From mboxrd@z Thu Jan 1 00:00:00 1970 Return-Path: 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 B6F13138334 for ; Sun, 14 Jul 2019 14:32:33 +0000 (UTC) Received: from pigeon.gentoo.org (localhost [127.0.0.1]) by pigeon.gentoo.org (Postfix) with SMTP id D42A6E0817; Sun, 14 Jul 2019 14:32:32 +0000 (UTC) Received: from smtp.gentoo.org (mail.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 A2FE4E0817 for ; Sun, 14 Jul 2019 14:32:32 +0000 (UTC) Received: from localhost (pool-108-44-175-72.clppva.fios.verizon.net [108.44.175.72]) (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 9758F346DFD for ; Sun, 14 Jul 2019 14:32:31 +0000 (UTC) Date: Sun, 14 Jul 2019 10:32:29 -0400 From: Aaron Bauman To: gentoo-nfp@lists.gentoo.org Subject: Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates Message-ID: <20190714143229.GC22850@bubba.lan> References: Precedence: bulk List-Post: List-Help: List-Unsubscribe: List-Subscribe: List-Id: Gentoo Linux mail X-BeenThere: gentoo-nfp@lists.gentoo.org Reply-To: gentoo-nfp@lists.gentoo.org X-Auto-Response-Suppress: DR, RN, NRN, OOF, AutoReply MIME-Version: 1.0 Content-Type: multipart/signed; micalg=pgp-sha256; protocol="application/pgp-signature"; boundary="KN5l+BnMqAQyZLvT" Content-Disposition: inline In-Reply-To: User-Agent: Mutt/1.12.1 (2019-06-15) X-Archives-Salt: 44b9b134-ff3f-46f8-97b3-987a779f8af2 X-Archives-Hash: c1778b4dbdb8c8b3ea6964719446e7a1 --KN5l+BnMqAQyZLvT Content-Type: text/plain; charset=utf-8 Content-Disposition: inline Content-Transfer-Encoding: quoted-printable On Sun, Jul 14, 2019 at 12:29:11AM +0000, Robin H. Johnson wrote: > On Sat, Jul 13, 2019 at 01:18:29PM +0100, Roy Bamford wrote: > > On 2019.07.13 13:12, Roy Bamford wrote: > > > Team, > > >=20 > > > This is a meta topic to collect Questions For Gentoo Foundation > > > Trustee Candidates together. > >=20 > > We have several candidates with a declared platform of dissolving=20 > > the Gentoo foundation. > >=20 > > 1. Will all candidates make their position on the future of the > > Foundation clear. > Firstly, I want a special vote for the electorate to vote on what they > feel the outcome should be. The main question should be a ranked vote, > and also carries the significance of being the mandatory general vote > for dissolution. > > Before the vote is undertaken, extensive research with comparative costs > should be prepared. They should include costs of ongoing state, costs to > being an Umbrella member, costs to joining the umbrella (e.g. many of > the options will need to pay for trademark & copyright [1] transfers). > This has been discussed amongst the trustees for a bit, but no one has purs= ued their research of the umbrellas. It is important to note that those support= ing such a course of action should conduct this research. No, this is not a mat= ter of "due diligence" for members of the baord who do not support such a move = to undertake. > Specifically relevant to this, I'd like to remind those reading this > email that while New Mexico considers the Foundation to be a non-profit > entity, the IRS considers the Foundation to be a for-profit corporation. > Subject to New Mexico law and really IANAL, I think there's a chance we > could make multiple choices on what to convert into. >=20 > I think that the questions in the vote should somewhat like the > following. I know votify doesn't support multiple questions, so we'd > need to find another platform for this vote. >=20 > Question 1: > - Should the Foundation do voluntary OPTIONAL backfiling to the IRS? > Yes, No > This is the filing beyond the present 4 years that we are presently > required to do. If the outcome of a later question makes it mandatory, > then we'd be doing it anyway. >=20 I am not sure why we would propose this to the general membership? This is a matter for those elected to consider. Of course, the general membership sho= uld be notified of how these things are being handled, what the significance is= , and how each course of action was considered. > Question 2, ranked choices: > What do you feel should be done with the Foundation entity? If an option > turns out to be disallowed by law, it will be discounted after the poll. > I'm not certain all of the options will be possible, but I want to be > open in possibilities. >=20 > - Remain a for-profit entity "remaining" a for-profit entity is antithetical to the original intent and purpose of the foundation. While there were failures of individuals to file= the appropriate federal tax paperwork to gain tax-exemption status, this does n= ot change how we should proceed nor set a precedent for "remaining" a in a for-profit status. > - Apply to convert from for-profit to non-profit 501(c)(3) This is dependent on filing the additional 6 years. > - Apply to convert from for-profit to non-profit 501(c)(6) We