From mboxrd@z Thu Jan 1 00:00:00 1970 Return-Path: <gentoo-nfp+bounces-1995-garchives=archives.gentoo.org@lists.gentoo.org> Received: from lists.gentoo.org (pigeon.gentoo.org [208.92.234.80]) (using TLSv1.2 with cipher ECDHE-RSA-AES256-GCM-SHA384 (256/256 bits)) (No client certificate requested) by finch.gentoo.org (Postfix) with ESMTPS id 6692A138334 for <garchives@archives.gentoo.org>; Wed, 18 Jul 2018 20:43:46 +0000 (UTC) Received: from pigeon.gentoo.org (localhost [127.0.0.1]) by pigeon.gentoo.org (Postfix) with SMTP id 3FBFBE0928; Wed, 18 Jul 2018 20:43:45 +0000 (UTC) Received: from smtp.gentoo.org (dev.gentoo.org [IPv6:2001:470:ea4a:1:5054:ff:fec7:86e4]) (using TLSv1.2 with cipher ECDHE-RSA-AES128-GCM-SHA256 (128/128 bits)) (No client certificate requested) by pigeon.gentoo.org (Postfix) with ESMTPS id DE870E0928 for <gentoo-nfp@lists.gentoo.org>; Wed, 18 Jul 2018 20:43:44 +0000 (UTC) Received: from localhost (pool-71-163-21-11.washdc.fios.verizon.net [71.163.21.11]) (using TLSv1.2 with cipher ECDHE-RSA-AES128-GCM-SHA256 (128/128 bits)) (No client certificate requested) (Authenticated sender: bman) by smtp.gentoo.org (Postfix) with ESMTPSA id 1C6D0335CA8 for <gentoo-nfp@lists.gentoo.org>; Wed, 18 Jul 2018 20:43:42 +0000 (UTC) Date: Wed, 18 Jul 2018 16:43:39 -0400 From: Aaron Bauman <bman@gentoo.org> To: gentoo-nfp@lists.gentoo.org Subject: Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman) Message-ID: <20180718204339.GB9075@monkey> References: <20180717181818.GB11692@monkey> <CypSLRVhJ+E+AUrHBjcMke@j+id1ntEzMcetqibTSe/Q> Precedence: bulk List-Post: <mailto:gentoo-nfp@lists.gentoo.org> List-Help: <mailto:gentoo-nfp+help@lists.gentoo.org> List-Unsubscribe: <mailto:gentoo-nfp+unsubscribe@lists.gentoo.org> List-Subscribe: <mailto:gentoo-nfp+subscribe@lists.gentoo.org> List-Id: Gentoo Linux mail <gentoo-nfp.gentoo.org> X-BeenThere: gentoo-nfp@lists.gentoo.org Reply-To: gentoo-nfp@lists.gentoo.org MIME-Version: 1.0 Content-Type: multipart/signed; micalg=pgp-sha256; protocol="application/pgp-signature"; boundary="eJnRUKwClWJh1Khz" Content-Disposition: inline In-Reply-To: <CypSLRVhJ+E+AUrHBjcMke@j+id1ntEzMcetqibTSe/Q> User-Agent: Mutt/1.10.1 (2018-07-13) X-Archives-Salt: 9d2f0247-ea1a-4c8d-8e5e-3518cf943ed7 X-Archives-Hash: 76d63306ac53adf7d3fa1f94ab3bcbd8 --eJnRUKwClWJh1Khz Content-Type: text/plain; charset=utf-8 Content-Disposition: inline Content-Transfer-Encoding: quoted-printable 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: >=20 > [snip stuff I'm not responding to] >=20 > > > >=20 > > > > 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. > > >=20 > > > That sounds risky for the trustees that vote to approve that. My > > > understanding of NM law is that they would be personally liable for= =20 > > > any shortfall as it could be seen as moving funds to avoid > > liability. > > >=20 > > > Also, we would need to operate two NFPs when at this election=20 > > > we only secured enough candidates to staff one ... if they are all > > > ranked above _reopen_nominations in the poll. > > >=20 > > > 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. > > > > >=20 > > 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. > >=20 > > The sad state is, and don't take this personally, that operating even > > one > > should have been a simple task. Here we are though. > >=20 > > 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. > >=20 >=20 > 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. >=20 > 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 >=20 > 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=20 > insufficient funds to cover our tax liability. >=20 > I can see how the IRS might interpret moving money around in that=20 > 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. >=20 > [snip] >=20 > > > >=20 > > > > 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. > > > >=20 > > > > 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. > > >=20 > > > The technical board currently has no duty to ensure fhaf their=20 > > > decisions offer value for money. Which body would perform=20 > > > 'due dillegence'? > > > To follow on your example, there are several competing 2FA=20 > > > solutions with differing feature sets. While Nitrokey may be=20 > > > selected for <reasons> the comparative value assesment still=20 > > > needs to be performed or the trustees would be neglecting their=20 > > > duty by rubber stamping council decisions.=20 > > >=20 > > > The council can do this today. I'm sure other groups/individuals=20 > > > already do this work before they submit funding requests. > > > =20 > >=20 > > 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. >=20 > 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=20 > council too. >=20 > Price is only one part of the value judgment, which is why I used > the term value. >=20 > As long as the trustees can continue to reject incomplete applications > for funding, even from the council, there is no problem. > =20 > [snip] >=20 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. > > --=20 > > Cheers, > > Aaron > >=20 >=20 > --=20 > Regards, >=20 > Roy Bamford > (Neddyseagoon) a member of > arm64 > elections > gentoo-ops > forum-mods --=20 Cheers, Aaron --eJnRUKwClWJh1Khz Content-Type: application/pgp-signature; name="signature.asc" -----BEGIN PGP SIGNATURE----- iQEzBAABCAAdFiEEiDRK3jyVBE/RkymqpRQw84X1dt0FAltPpnsACgkQpRQw84X1 dt019Qf/cnEk8NgNI+Tcc1IisIkhYmcFtMNvVIQu6hhvLHBB1cd0WghMUFqUch+p Sc30/RTwXRI21ckwnuNWz/r+kIvUpX82ubc9zWUrQm/lBdwV6iuoRIXMp1ZbTA+i zj4RnfpMPRWeMsHIx6mj0X4uR8YDQi7zDyXxHjO/LUcFuKg/uxCLrU+tmEUnK5tC Pq9Z9La8Zn21HGtt2P7sPDRZ2sakPnCjgwQwAnSgdPjq8JMbSEd/3kE37I0Bf6y8 xOhD/x4JN0eICht2FJFe1Y2FohsD8mLNWKey52MgiEoXm7jIx32nT9Qb1n1KvyaX F6K6M+dnuNgBj5NhWvmJx6FHL2Es8Q== =KAWl -----END PGP SIGNATURE----- --eJnRUKwClWJh1Khz--