
> > > > 
> > > > Another option which I have explored is beginning a new
> > incorporation
> > > > in
> > > > a different U.S. State (Indiana). This would allow us to gain a
> > > > not-for-profit status and proper IRS tax exemption. Upon forming
> > the
> > > > incorporation we would redirect all of Gentoo's contributions to
> > this
> > > > new organization.  From there we would begin moving assets from
> > the
> > > > New
> > > > Mexico based foundation to the new. This would be in the form of
> > gifts
> > > > which allows a zero-sum transaction to occur given that the
> > > > organizations both address the same not-for-profit mission. This
> > would
> > > > require a significant amount of money (approximately $30-40k
> > dollars)
> > > > be
> > > > left in the NM foundation to deal with the IRS debt.
> > > 
> > > That sounds risky for the trustees that vote to approve that. My
> > > understanding of NM law is that they would be personally liable for 
> > > any shortfall as it could be seen as moving funds to avoid
> > liability.
> > > 
> > > Also, we would need to operate two NFPs when at this election 
> > > we only secured enough candidates to staff one ... if they are all
> > > ranked above _reopen_nominations in the poll.
> > > 
> > > Its actually worse than that, as ideally, trustees and officers
> > should
> > > be separate individuals, except for the chairman of the board, who
> > > needs to be a board member.
> > >
> > 
> > We are not attempting to avoid liability. The move is to ensure that
> > future contributions are properly protected while the old "non-profit"
> > is dissolved. Properly protected is meaning that they are indeed
> > non-taxable contributions to Gentoo vice continuing to bleed out.
> > 
> > The sad state is, and don't take this personally, that operating even
> > one
> > should have been a simple task.  Here we are though.
> > 
> > The laws you speak of are the criterion such as "de facto merge",
> > "mere
> > continuation", etc. As stated though, this is not the case as we are
> > still properly dissolving the NM based non-profit.
> > 
> 
> I was trying to respond to the timing of the gifting to the new NFP.
> If its done before the tax liability is known, its risky.
> 
> Spinning up a new NFP and directing future donations there seems
> OK. Moving the residue of assetts there after the tax liability is
> known is OK too. Thats the formal winding up
> 
> I'm unclear as to how liabilities would be funded while both NFPs
> operate. The IRS will take o dim view of running down the assets
> of the old NFP while the new one grows if we end up with 
> insufficient funds to cover our tax liability.
> 
> I can see how the IRS might interpret moving money around in that 
> that fashion as attempting to avoid liability.
>

Correct.  The timing will be critical and must be deliberately planned.

e.g. Server X has been accounted for and depreciation values properly
calculated.  We may make a transaction transferring this asset to the
new foundation.  Proper paperwork and liability clauses included.

e.g. Domain X can be transferred now as there is no depreciation or
realized loss.  Proper paperwork and liability clauses included.

> 
> [snip]
> 
> > > > 
> > > > The council is and will remain the leadership within Gentoo. The
> > > > by-laws
> > > > will constrain the trustees to legally execute the direction in
> > which
> > > > the council votes. The few exceptions are any legally compromising
> > > > matters or financial.  This also ensures that council members will
> > > > *not*
> > > > be forced to legally seek permission from their employers.  It
> > will,
> > > > however, not remove the requirement that trustees are legally
> > > > obligated
> > > > to the foundation.
> > > > 
> > > > e.g. The council votes that all developers will be supplied with a
> > > > Nitrokey to address 2FA concerns.  The trustees will execute this
> > > > matter
> > > > legally and financially.  There will be no choice as the
> > "technical
> > > > board" has voted and it is final.
> > > 
> > > The technical board currently has no duty to ensure fhaf their 
> > > decisions offer value for money. Which body would perform 
> > > 'due dillegence'?
> > > To follow on your example, there are several competing 2FA 
> > > solutions with differing feature sets. While Nitrokey may be 
> > > selected for <reasons> the comparative value assesment still 
> > > needs to be performed or the trustees would be neglecting their 
> > > duty by rubber stamping council decisions. 
> > > 
> > > The council can do this today. I'm sure other groups/individuals 
> > > already do this work before they submit funding requests.
> > >  
> > 
> > Yes, the intent of the example was not to "rubber stamp" anything and
> > as
> > mentioned those legal obligations still remain for the trustees. I
> > used
> > Nitrokey in the example unwittingly. The trustees would still be
> > required due diligence etc.  The example would work though as Nitrokey
> > meets the foundation's mission statement (FOSS etc).  Point taken
> > though.  Other's would not even if cheaper due to proprietary
> > technology.
> 
> Maybe I'm reading too much into this. In the past, the  foundation
> has usually asked applicants for funding to do the due diligence.
> The foundation then checked it.
> There is no reason that cannot continue and be applied to the 
> council too.
> 
> Price is only one part of the value judgment, which is why I used
> the term value.
> 
> As long as the trustees can continue to reject incomplete applications
> for funding, even from the council, there is no problem.
>    
> [snip]
> 

Of course, they would retain that ability.  The only thing we are trying
to establish is a better relationship between the technical bodies
direction and the Foundation supporting them.

e.g.

Council: "We want some Yubikeys for our infra people"
Foundation: "Sorry, the Yubikey is proprietary and goes against our
social contract.  Please choose another vendor who meets X requirements"

e.g.

Council: "We would like an HSM for our infra team to support crypto for
our end user.  It costs $10k"
Foundation: "Sorry, this would not be a reasonable use of our money as
there are better options available such as end-user hardware tokens"

*note* none of this is meant to be technically sound or imply that the
council would ask such things.


> > -- 
> > Cheers,
> > Aaron
> > 
> 
> -- 
> Regards,
> 
> Roy Bamford
> (Neddyseagoon) a member of
> arm64
> elections
> gentoo-ops
> forum-mods



-- 
Cheers,
Aaron

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