have discussed this before, a 501c6 does not match our purpose, does not support charitable donations being tax-exempt for the donator, and we have = no intent of lobbying/supporting politics. The 501c6 idea justs needs to go away. > - Dissolve the existing entity AND create a new non-profit 501(c)(3) > - Dissolve the existing entity AND create a new non-profit 501(c)(6) > - Dissolve the existing entity AND Join Umbrella: Software in the Public = Interest (SPI) > - Dissolve the existing entity AND Join Umbrella: Software Freedom Conser= vancy (SFC) > - Dissolve the existing entity AND Join Umbrella: Linux Foundation (LF) > - Dissolve the existing entity AND Join Umbrella: ... (list of every umbr= ella that is compatible with us joining) > - Dissolve the existing entity AND donate the assets to some non-profit I am not sure why we would even consider dissolving the foundation with a follow-on action of donating the money elsewhere. While I support donations= to similar non-profits, the money currently held by the foundation was raised = under the premise of supporting Gentoo. How that that grew to $100k is troubling... > - Reopen research & voting >=20 > Question 3: > As required by New Mexico law, do you approve of the trustees dissolving > the existing Foundation, to change per question 2? > Yes, No >=20 The dissolution proposal needs to come from the Trustees and be: 1. direct with purpose (e.g. we will go under an umbrella) 2. a well laid out plan to inform the membership of where assets/trademarks/monies will go Asking the general membership to support a dissolution with multiple endsta= tes is not proper or responsible. > > 2. Will all candidates explain the reasoning supporting their position > > on their future plans for the existence (or otherwise) of the Foundatio= n.=20 > On the above questions, my answers: > Q1:=20 > No voluntary backfiling [I don't have the time for it, another person wil= l need to work with the CPA on it] >=20 Unless I am missing something here, the intent is to retain the CPA for such book keeping permanently. The trustees will simply interact with them to ma= ke purchases etc.=20 e.g. buy a thing, send receipts to CPA. Done. This is not complex, as they crunch the numbers. > Q2:=20 > - Dissolve & join SPI > - Dissolve & join SFC > - Dissolve & join LF > - (maybe other umbrellas here) > - Convert to 501(c)(6) > - New 501(c)(6) > - Reopen research & voting > - (all other options) >=20 > Q3: Yes >=20 > Why these choices? > As the others have noted, even with the present manpower, we have a bus > factor problem. If I wasn't around doing the financials, we'd be in much > worse state. Not that it would be impossible to fix, just significantly > more expensive (one rough book-keeping quote to "fix" data was $250 per > calendar month of backlog, including end-of-year financial statements). >=20 As I stated above, the CPA should be retained by the board. Also, "expensiv= e" is relative considering the current state of the foundations finances. We have money... lots of it relative to our needs. > To that end, I feel we should offload the work to an umbrella as much as > possible, that is ALREADY handling the type of stuff we want to do for > other open-source projects.=20 > Let's pretend the CPA is that umbrella? This is an important distinction as many are presenting umbrellas as a panacea, but are failing to understand (= as Roy pointed out in another thread) the potential impact of *another* board impacting Gentoo in a way we may not agree with. This is possible through t= he same by-laws and Articles of Incorporation from umbrella $X. *No*, a contract will not fix this. > Furthermore, I feel that unless our income were to grow significantly, > the costs of being in an umbrella are less than doing it on our own. >=20 > If the electorate is against Umbrellas as a whole, AND understands the > ongoing costs to outsource all of our needed management, then we can > certainly consider it. >=20 > The exact Umbrellas we might join are another matter for debate. I think > the Linux Foundation has the most corporate power, but I'm not as > certain of their motives as SPI & SFC. >=20 How have you found certainty in their motives? --=20 Cheers, Aaron --KN5l+BnMqAQyZLvT Content-Type: application/pgp-signature; name="signature.asc" -----BEGIN PGP SIGNATURE----- iQEzBAABCAAdFiEEDA48qNrrn8VVVcst4yp5f7HQy3AFAl0rPP0ACgkQ4yp5f7HQ y3Atggf/en3JUiHghkzn0/WImL5OYo72FlfhFuVQ6HC9sJMukyj0HsTnlrHULRpf 87G3DCy6QB86GPQR25ds5lM2IH8sQ+sqZJSEmcaujX7GmkonajlvOWu8juaxG8ko OGar2m4MZofVxNUM3L5QfmVC6G7/qoFt9+A+eW6IhB/tnZN65UDjV47OPLr8FYPY eIJNUtV4Jtus19ijJ4iYZrJHlJvy28aMDxfHvgpc6mtEgDr8YEmSOcRrAtQiBUOe J3iet2OiWNHqtfGGHymD39nVfXdcwBPawUhGekZ78J1ER9gQSnFEOHl3NzcAD9eV U8ddfRMgB9NN6wY0750RjEeTIpRFvA== =KDfC -----END PGP SIGNATURE----- --KN5l+BnMqAQyZLvT--