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 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